UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

WASHINGTON, D.C. 20549


FORM 10-K

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the Fiscal Year Ended December 31, 2015


[  ]fiscal year ended April 30, 2020

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Periodtransition period from ______________ to ______


_________

Commission File Number 814-00175


ENERGYTEK CORP.
Number:  000-55585

Red Cat Holdings, Inc.

(Exact name of registrant as specified in its charter)


Nevada86-0490034
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

607 Ponce de Leon Ave, Suite 407

San Juan, PR

 
7960 E. Camelback Road, #511
Scottsdale, AZ

85251

(Address of principal executive offices)
(Zip Code)

(480) 663-8118
(Registrant's

Registrant’s telephone number, including area code)


code: (833) 373-3228

Securities registered pursuant to Section 12(b) of the Act:  None

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

NoneN/AN/A

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: N/A
Common Stock, par value $0.001 per share

Indicate by check mark if athe registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [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 [  ] No [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 [X] No [  ]

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 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. 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, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company,” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer[  ]Accelerated filer[  ]
Non-accelerated filer[  ]Smaller Reporting Companyreporting company[x]
Emerging growth company
1

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

State issuer's revenues for its most recent fiscal year: $59,404.
State the

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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant'sregistrant’s most recently completed second fiscal quarter:  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 quarter was $185,234 as of June 30, 2015.

$7,427,390.

As of April 11, 2016,August 5, 2020, there were 25,587,96420,011,090 shares of the issuer's $0.0001 par valueregistrant’s common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None


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TABLE OF CONTENTS

  Page No.
PartPART I
Item 1.Business4
Item 1A.Risk Factors6
Item 1B.Unresolved Staff Comments13
Item 2.Properties13
Item 3.Legal Proceedings13
Item 4Mine Safety Disclosures13 
   
PART II4
   
5
   
6
6
6
Part II
Securities6
  14 
Selected Financial Data15
Item 7.Operations7
  15 
Risk9
  17 
8.Data9
  18 
Disclosure9
  32 
Procedures9
  32 
Information10
  
Part III32 
   
PART III11
   
12
   
Directors, Executive Officers, and Corporate Governance33
Item 11.Executive Compensation36
Item 12.Matters14
  37 
Independence15
  37 
Services16
  
Part IV38 
   
PART IV15
   
Item 15.19Exhibits, Financial Statement Schedules39
Item 16.Form 10-K Summary39
Signatures40


FORWARD-LOOKING STATEMENTS

Except for historical information, this Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements include, among others, those statements including the words "believes", "anticipates", "expects", "intends", "estimates", "plans" and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include our ability to raise capital when needed and on acceptable terms; our ability to make acquisitions and integrate acquired businesses into our company; our ability to attract and retain management; the intensity of competition; changes in the political and regulatory environment and in business and economic conditions in the United States and globally; and the continuing effect of the Covid-19 pandemic. These risks and others described under the section "Risk Factors" below are not exhaustive.

Given these uncertainties, readers of this Annual Report are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

All references in this Annual Report to the "Company", "we", "us", or "our", are to Red Cat Holdings, Inc., a Nevada corporation, and its two wholly-owned consolidated subsidiaries, Red Cat Propware, Inc., a Nevada corporation (“Propware”) and Rotor Riot LLC, an Ohio limited liability company (“Rotor Riot”), its two wholly owned subsidiaries.

PART I


ITEM 1. DESCRIPTION OF BUSINESS


GENERAL

EnergyTEK Corp. (the "Company"

Overview

Red Cat Holdings, Inc. (“the “Company”) is a Nevada corporation which 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,Colorado. In November 2016, we changed our name to Broadleaf Capital Partners,TimefireVR Inc. On April 10, 2002 we effectuated a merger with Broadleaf Capital Partners, Inc., a Nevada corporation (which had been formed on March 19, 2001) and as a result re-domiciled to the State of Nevada.  Onin July 23, 20142019, we changed our name to EnergyTEK Corp.


On March 31, 2014Red Cat Holdings. Inc.

Since inception, there have been multiple corporate transactions which resulted in a change in the Company’s operating businesses. The most recent change occurred in May 2019 when the Company changed its operating business from the bitcoin industry to the drone industry. In connection with the acquisition of Rotor Riot in January 2020, the Company become the parent company of Propware and Rotor Riot.

The Company’s primary business is to provide products, services and solutions to the drone industry. It operates in two sectors of the drone industry. Rotor Riot designs and sells drones and related components, primarily focused on the First Person View (“FPV”) sector. FPV provides the operator with a visual experience, using goggles, that simulates being in the cockpit of the drone. Rotor Riot is focused on the consumer market and sells its products through its e-commerce platform operated at www.rotorriot.com. Rotor Riot purchases drones and components from manufacturers, and then resells such items and custom designs and builds its own line of branded products. Rotor Riot generates approximately 50% of its revenues as a reseller, and 50% from the sale of its branded products. The Company’s principal marketing strategy is to maintain a visible social media presence to attract buyers to its e-commerce platform. Rotor Riot accomplishes this through its Facebook page, where it sponsors a monthly internet episode, as well as its sponsorship of a leading drone racing team.

The Company is also developing software solutions to provide secure cloud-based analytics, storage and services for the drone industry. Its initial product candidate is Dronebox, a blockchain technology that records, stores and analyzes flight data and information from a drone, much like the “black box” utilized by the airline industry. Dronebox initially records data and then transmits data and information directly to a third party server, commonly referred to as “the cloud” or “cloud computing”, where it can be viewed using the Company’s analytics platform. Blockchain technology is utilized to ensure that the data has not changed since it was initially recorded. The Company plans to offer Dronebox as a Software-as-a-Service platform. Potential customers include regulators to track and review flight data, insurance companies for coverage and claims administration, and pilots to maintain compliance with regulations. In May 2020, the Company launched Dronebox for beta testing by a limited number of users in order to test the platform and get user feedback on their real time experience and existing features as well as recommendations for new features. Initial user feedback has been positive and we closedcontinue to enhance and prepare the product for commercial release. We are currently targeting the fourth quarter of 2020 for the commercial release of Dronebox although no assurances can be provided regarding the actual release date.

Strategy

Our strategy is to provide products, services and solutions to the drone industry. We hope to grow our business in the FPV retail consumer market and by develop new solutions to the broader drone industry such as our Dronebox software product. Key components of our strategy include:

Grow market share of existing products. The Rotor Riot brand name is highly recognized in the drone industry. We believe that we are regarded as a transaction wherebyleader in the FPV sector of the market. We hope to increase our market share by continuing to leverage and market the visibility that we acquired certain assetsenjoy in social media outlets such as Facebook and assumed certain liabilitiesYouTube, and through our strong relationship with leading FPV racing pilots.

Deliver innovative new solutions into existing and new markets. Innovation is a key driver of Texas Gulf Oil & Gas, Inc., a Nevada corporation ("TGOG"). These assetsour growth. We plan to continue internal research and liabilities became were contributeddevelopment to develop better, more capable products that we can offer for sale through our Rotor Riot e*commerce platform. In some cases, these products will be developed in response to customer inquiries and requests. In addition, we hope to leverage our relationships with pilots to introduce entirely new, innovative products, in addition to our then new-formed wholly owned subsidiary Texas Gulf Exploration & Production, Inc. In connection therewith, we issued 900 sharesFPV products. The commercial launch of Dronebox will represent our entry into an entirely new market in the drone industry.

Foster our entrepreneurial culture to attract and retain highly skilled personnel. We believe that our corporate culture encourages creativity and an entrepreneurial spirit which is attractive to highly skilled professionals. We provide our employees with a wide range of workplace autonomy which fosters innovation and increases retention.

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The Drone Industry

Similar to the internet and GPS (global positioning system) technologies, drones are moving beyond their military origin to become both a powerful business tool and a recreational activity for consumers. Both of these markets are projected to grow dramatically according to a wide range of investment banks and research firms.

Business Insider Intelligence estimates that commercial use of drones will reach 2.4 million in 2023, representing a 66% compounded annual growth rate and that drones will be most employed by the agriculture, construction and mining, insurance, media and telecommunications industries;
The FAA, in a 2019 forecast report, predicted a 300% increase in commercial drones from 2019 to 2023;
Business Insider Intelligence estimates that the drone services market will grow from $4.4 billion in 2018 to more than $60 billion by 2025;
MarketsandMarkets estimated the small drones market size at $13.4 billion in 2018 and projected it to increase to $40 billion by 2025;
Business Insider Intelligence estimates that consumer drone shipments will reach 29 million by 2021.
International Data Corporation estimates that spending on drones will reach more than $16 billion in 2020 and experience a compounded annual growth rate of 33% through 2025.

Customers

Rotor Riot sells to the consumer marketplace through its e*commerce site located at www. Rotorriot.com. Its target customer is the drone hobbyist with a passion for flying. Rotor Riot has a core strength in the FPV sector of the Company's Series A Preferred Stockmarket. FPV refers to TGOG.  Later,drones which are piloted via a video feed from the drone which provides a view that simulates being in the pilot seat of the drone. LOS, or line-of-sight, refers to a more conventional experience of standing on May 21, 2014,the ground and controlling the flight of the drone based on what the user can visually see.

We plan to market Dronebox in each sector of the drone industry, including military, commercial, civil, and consumer.

Competition

Rotor Riot competes with a number of significantly larger, better capitalized companies. SZ DJI Technology Company, Ltd., commonly known as DJI, is the dominant market leader in the civilian drone industry with a global market share estimated at more than 70%, according to many industry research firms. Other competitors include Parrotand Lumenier. Race Day Quads is a larger, direct competitor in the FPV sector. We compete against these financially stronger companies by leveraging our visibility on the internet through our Facebook page which has more than 33,000 members and our Rotor Riot channel which has more than 192,000 subscribers. The Rotor Riot brand has been at the center of the racing and freestyle culture of drones since registering its domain name in 2015. Rotor Riot sponsors a team of six of the leading FPV pilots on the competitive racing circuit, including the Drone Racing League champion pilot in 2019 and 2018.

Dronebox will compete against a smaller number of companies, most of which are also smaller in size. These competitors include Airdata, Kittyhawk, DroneLogbook and Skyward, which was acquired by Verizon in 2017. While these companies provide certain drone tracking capabilities, we believe that Dronebox will elevate the quality and quantity of features offered through the platform. For example, we plan to enhance the user interface experience and introduce new functionality including a ticketing system which will enable users to track the resolution of mechanical and other flight issues that need to be resolved.

Suppliers

Rotor Riot presently purchases approximately 56% of its inventory from approximately three suppliers of Dà-Jiāng Innovations. sourced drones and parts. Rotor Riot is in the process of balancing purchasing activity from these three suppliers. Approximately 20% of inventory is purchased equally from two specialty vendors of frames and electronics. The remaining 24% is purchased from a much wider range of suppliers and vendors.

Government Regulation

The Federal Aviation Administration (“FAA”) of the United States Department of Transportation responsible is for the regulation and oversight of civil aviation within the U.S. Its primary mission is to ensure the safety of civil aviation. The FAA has adopted the name unmanned aircraft (“UA”) to describe aircraft systems without a flight crew on board. More common names include drone, Unmanned Aerial Vehicle and remotely operated aircraft.

The FAA began issuing regulations governing drones in 2005 with their scope and frequency expanding in recent years with the significant increase in the number of drones sold. In December 2015, the FAA announced that all drones weighing more than 250 grams, or 0.55 pounds, must be registered with the FAA. As of March 2020, the FAA reported the registration of 1,563,263 drones, of which 441,709 were commercial and 1,117,900 were recreational, and the certification of 171,744 remote pilots.

5

In December 2019, the FAA announced a proposed rule that would continue the safe integration of drones into the nation’s airspace by requiring them to be identifiable remotely. The FAA believes that remote ID technologies will enhance safety and security by allowing the FAA, law enforcement, and federal security agencies to identify drones flying in their jurisdiction. These efforts lay the foundation for more complex operations, such as those beyond visual line of sight at low altitudes, as the FAA and the drone industry move toward a traffic management ecosystem for Unmanned Aircraft System flights separate from, but complimentary to, the air traffic management system.

The Company believes that the oversight of the FAA is beneficial to the drone industry generally, and the Company and 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 sharesspecifically. Approximately 10 % of the Company's Series B Preferred Stockdrones sold by Rotor Riot are below the weight threshold required 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.

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 pursue a distressed energy asset acquisition program to take advantage of the reduction in value of these assets due to the historically low price of crude oil.register. 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 stockremaining 90% have more functionality, are more likely to be used to acquire such distressed energy assets.
DESCRIPTION OF OUR PRODUCTS AND SERVICES

for commercial purposes, and therefore, should be registered. The Company conducts its businessbelieves that the regulations issued by the FAA, such as the remote identification standard, will provide opportunities as such functionality could be offered through its two wholly owned subsidiaries Texas Gulf Explorationour Dronebox platform.

The FAA continues to issue new rules and Production, Inc. ("TGEP") and Legal Capital Corp. ("LCC") as well as throughregulations which are designed to build a traffic management ecosystem for drones. For example, in December 2019, the joint venture named Wagley-EnergyTEK J.V. LLC (the "Wagley JV").

DueFAA proposed a rule which would require drones to the tremendous drop in oil prices over the last six months, the Company has developed a newbe identified remotely. We plan to take advantagebuild this feature into Dronebox. 

Environmental Considerations

While the operation of the opportunitymany businesses have some form 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 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 lose 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 isnegative impact on the naked shorting of publicly traded securities, andenvironment, drones 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 isa unique ability to provide a uniquepositive contribution. Many of these relate to a drone’s ability to reach places in a more efficient manner, 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 ininclude such activities as:

• aerial mapping and nature monitoring;

• maintenance of renewal energy sources such as solar panels and wind turbines;

• disaster relief monitoring and relief delivery; and

• agricultural sustainability solutions

Intellectual Property

The Company holds trademarks on the securitiesRotor Riot brand name 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 becomelogo.  The Company holds 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 competitionprovisional patent application for the most 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 numbertracking of small independent oil and gas exploration and/or production companiesunmanned aerial systems which expires in the region in which TGEP and the Wagley JV currently or intend to focus 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.November 2020.
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 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.

Employees and Employment Agreements

As of the filing date hereof we have no full-time employees.  Our only employees would be our officers who serve on a part time basis. Our administrative other related services, to the extent not performed by our offices are performed by third parties on a contract basis. There are no formal employment agreements betweenAugust 5, 2020, the Company had ten full-time employees and our officers, except that Jonathan R. Read our, our Presidentone part-time employee.

Research and Chief Executive Officer is paidDevelopment

During the sumyears ended April 30, 2020 and 2019, we incurred research and development costs of $5,000 per month$488,990 and Craig Crawford our Chief Financial Officer is paid the sum of $2,000 per month.

Facilities

The Company's principal office is located at 8960 E. Camelback Road, #511, Scottsdale AZ 85251.   The office space is provided by our Chief Executive Officer at no cost to the Company.  Prior to April 2016, we also maintained administrative facilities at 123 No. Post Oak Lane, Suite 440, Houston, TX 77024. The Company paid a combined amount of $2,500 per month to a related party for rent and for administrative and clerical services.

$366,590, respectively.

Item 1A Risk Factors

Risks Related to our Business

The COVID-19 pandemic has adversely impacted, and poses risks to, our business, results of operations and financial condition, the nature and extent of which are highly uncertain and unpredictable.

The global spread of COVID-19 is having, and will continue to have, an adverse impact on our operations, sales and delivery and supply chains.  Many countries including the United States have implemented measures such as quarantine, shelter-in-place, curfew, travel restrictions and similar isolation measures, including government orders and other restrictions on the conduct of business operations.  It remains uncertain what impact the pandemic will have on our ability to generate sales and customer interest even once conditions begin to improve.   The COVID-19 pandemic has also impacted our supply chain as we have experienced disruptions or delays in shipments of certain materials or components of our products. Prices of our supplies have also increased as a result of the pandemic. Accordingly, COVID-19 has negatively affected our business. Given the rapid and evolving nature of the virus, it is uncertain how materially COVID-19 will affect our operations generally if these impacts persist, worsen or re-emerge over an extended period of time.

Additionally, the COVID-19 pandemic caused significant volatility and uncertainty in U.S. and international markets, which may result in a prolonged economic downturn. A disruption of financial markets may reduce our ability to access capital and increase the cost of doing so.  There are no assurances that the credit markets or the capital markets will be available to us in the future or that financing will be available.

We cannot reasonably estimate the length or severity of the COVID-19 pandemic or the related response, or the extent to which the disruption may continue to impact our business, financial position, results of operations and cash flows. Ultimately, the COVID-19 pandemic could have a material adverse impact on our business, financial position, results of operations and cash flows.

ITEM  1A.    RISK FACTORS
6

As

We may not be able to continue operating as a smaller-reporting company,going concern.

We have experienced losses from operations since inception and have never generated positive cash flow. The success of our business plan during the next 12 months and beyond will be contingent upon generating sufficient revenue to cover our operating costs and obtaining additional financing. The report from our independent registered public accounting firm for the fiscal year ended April 30, 2019 includes an explanatory paragraph stating the Company has recurring net losses from operations, negative operating cash flows, does not yet generate revenue from operations and will need additional working capital for ongoing operations These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. If we are unable to obtain sufficient funding, our business, prospects, financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern.

We are presently seeking to address these going concern doubts through a number of actions including efforts to (a) raise capital through the public markets, (b) release our first commercial product and (c) pursue acquisitions of complementary, revenue generating companies which are accretive to our operating results. We can provide no assurance that any of these efforts will be successful or, that even if successful, that they will alleviate doubts about our ability to continue as a going concern.

We have incurred net losses since inception.

We have accumulated net losses of approximately $2.6 million as of April 30, 2020. These losses have had an adverse effect on our financial condition, stockholders’ equity, net current assets, and working capital. We will need to generate higher revenues and control operating costs in order to attain profitability. There can be no assurances that we will be able to do so or to reach profitability.

We will need additional capital to fund our expanding operations, and if we are not able to obtain sufficient capital, we may be forced to limit the scope of our operations.

We expect that our planned expansion of business activities will require additional working capital. Rotor Riot’s e-commerce platform business operating at www.rotorriot.com is growing but has not attained profitability. The planned release of our first software product, DroneBox, will require working capital to finish its product development, support its market release, and provide technical customer support upon its commercial release. We plan to offer DroneBox under a software-as-a-service (“SAAS”) platform which may require a higher number of customers in order to reach profitability. There can be no assurance that either or both of our operating businesses will reach profitability.

If adequate additional debt and/or equity financing is not available on reasonable terms or at all, then we may not be able to continue to develop our business activities, and we will have to modify our business plan. These factors could have a material adverse effect on our future operating results and our financial condition.

If we are unable to raise needed additional funds to continue as a going concern, we could be forced to cease our business activities and dissolve. In such an event, we will incur additional financial obligations, including the accelerated maturity of debt obligations, lease termination fees, employee severance payments, and other creditor and dissolution-related obligations.

Our ability to raise financing through sales of equity securities depends on general market conditions and the demand for our common stock. We may be unable to raise adequate capital through sales of equity securities, and if our stock has a low market price at the time of such sales, our existing stockholders could experience substantial dilution. If adequate financing is not available or unavailable on acceptable terms, we may find we are unable to fund expansion, continue offering products and services, take advantage of acquisition opportunities, develop or enhance services or products, or to respond to competitive pressures in the industry which may jeopardize our ability to continue operations.

We operate in an emerging and rapidly growing industry which makes it difficult to evaluate our business and future prospects.

The drone industry is relatively new and is growing rapidly. As a result, it is difficult to evaluate our business and future prospects. We cannot accurately predict whether, and even when, demand for our products will increase, if at all. The risks, uncertainties and challenges encountered by companies operating in emerging and rapidly growing industries include:

• Generating sufficient revenue to cover operating costs and sustain operations;

• Acquiring and maintaining market share;

• Attracting and retaining qualified personnel, especially engineers with the requisite technical skills;

• Successfully developing and commercially marketing new products:

• Accessing the capital markets to raise additional capital, on reasonable terms, if and when required to sustain operations or to grow the business.

The drone industry is subject to various laws and government regulations which could complicate and delay our ability to introduce products, maintain compliance, and avoid violations, which could lead to increased costs or the interruption of normal business operations that could negatively impact our financial condition and results of operations.

7

We operate in the drone industry which is a highly regulated environment in the US and international markets. The FAA, state and local governmental entities and foreign governments may regulate aspects of the industry, including the production or distribution of our products, software or services. These regulations may include accounting standards, taxation requirements (including changes in applicable income tax rates, new tax laws and revised tax law interpretations), product safety and other safety standards, trade restrictions, regulations regarding financial matters, environmental regulations, products directed toward children or hobbyists, and other administrative and regulatory restrictions. While we endeavor to take all the steps necessary to comply with these laws and regulations, there can be no assurance that we can maintain compliance on a continuing basis. Failure to comply could result in monetary liabilities and other sanctions which could increase our costs or decrease our revenue resulting in a negative impact on our business, financial condition and results of operations.

The drone industry is subject to various laws and government regulations which could complicate and delay our ability to introduce products, maintain compliance, and avoid violations, which could lead to increased costs or the interruption of normal business operations that could negatively impact our financial condition and results of operations.

We operate in the drone industry which is a highly regulated environment in the US and international markets. Federal, state and local governmental entities and foreign governments may regulate aspects of the industry, including the production or distribution of our products, software or services. These regulations may include accounting standards, taxation requirements (including changes in applicable income tax rates, new tax laws and revised tax law interpretations), product safety and other safety standards, trade restrictions, regulations regarding financial matters, environmental regulations, products directed toward children or hobbyists, and other administrative and regulatory restrictions. While we endeavor to take all the steps necessary to comply with these laws and regulations, there can be no assurance that we can maintain compliance on a continuing basis. Failure to comply could result in monetary liabilities and other sanctions which could increase our costs or decrease our revenue resulting in a negative impact on our business, financial condition and results of operations.

We face competition from larger companies that have substantially greater resources which challenges our ability to establish market share, grow the business, and reach profitability.

The drone industry is attracting a wide range of significantly larger companies which have substantially greater financial, management, research and marketing resources than we have. These competitors include transportation companies like United Parcel Service, Federal Express and Amazon, as well as defense companies such as Lockheed Martin Corporation and Northrop Grumman Corporation. Our competitors may be able to provide customers with different or greater capabilities than we can provide, including technical qualifications, pricing, and key technical support. Many of our competitors may utilize their greater resources to develop competing products and technologies, leverage their financial strength to utilize economies of scale and offer lower pricing, and hire more qualified personnel by offering more generous compensation packages. In order to secure contracts, we may have to offer comparable products and services at lower pricing which could adversely affect our operating margins. Our inability to compete effectively against these larger companies could have a material adverse effect on our business, financial condition and operating results.

We may not be able to keep pace with technological advances.

The drone industry in general, and the software and hardware industries in particular, continue to undergo significant changes, primarily due to technological developments. Because of the rapid growth of technology, shifting consumer tastes and the popularity and availability of other forms of activities, it is impossible to predict the overall effect these factors could have on potential revenue from, and profitability of, software and hardware or training directed to the drone industry. It is impossible to predict the overall effect these factors could have on our ability to compete effectively in a changing market, and if we are not able to keep pace with these technological advances, then our revenues, profitability and results from operations may be materially adversely affected.

We may not be able to successfully release and sell our software solutions.

Our first software product, Dronebox, is presently in beta testing in order to identify any operating issues and to secure user feedback on its features, including both those presently part of the software and those that might be added to enhance the product. While we expect to commercially release Dronebox by the end of 2020, there are numerous risks that could prevent us from attaining this timeline. To date, the FAA has not issued any formal rules and regulations regarding software applications used by drones. However, it could decide to issue formal rules and regulations which could delay the release of Dronebox or cause us to withdraw it from the market. It is possible that we may not be able to comply with any rules and regulations issued by the FAA.

Dronebox will compete against software solutions which are already available in the marketplace. These include competing products offered by Airdata, a small company, and Skyward which is owned by Verizon. We plan to include features in Dronebox that we believe will provide a competitive advantage. These include (i) flight analyzation and replay, (ii) an embedded, encrypted ticket system, and (iii) live support assistance. However, users may not perceive our enhancements as providing added value and may determine not to migrate to Dronebox. In addition, Verizon could provide sales and marketing support to Skyward that could distract users and cause them not to focus on the enhanced features provided by Dronebox. These risks could adversely impact the number of users that subscribe to Dronebox and have a material adverse impact on our operating results.

8

If critical components used to assemble our products become scarce or unavailable, then we may incur delays in fulfilling sales orders which could adversely impact our business.

We obtain components for our drones from a limited number of suppliers. Most of these components are sourced from China which has been engaged in a trade war with the United States over the past few years. We do not have a long term agreement with these suppliers that obligates them to sell components to us. Our reliance on these suppliers entails significant risks and uncertainties, including whether these suppliers will provide an adequate quantity of components, at a reasonable price, and on a timely basis. While there are options to purchase certain components from suppliers based in the United States, we would be forced to pay higher prices which would adversely impact our gross margin and operating results. Our operating results could be materially, adversely impacted if our suppliers do not provide the information required by this item.


ITEM  2.    DESCRIPTION OF PROPERTY

operations may fluctuate from period to period which could cause volatility in our stock price.

Results of operations for any company developing untested technology can be expected to fluctuate until the products are in the market and could fluctuate thereafter even when products are in the marketplace. There is significant lead time in developing software and manufacturing hardware. Unanticipated delays can adversely impact the release of software products and drone-related equipment into the marketplace. Revenues generated through our e-commerce site have been growing but could be adversely impacted if a lack of working capital limits our ability to purchase new items for sale. We cannot predict with certainty when our first software analytics product will be released commercially and what level of sales will be generated.

Our results of operations depend significantly upon the appeal of our content to our customers, the timing of releases of our products and the commercial success of our products, none of which can be predicted with certainty. Accordingly, our revenues and results of operations may fluctuate from period to period. The Company's principal office is located at 8960 E. Camelback Road, #511, Scottsdale AZ 85251.   results of one period may not be indicative of the results of any future period. Any quarterly fluctuations that we report in the future may not match the expectations of market analysts and investors. This could cause the price of our common stock to fluctuate significantly.

The office space is provided byloss of key personnel may adversely affect our business.

Our success greatly depends on the performance of our executive management team, including Jeffrey Thompson, our Chief Executive Officer, at no costwho has significant experience raising capital for emerging technology companies. In addition, Chad Kapper, our Chief Marketing Officer and Drew Camden, President of Rotor Riot, have significant experience in the drone industry and are recognized as experts in the FPV sector of the drone industry which is a core focus of our e*commerce store. None of these individuals have employment agreements which would likely include anti-compete provisions. As a result, any of these individuals could terminate their employment and immediately compete against the Company. The loss of the services of any member of our core executive management team or other key persons could have a material adverse effect on our business, results of operations and financial condition.

Litigation could harm our business or otherwise distract management.

Substantial, complex or extended litigation could cause us to incur large expenditures and could distract management. For example, lawsuits by licensors, consumers, employees or stockholders or litigation with federal, state or local governments or regulatory bodies could be very costly and disrupt business. While disputes from time to time are not uncommon, we may not be able to resolve such disputes on terms favorable to us which could have a material, adverse impact on our results of operations and financial condition.

If we fail to protect our intellectual property rights, we could lose our ability to compete in the marketplace.

Our intellectual property and proprietary rights are important to our ability to remain competitive and for the success of our products and our business. Patent protection can be limited and not all intellectual property is or can be patented. We rely on a combination of patent, trademark, copyright, and trade secret laws as well as confidentiality agreements and procedures and other contractual provisions to protect our intellectual property, other proprietary rights and our brand. We have little protection when we must rely on trade secrets and nondisclosure agreements. Our intellectual property rights may be challenged, invalidated or circumvented by third parties. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors. Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to our technologies and/or products, which could result in decreased revenues for us. Moreover, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the U.S. Litigation may be necessary to enforce our intellectual property rights, which could result in substantial costs to us and substantial diversion of management attention. If we do not adequately protect our intellectual property, our competitors could use it to enhance their products. Our inability to adequately protect our intellectual property rights could adversely affect our business and financial condition and the value of our brand and other intangible assets.

If we fail to protect our intellectual property rights, our ability to pursue the development of our technologies and products would be negatively affected.

Our success will depend in part on our ability to obtain patents and maintain adequate protection of our intellectual property and technologies. Some foreign countries lack rules and methods for defending intellectual property rights and do not protect proprietary rights to the same extent as the United States. We have not filed for any patent protection rights outside the United States, and many companies have had difficulty protecting their proprietary rights in foreign countries. We may not be able to prevent misappropriation of our proprietary rights.

9

The patent process is subject to numerous risks and uncertainties and there can be no assurance that we will be successful in protecting our technologies by obtaining and enforcing patents. These risks and uncertainties include the following: patents that may be issued or licensed may be challenged, invalidated, or circumvented, or otherwise may not provide any competitive advantage; our competitors, many of which have substantially greater resources than us and many of which have made significant investments in competing technologies, may seek, or may already have obtained, patents that will limit, interfere with, or eliminate our ability to make, use, and license our technologies either in the United States or in international markets; there may be significant pressure on the United States government and other international governmental bodies to limit the scope of patent protection both inside and outside the United States for technologies that prove successful as a matter of public policy regarding security concerns; countries other than the United States may have less restrictive patent laws than those upheld by United States courts, allowing foreign competitors the ability to exploit these laws to create, develop, and market competing products.

Moreover, any patents issued to us may not provide us with meaningful protection, or others may challenge, circumvent or narrow our patents. Third parties may also independently develop technologies similar to ours or design around any patents on our technologies.

In addition, the USPTO and patent offices in other jurisdictions have often required that patent applications concerning software inventions be limited or narrowed substantially to cover only the specific innovations exemplified in the patent application, thereby limiting the scope of protection against competitive challenges. Thus, even if we or our licensors are able to obtain patents, the patents may be substantially narrower than anticipated.

Our success depends on our patents, patent applications that may be licensed exclusively to us, and other patents to which we may obtain assignment or licenses. We may not be aware, however, of all patents, published applications, or published literature that may affect our business by blocking our ability to commercialize our products, by preventing the patentability of future products or services to us or our licensors, or by covering the same or similar technologies that may invalidate our patents, limit the scope of our future patent claims or adversely affect our ability to market our products and services.

In addition to patents, we rely on a combination of trade secrets, confidentiality, nondisclosure and other contractual provisions, and security measures to protect our confidential and proprietary information. These measures may not adequately protect our trade secrets or other proprietary information. If they do not adequately protect our rights, third parties could use our technology, and we could lose any competitive advantage we may have. In addition, others may independently develop similar proprietary information or techniques or otherwise gain access to our trade secrets, which could impair any competitive advantage we may have.

Patent protection and other intellectual property protection are crucial to the success of our business and prospects, and there is a substantial risk that such protections will prove inadequate.

Other companies may claim that we infringe their intellectual property, which could materially increase our costs and harm our ability to generate future revenue and profit.

While we are not aware that our technologies infringe the proprietary rights of any third party, we do not regularly conduct freedom to operate searches. Claims of infringement are becoming increasingly common and third parties may assert infringement claims against us. A number of companies, including competing companies, are actively developing extensive patent portfolios on aerial drones. These companies include big players like Amazon, Google, IBM, Qualcomm, Verizon, Walmart, Boeing, Lockhead Martin, SZ DJI, as well as a variety of smaller companies, universities and startups. It may be difficult or impossible to identify, prior to receipt of notice from a third party, the trade secrets, patent position or other intellectual property rights of a third party, either in the United States or in foreign jurisdictions. Any such assertion may result in litigation or may require us to obtain a license for or otherwise restrict our use of the intellectual property rights of third parties. If we are required to obtain licenses to use any third-party technology, we would have to pay royalties, which may significantly reduce any profit on our products. In addition, any such litigation could be expensive and disruptive to our ability to generate revenue or enter into new market opportunities. If any of our products are found to infringe other parties’ proprietary rights and we are unable to come to terms regarding a license with such parties, we may be forced to modify our products to make them non-infringing or to cease production of such products altogether.

The nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnity.

We develop and sell products where insurance or indemnification may not be available, including:

Designing and developing products using advanced and unproven technologies and drones [true?]; and

Designing and developing products to collect, distribute and analyze various types of information.

Failure of certain of our products could result in loss of life or property damage. Certain products may raise questions with respect to issues of civil liberties, intellectual property, trespass, conversion and similar concepts, which may raise new legal issues. Indemnification to cover potential claims or liabilities resulting from a failure of technologies developed or deployed may be available in certain circumstances, but not in others. We are not able to maintain insurance to protect against all operational risks and uncertainties. Substantial claims resulting from an accident, failure of our product, or liability arising from our products in excess of any indemnity or insurance coverage (or for which indemnity or insurance is not available or was not obtained) could harm our financial condition, cash flows, and operating results. Any accident, even if fully covered or insured, could negatively affect our reputation among our customers and the public, and make it more difficult for us to compete effectively.

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Risks Related To Our Common Stock

Our management has voting control of the Company.

Our current officers and directors currently own approximately 65% of the total issued and outstanding capital stock of the Company. PriorIf they act together, they will be able to April 2016,influence the outcome of all corporate actions requiring approval of our shareholders, including the election of directors and approval of significant corporate transactions, which may result in corporate action with which other stockholders do not agree. This concentration of ownership may have the effect of delaying or preventing a change in control and may adversely affect the market price of our common stock.

Our failure to maintain effective internal controls over financial reporting could have an adverse impact on us.

We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock.

We have never paid dividends and we do not expect to pay dividends for the foreseeable future

We intend to retain earnings, if any, to finance the growth and development of our business and do not intend to pay cash dividends on shares of our common stock in the foreseeable future. The payment of future cash dividends, if any, depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and other factors. As a result, capital appreciation, if any, of our common stock, will be your sole source of gain for the foreseeable future.

An active, liquid trading market for our common stock may not develop or be sustained. If and when an active market develops the price of our common stock may be volatile. ..

Presently, our common stock is traded on the OTC pink sheets and we are in our early stages, an investment in our company will require a long-term commitment, with no certainty of return. Presently there is limited trading in our stock and in the absence of an active trading market investors may have difficulty buying and selling or obtaining market quotations, market visibility for shares of our common stock may be limited, and a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock.

The lack of an active market impairs your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also maintained administrative facilities at 123 No. Post Oak Lane, Suite 440, Houston, TX 77024. reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares.

Trading in stocks quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. The securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of our common stock. Moreover, the OTC pink sheets is not a stock exchange, and trading of securities is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a national stock exchange like the NYSE. Accordingly, stockholders may have difficulty reselling any shares of common stock.

Our Board of Directors may authorize and issue shares of new classes of stock that could be superior to or adversely affect current holders of our common stock.

Our board of directors has the power to authorize and issue shares of classes of stock, including preferred stock that have voting powers, designations, preferences, limitations and special rights, including preferred distribution rights, conversion rights, redemption rights and liquidation rights without further shareholder approval which could adversely affect the rights of the holders of our common stock. In addition, our board could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing common stockholders.

Any of these actions could significantly adversely affect the investment made by holders of our common stock. Holders of common stock could potentially not receive dividends that they might otherwise have received. In addition, holders of our common stock could receive less proceeds in connection with any future sale of the Company, whether in liquidation or on any other basis.

Our shares will be subordinate to all of our debts and liabilities, which increases the risk that you could lose your entire investment.

Our shares are equity interests that will be subordinate to all of our current and future indebtedness with respect to claims on our assets. In any liquidation, all of our debts and liabilities must be paid before any payment is made to our shareholders.

11

The market price of our shares of common stock is subject to fluctuation.

The market prices of our shares may fluctuate significantly in response to factors, some of which are beyond our control, including:

The announcement of new products by our competitors
The release of new products by our competitors
Developments in our industry or target markets
General market conditions including factors unrelated to our operating performance

Recently, the stock market, in general, has experienced extreme price and volume fluctuations. Continued market fluctuations could result in extreme market volatility in the price of our shares of common stock which could cause a decline in the value of our shares.

Our common stock may be deemed a “penny stock” which may reduce the value of an investment in the stock.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. If our Common Stock is or becomes subject to the “penny stock” rules, it may be more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Future capital raises may dilute our existing stockholders’ ownership and/or have other adverse effects on our operations.

If we raise additional capital by issuing equity securities, our existing stockholders’ percentage ownership may decrease, and these stockholders may experience substantial dilution. If we raise additional funds by issuing debt instruments, these debt instruments could impose significant restrictions on our operations, including liens on our assets. If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or products, or to grant licenses on terms that are not favorable to us or could diminish the rights of our stockholders.

We could experience system failures that could negatively impact our Rotor Riot e-commerce platform and business.

Our ability to sell products on our Rotor Riot platform depends on the the efficient and uninterrupted operation of the platform, relying on people, processes, and technology to function effectively. Any significant interruption to, failure of, or security breaches affecting, our platform could result in significant expense, a loss of customers, and harm to our business and reputation. Interruptions, system failures or security breaches could result from a wide variety of causes, including disruptions to the Internet, malicious attacks or cyber incidents such as unauthorized access, loss or destruction of data (including confidential and/or personal customer information), account takeovers, computer viruses or other malicious code, and the loss or failure of systems over which we have no control. The failure of our platform, or the loss of data, could result in disruption to our operations, damage to our reputation and remediation costs, which could adversely affect our business and brand.

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Risks Related to Covid-19

The current outbreak of Covid-19 could have a material and adverse effect on the Company’s business operations. These could include disruptions or restrictions on the Company’s ability to travel or to distribute its products, as well as temporary closures of officers and production facilities. Any such disruption or delay would likely impact our sales and operating results. In addition, Covid-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets of many other countries, resulting in an economic downturn that could affect demand for our products and significantly impact our operating results.

The extent to which our results continue to be affected by COVID-19 will largely depend on future developments which cannot be accurately predicted, including the duration and scope of the pandemic, governmental and business responses to the pandemic and the impact on the global economy, demand for our products, and our ability to provide our products, particularly as result of our employees working remotely and/or the closure of certain offices and third party production facilities. The COVID-19 outbreak also has a negative effect on our ability to access capital markets. While these factors are uncertain, the COVID-19 pandemic or the perception of its effects could continue to have a material adverse effect on our business, financial condition, results of operations, or cash flows.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Company paid a combined amountcurrently leases 3,635 square feet of $2,500 per monthoffice and warehouse space in Orlando, Florida, which it uses to a related party for renthouse Rotor Riot inventory and for administrativegeneral corporate purposes. The lease agreement is for a 3-year period ending in January 2022. The current monthly rent is $4,179 and clerical services.


is subject to annual escalations of 2.1%. We believe that our leased facilities are adequate to meet our needs at this time. As we continue to grow, we may need to move to larger space that may have a higher monthly rent. We do not currently own any property.

ITEM 3. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company iswe are a party or in which any director, officer or affiliate of the Company,ours, any owner of record or beneficially of more than 5% of any class of our voting securities, of the Company, or security holder is a party adverse to the Companyus or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.

us.

ITEM 4. MINE SAFETY DISCLOSURES.DISCLOSURES

None

13

Not Applicable.

PART II


ITEM 5. MARKET FOR REGISTRANT'SREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Market Information


The

Our common stock of the Company is quoted on the OTC Bulletin Board and the OTC Markets, Inc. – OTCQB Systemspink sheets under the symbol of ENTK.  “RCAT”.

The following table sets forth the range of high and low bid prices during each quarter for the years ended December 31, 2014 through December 31, 2015. The over-the- counterover-the-counter market quotations may reflect inter-dealer prices, without retail market-up,  markdownmark-up, mark-down or commission, and may not represent actual transactions.

The market informationlast reported sales price of our common stock on August 5, 2020, was obtained from QuoteMedia.com.  Prices have been adjusted for the 1-for-150 reverse split which was effective on July 23, 2014.

Year Ended December 31, 2015 
  High  Low 
       
Quarter 1  0.150   0.080 
Quarter 2  0.130   0.080 
Quarter 3  0.080   0.050 
Quarter 4  0.050   0.020 
Year Ended December 31, 2014 
 High Low 
     
Quarter 1  0.006   0.004 
Quarter 2  0.011   0.003 
Quarter 3  1.000   0.003 
Quarter 4  1.000   0.120 

$0.99.

Holders

As of August 5, 2020, there were 584 stockholders of record of our common stock.

Dividends

The Company has never paid cash dividends on its common stock.  The declarationstock and paymentdoes not anticipate that it will pay dividends in the foreseeable future. It intends to use any future earnings for the expansion of its business. Any future determination of applicable dividends is withinwill be made at the discretion of the  Company's board of directors and will depend amongon the results of operations, financial condition, capital requirements and 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.


Shareholders

As of December 31, 2015, there were 543 shareholders and 23,071,295 shares of Common 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 availabledeemed relevant.

Securities Authorized 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.


Transfer Agent

The Transfer Agent for the Company's Common Stock is Colonial Stock Transfer Co., 66 Exchange Place, Suite 100, Salt Lake City, UT 84111.

Issuance Under Equity Compensation Plans

We do not have anyPlan

The following table provides information regarding our equity compensation plans.


plans as of April 30, 2020:

Equity Compensation Plan Information

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders  1,597,475(1) $1.10   7,152,525 
             
Equity compensation plans not approved by security holders  —    $—     -– 

______________ 

(1)Represents stock options issued under the Company’s 2019 Equity Incentive Plan.

Recent Sales of Unregistered Securities; UseSecurities

Except as set forth below, there were no sales of Proceeds from Registered Securities


We have issued no unregistered securities within the period covered by this report, which have not previously been reported on Form 10-Q or Form 8-K.

We have made no sale of registeredequity securities during the period covered by this report.

Purchases of EquityAnnual Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Registrant and Affiliated Purchasers

We have not repurchased anyCompany.

In May 2019, the Company issued 1,570 shares of our common stock, duringwith a fair value of $70,000, to a law firm for services provided to the fiscal year ended December 31, 2015.Company.

In August 2019, the Company issued 469,847 shares of common stock upon the exercise of a warrant and received proceeds of

$152,239.

In April 2019, the Company issued 150,000 shares of common stock with a fair value of $204,000 to a law firm for services provided to the Company.

The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.

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ITEM 6.  SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to provide this information.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


OPERATIONS

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 8 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 contains forward-looking statements that involve risks and uncertainties, such as statements relating to our liquidity, and our plans for our business focusing on cloud-based analytics, storage, and services for drones. Any statements that are not statements of Financial Conditionhistorical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and Resultsthe like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain 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. These forward-looking statements represent the Registrant's present expectations or beliefs concerning future events. The Registrant cautionsare subject to risks and uncertainties that such forward-looking statements involve known and unknown risks, uncertainties and other factors which maycould cause the actual results performance or achievements of the Registrant beevents to differ materially different from any future results, performance or achievementsthose expressed or implied by suchthe 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 competitionstatements 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 financingthis Annual Report on acceptable terms to finance its growth strategy;Form 10-K. The Company’s actual results and the Registrant's ability to develop and implement operational and financial systems to manage its growth.

Planevents could differ materially from those anticipated in these forward-looking statements as a result of Operation

The Company operates its business primarily through the parent company and its subsidiaries and joint venture,many factors.

All forward-looking statements speak only as described above, as well as entities that may be formed or acquired in the future.

Results of Operations 2015-2014
Analysis of the calendar years ended December 31, 2015 and December 31, 2014.
Revenues

For the year ended December 31, 2015, revenues were approximately $59,404 compared to $42,094 for the year ended December 31, 2014, increasing by $17,310 or 41%. A total of $59,404 in sales in the current period was from our oil services operations and $-0- from our litigation services operations.

Cost of Sales

For the year ended December 31, 2015, cost of sales were approximately $49,769 compared to $20,084 for the year ended December 31, 2014, increasing by $29,685 or 148%.  A total of $49,769 in cost of sales in the current period was from our oil services operations and $-0- from our litigation services operations.

G & A Expenses

G&A expense were $248,673 for the year ended December 31, 2015 compared to $417,003 for the year ended December 31, 2014, a decrease of $168,330 or 40%.  Our oil services operations incurred $34,665 in operating costs for the current period and our litigation services operations incurred operating costs of $644.  The remaining operating costs during the current perioddate on which they are attributable to the parent company and total $213,364.

Other income and expenses
Other items decreased to a net expense of $3,308,556 for the year ended December 31, 2015 from a net expense of $6,965,242 for the year ended December 31, 2014, resulting in a total net item decrease of $3,656,686 or 52%. The major items constituting the other expense were an intangible asset impairment charge of $3,261,144 and interest income of $104,812.
Net income (loss)
Net Income increased to a loss of $3,547,594 for the year ended December 31, 2015 from net income loss of $7,360,235 for the year ended December 31, 2014, an increase of $3,812,641 or 52%. The increase was mostly related to a reduction in impairment charges during the current period.
Liquidity and Capital Resources 2015-2014
Analysis of the fiscal years ended December 31, 2015 and December 31, 2014:
On December 31, 2015 the Company had total assets of $129,040 compared to $1,573,741 on December 31, 2014 a decrease of $1,444,701 or 92%. The Company had total liabilities of $312,749 on December 31, 2015 compared to $308,576 on December 31, 2014 an increase of $4,173 or 1%.   The Company had a total stockholders' equity deficit of ($183,709) on December 31, 2015 compared to a stockholders' equity of $1,265,165 on December 31, 2014 a decrease of $1,448,874 or 115%. The Company's decrease in assets resulted from the impairment charges attributable to the decrease in the price of oil.made. The Company does not believeundertake any obligation to update such forward-looking statements to reflect events that it can maintain its current operating levels out of remaining cash which was $6,647 as of December 31, 2015.  In order to ensure continued operations,occur or circumstances that exist after the Company must raise additional capital through the sale of debt, stock or convertible debt, the latter two of which would have a dilutive 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 1date 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 haveexcept as required by federal securities law.

Recent Developments

Acquisition of Red Cat Propware, Inc.

Effective May 15, 2019, we closed 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.


ITEM 7A.  Quantitative and Qualitative Disclosures about Market Risk.

Not applicable toShare Exchange Agreement (the “Exchange Agreement”) with Red Cat Propware, Inc., a smaller reporting Company.
ITEM 8.    Financial Statements and Supplementary Data.

The response to this item is submitted as a separate section of this report beginning on page F-1.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

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, 2015 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.

Item 9A. Controls and Procedures.

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: 
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
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
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, 2015, 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"Nevada corporation (“Red Cat Propware”) 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, 2015.
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, 2016.
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.
Item 9B. Other Information
Not applicable. 
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 ofits then current 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(the “Acquisition”) pursuant to which the director or executive officer was selected.
The following persons constitutewe acquired all of the Company's Executive Officersissued and Directors:
 NAMEAGEPOSITION
Jonathan R. Read 59President, Chief Executive Officer and Chairman of the Board
Craig Crawford  62Chief Financial Officer and Director

Jonathan R. Read, 59, President, Chief Executive Officer and Chairmanoutstanding capital stock of the Board.  Mr. Read as held numerous executive positions with United States and internationally based companies over a spanRed Cat Propware in excessexchange for our issuance of: (i) an aggregate of 35 years.  Most recently, from 2013 to present, he has served as Managing Partner of Quadratam1 LLC, a Scottsdale, Arizona based firm specializing in providing financial and organizational consulting services for growth-stage companies in the United States and China.  Prior to that, beginning in 2005 and continuing through 2012, he founded and served as Chief Executive Officer and a director of ECOtality, Inc. (NASDAQ:ECTY), a San Francisco based entity which was a pioneer in the field of Electric Vehicle charging and battery technology.

Craig Crawford, 62, 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.

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 revised in August 2011, the Board of Directors adopted a Code of Ethics for Senior Financial Officers. The Code of Ethics was adopted pursuant to 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 7960 E. Camelback Rd., #511, Scottsdale, AZ 85251.

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 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 compensate an individual with the necessary skills to serve in such role.  The Company intends to identify and appoint a financial expert when possible.


ITEM  11.   EXECUTIVE COMPENSATION

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 last two completed fiscal years ended December 31, 2014 and December 31, 2015 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
$
 
                          
Jonathan R. Read,2014  -   -   -   -   -   -   -   - 
President and CEO2015  10,000   -   -   -   -   -   -   10,000 
                                  
Tommie J. Morgan,2014  -   -   -   -   -   -   -   - 
Former Secretary2015  6,000       5,000   -   -   -   -   11,000 
                                  
Craig Crawford,2014  6,634   -   -                   6.634 
CFO2015  6,000   -   5,000   -       -   -   11,000 
                                  
J. Michael King,2014  12,329                           12.329 
Former President2015  -   -   5,000   -   -   -   -   5,000 
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 which236,000,000 shares of our common stock, willand (ii) 2,169,068.0554 shares of Series A Preferred Stock (“Series A Stock”) to the Red Cat Propware shareholders which constituted approximately 83.33% of our issued an outstanding share capital on a fully-diluted basis at such time. With the exception of shares held by our current Chief Executive Officer, Jeffrey Thompson, the convertibility of shares of Series A Stock is limited such that a holder of Series A Stock may not convert Series A Stock to our common stock to the extent that the number of shares of common stock to be reserved for issuanceissued pursuant to satisfysuch conversion, when aggregated with all other shares of common stock owned by the exerciseholder at such time, would result in the holder beneficially owning more than 4.99% of options. The stock option plan will be designed to retain qualified and competent officers, employees, directors and consultants. Our Board of Directors, or a committee thereof, shall administer the stock option plan and will be authorized, in its sole and absolute discretion, to grant options thereunder to all of our eligible employees, including officers,outstanding common stock (the “Beneficial Ownership Limit”).

Reverse Stock Split

Effective August 1, 2019, we conducted a 1 for 1,200 reverse split of our common stock which resulted in the automatic conversion of all Series A Stock to common stock, with exception of certain Series A Stock subject to the Beneficial Ownership Limit. Following the reverse split, our remaining shares of Series A Stock are convertible to common stock at a ratio of approximately 8.33 shares of common stock for each share of Series A Stock.

Merger Agreement with Rotor Riot, LLC

On December 31, 2019, the Company entered into an Agreement of Merger (the “Merger Agreement”) with Rotor Riot Acquisition Corp., a wholly owned Ohio subsidiary of the Company (the “Ohio Acquisition Sub”), Rotor Riot, LLC, an Ohio limited liability company (“Rotor Riot”), and the three members of Rotor Riot (the “Members”). Pursuant to our directors, whether or not those directors are also our employees. Options willthe terms of the Merger Agreement, upon consummation of the merger contemplated by the Merger Agreement (the “Merger”), the Ohio Acquisition Sub would merge with and into Rotor Riot, with Rotor Riot continuing as the surviving entity and a wholly owned subsidiary of the Company. At the effective time of the Merger, the issued and outstanding membership interests of Rotor Riot held by the Members, which represented 100% of Rotor Riot’s issued and outstanding membership interests, would be grantedconverted into shares of common stock of the Company. On January 22, 2020, the parties to the Merger Agreement entered into an amendment to the Merger Agreement, joined in by Rotor Riot Acquisition Corp., a newly formed, wholly owned Delaware subsidiary of the Company (the “Delaware Acquisition Sub”), pursuant to which, among other things, the provisionsDelaware Acquisition Sub replaced the Ohio Acquisition Sub as the acquisition subsidiary to merge with and into Rotor Riot in connection with the Merger.

The Merger was consummated as of January 23, 2020 (the “Effective Date”). At the closing 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 planMerger, the Company entered into a make whole agreement with Rotor Riot, Brains Riding in Tanks, LLC, an Ohio limited liability company and the stock option agreements will provide that options grantedmajority owner of Rotor Riot (“BRIT”), and Chad Kapper, the Chief Executive Officer and Manager of Rotor Riot, and the Chief Executive Officer and beneficial owner of 100% of the membership interests of BRIT (“Kapper”), pursuant to which the stock option plan shall notCompany agreed to pay certain financial obligations of Rotor Riot as of the Effective Date. This included the issuance to BRIT of a promissory note (the “BRIT Promissory Note”), as of the Effective Date, in the principal amount of $175,000 (the “Principal Amount”), at an interest rate of 4.75% per annum (“Interest”), with $3,500 of the Principal Amount to be exercisable afterpaid monthly, and the expirationremaining Principal Amount and any accrued and unpaid Interest to be paid on the earlier of ten years(A) twelve months from the date of grant.issuance, and (B) the closing of an equity offering by the Company of no less than $3,000,000.

On January 23, 2020, the Effective Date, pursuant to the terms of the Merger Agreement, as amended, the Delaware Acquisition Sub merged with and into Rotor Riot. Rotor Riot was the surviving corporation in the Merger and, as a result of the Merger, became a wholly owned subsidiary of the Company.

Rotor Riot sells products and services in the drone marketplace, primarily focused on FPV (First Person View), including unmanned aircraft systems, components, and accessories.

15

Long-Term Incentive Plans
As

In accordance with the terms of December 31, 2015,the Merger Agreement, at the closing of the Merger, each Member of Rotor Riot received its pro rata portion of the total number of shares of the Company’s common stock issued based on: (A)(i) the purchase price of $3,700,000, minus, (ii) $915,563 (which included certain debt and other obligations of Rotor Riot and its Chief Executive Officer that the Company agreed to assume (the “Assumed Obligations”) divided by (B) the volume weighted average price (“VWAP”) of the Company’s common stock for the twenty trading days prior to the closing date of the Merger. Based on a share issuance value of $2,784,437 and a VWAP of $1.25445, the Company issued an aggregate of 2,219,650 shares of common stock to the members of Rotor Riot.

Immediately following the Merger, the Company had 19,148,698 shares of common stock issued and outstanding. In connection with the Merger, BRIT, received 1,997,684 of the Shares, which represented approximately 10.4% of the Company following the consummation of the Merger.

The Merger was intended to be treated as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.

Plan of Operations

Following the acquisition of Rotor Riot, we hadremain focused on providing products and solutions to the drone industry. We believe that Rotor Riot’s visibility and presence in the drone marketplace will foster growth in sales through its e*commerce platform and provide an initial target base of customers for the launch of “Dronebox”. We are targeting the second half of 2020 for the release of Dronebox although no group life, health, hospitalization, or medical reimbursement or relocationassurances can be provided regarding the actual release date. Dronebox is being designed to provide distributed data storage, analytics and related services to the drone industry. The Company plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the eventto utilize blockchain based technologies and offer its solutions as a Software-as-a-Service platform. Potential customers include regulators to track and review flight data, insurance companies for coverage and claims administration, and pilots to maintain compliance with regulations.

Results of termination of employment or corporate change in control.

Outstanding Equity Awards at Fiscal Year-end
As ofOperations

Year Ended April 30, 2020 and April 30, 2019

Revenue

During the year ended December 31, 2015, each named executive officer had these unexercised options, stockApril 30, 2020 (or the “2020 period”), we generated revenues totaling $403,940 compared to zero revenues during the three months ended April 30, 2019 (or the “2019 period”). On January 23, 2020, we completed a merger with Rotor Riot which sells drone technology on its e*commerce site located at www.rotorriot.com. The sales reported in the 2020 period represent those generated on the e*commerce site from January 24, 2020 through April 30, 2020.

Operating Expenses

During the year ended April 30, 2020, we incurred research and development expenses totaling $488,990 compared to $366,590 for the year ended April 30, 2019 resulting in an increase of $122,400, or 33%. The increase substantially related to higher payroll costs as the Company’s headcount increased from five employees to 10 employees following the merger with Rotor Riot.

During the year ended April 30, 2020, we incurred general and administrative expenses totaling $1,248,717 compared to $384,742 for the year ended April 30, 2019 resulting in an increase of $863,975, or 225%. Professional services costs were significantly higher in the 2020 period because the Company is now a public entity whereas in the 2019 period the Company was still privately owned. Professional services costs totaled $699,982 during the 2020 period compared to $195,309 representing an increase of $504,673, or 258%.

Other Income

Other Income totaled $57,215 during the year ended April 30, 2020 compared to zero for the year ended April 30, 2019. During the 2020 period, the Company received a loan from the Small Business Administration which will be forgiven if the Company spends the loan proceeds on certain eligible costs, including payroll. The Company believes that it has not vested,complied with the terms of forgiveness, and equity incentive plan awards: 

therefore, has recognized the funds as Other Income.

Net Loss

Net Loss for the year ended April 30, 2020 totaled $1,601,931 compared to $751,332 for the year ended April 30, 2019 resulting in an increase of $850,599, or 113%. During the 2020 period, the Company became a public entity and completed a merger which doubled the number of employees. These corporate entity changes resulted in higher operating expenses in the 2020 period compared to the 2019 period. Most significantly, professional services costs were $504,673 higher in the 2020 period which represented approximately 60% of the increase in the Net Loss.

 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
 
Jonathan R. Read, President and CEO----n/a----
Tommie J. Morgan,
Former Secretary
    --         n/a
Craig Crawford,
CFO
----n/a----
16 

Equity Compensation Plans
$753,388 during the year ended April 30, 2019 representing an increase of $58,196, or 8%. This increase in net cash used primarily related to a net loss, net of non-cash expenses, which was $446,704 higher in the 2020 period, partially offset by a positive contribution related to changes in operating assets and liabilities of $316,452 during the 2020 period compared to a negative contribution of $72,056 during the 2019 period.

Investing Activities

Net cash provided by investing activities was $46,327 during the year ended April 30, 2020 compared to $0 during the year ended April 30, 2019. The Company acquired $46,327 of cash in connection with two acquisitions completed in the 2020 period.

Financing Activities

Net cash provided by financing activities totaled $498,487 during the twelve months ended April 30, 2020 compared to $686,500 during the year ended April 30, 2019, representing a decrease of $188,013, or 27%. Amounts received in both periods related to capital raised from common stock and debt transactions. Capital transactions can vary from period to period depending upon market conditions, both at a macro-level and specific to the Company.

Liquidity and Capital Resources

As of April 30, 2020, we had current assets totaling $318,338 primarily related to cash balances of $236,668. Current liabilities as of April 30, 2020 totaled $829,266, and included accounts payable of $249,050, accrued expenses totaling $89,342, notes payable totaling $118,771, and amounts due to a related party of $333,684. Our net working capital as of April 30, 2020 was negative $510,928.

Since inception, we have generated less than $500,000 in revenues and have accumulated losses of approximately $2.6 million. To date, we have funded our operations through private offerings of common stock sourced primarily from individual private investors. We do not have any securities authorizedsufficient cash resources to meet our working capital needs for issuance under any equity compensationthe next 12 months and will require additional capital in order to execute our business plan. We also do not have an equity compensation planSuch transactions may be insufficient to fund our cash requirements.

In November 2019 we issued a convertible note in the principal amount of $300,000 to one accredited investor and do not planin December 2019 we issued a convertible note in the principal amount of $125,000 to implement such a 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 a convertible note in the principal amount of $25,000 to our chief executive officerofficer. (collectively, the “Notes”). The Notes have a term of 2 years and persons who beneficially own more than ten percentbear interest at a rate of a registered class of our equity securities to file with12% which accrues and is payable in full when the SEC initial reports of ownership and reports of changeNotes mature. Interest on the Notes may be paid in ownershipcash or in shares of common stock and other equity securities of the Company. Officers, directors and greaterCompany at the Conversion Price (as defined below).The Notes are convertible into shares of common stock at the holder’s sole discretion as follows: (A) prior to consummating an equity financing which generates gross proceeds of not less than ten percent stockholders are required by SEC regulations to furnish us with copies$3,000,000 (a “Qualified Offering”), then at the 30 day volume weighted average 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, 2015, Forms 5 and any amendments thereto furnished to us with respect to the year ended December 31, 2015, and the representations made by the reporting persons to us, we believe that during the year ended December 31, 2015, our executive officers and directors and all persons who own more than ten percentclosing price of a registered class of our equity securities complied with all Section 16(a) filing requirements.
ITEM  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownershipshare of our common stock as listed or quoted on the market in which the shares are then traded or listed, or (B) after we have consummated a Qualified Offering, at 40% of December 31 2015,the price per share of common stock sold in the Qualified Offering (the “Conversion Price”) . We may, upon 10 business days advance notice, elect to pre-pay the Note, including all accrued interest, in whole or in part, provided that any such prepayment prior to the one-year anniversary of the Note issuance shall be at a price equal to 112% of the then outstanding original principal amount. Upon an event of default, as described in the Notes, the outstanding principal and interest shall become immediately due and payable. Additionally, under the Note, unless waived by each person or entity knownthe holder, the holder shall not be entitled to convert the Note if such conversion would result in beneficial ownership by us to be the beneficial ownerholder and its affiliates of more than 5%9.99% of the outstanding shares of voting common stock and voting preferred stock, each of our directors and named executive officers, and all of our directors and executive officers as a group. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.

 Class Type
Beneficial Owner
Name and Address
Amount of
Ownership
Percentage
Ownership
Officers and Directors
Common StockJonathan R. Read, President, Chief Executive Officer and Chairman of the Board (1)-0- shares0%
Common Stock
Craig Crawford
Chief Financial Officer and Director (1)
   118,182 shares0.51%
Common Stock
Tommie J. Morgan
Former Secretary and Director (1)
    100,000 shares0.43%
Common StockAll Officer and Directors as a Group – 3 members   218,182 shares0.95%
5% Shareholders
Common StockWagley-EnergyTEK JV LLC (1)20,000,000 shares86.7%
Series B Preferred
Litigation Capital, Inc.
1062 Indiantown Road
Suite 400
Jupiter, FL 33477
300,000 shares100%
Series C Preferred
Hudson Bay Master Fund Ltd.
777 3rd Avenue, 30th Floor
New York, NY 100017
       445 shares50.0%
Cavalry Fund I LP
61 Kinderkamack Rd.
Woodcliff Lake, NJ 07677
   311 shares34.9%
Jano Capital LLC
743-7 NE 12th Terrace
Boynton Beach, FL 333435
    89 shares10.0%
(1)   The address is:  c/o EnergyTEK Corp., 7960 Camelback Rd., #511, Scottsdale, AZ 85251.
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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, 2014 and December 31, 2015, the Company engaged in the following transactions with a related person: On January 6, 2015, we closed a transaction whereby we entered into a Joint Venture Agreement with Wagley Offshore-Onshore, Inc. to pursue a distressed energy asset acquisition program to take advantage of the reduction in value of these assets due to the 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, with a value of $2,020,000, to be used to acquire such distressed energy assets.  Damon Wagley, President of Wagley Offshore-Onshore, Inc., was President of the Company from April 14, 2014on such date.

Until we are able to sustain operations through June 23, 2014the sale of products and Presidentservices, we will continue to fund operations through equity and/or debt transactions. We can provide no assurance that any future financing will be sufficient to fund our operations until we are able to sustain operations through the sale of our wholly owned subsidiary, Texas Gulf Exploration & Production, Inc. from March 31, 2014products and services. In addition, there can be no assurance that such additional financing will be available to present.


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).  Basedus on this standard, the board of directors has determined that it currently it has no members who qualify as "independent."

ITEM  14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

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-Kacceptable terms, or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
at all.


Audit Fees 2014: $12,000

Audit Fees 2015: $9,000

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.


ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(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.DescriptionLocation
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.
2.2Purchase 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.
3.1Articles of Incorporation of the Company, as amended.
Incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K filed
with the SEC on March 31, 2015.
3.2Bylaws of the Company
Incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K filed
with the SEC on March 31, 2015.
4.1Certificate 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).
4.2Certificate 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.
4.4Certificate 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.
Incorporated by reference to Exhibit 4.5 to
the Company's Annual Report on Form 10-K
filed with the SEC on March 31, 2015.
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.
Incorporated by reference to Exhibit 4.6 to
the Company's Annual Report on Form 10-K
filed with the SEC on March 31, 2015.
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.
10.1Joint 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.
21List of Subsidiaries of the CompanyProvided herewith.
31.1Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Provided herewith
31.2Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Provided herewith
32.1Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Provided herewith
32.2Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Provided herewith
101The following financial information from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, 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

SIGNATURES
 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: April 13, 2016
By:  /s/ Jonathan R. Read
Jonathan R. Read
Chief Executive Officer & Principal
Executive Officer
/s/ Craig Crawford
Craig Crawford
Chief Financial Officer & Principal Accounting and
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.
SignaturesTitleDate
/s/ Jonathan R. ReadChairman of the BoardApril 13, 2016
Jonathan R. Read
/s/ Craig CrawfordDirectorApril 13, 2016
Craig Crawford17 


EnergyTEK Corp.
(Formerly Broadleaf Capital Partners, Inc.)
Consolidated Financial Statements
December 31, 2015 and 2014




EnergyTEK Corp.
(Formerly Broadleaf Capital Partners, Inc.)
Index to Consolidated Financial Statements
 Page
Report of Independent Registered Public Accounting FirmF-2
Consolidated Balance SheetsF-3
Consolidated Statements of OperationsF-4
Consolidated Statement of Stockholders' Equity (Deficit)F-5
Consolidated Statements of Cash FlowsF-6
Notes to Consolidated Financial StatementsF-8
F-1


Scrudato & Co., PA
CERTIFIED 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.)

Going Concern

We have auditedexperienced losses from operations since inception. To date, we have generated less than $500,000 in product sales and have been unable to become cash flow positive. The success of our business plan during the accompanying balance sheet of Energy Tek Corp. (formerly Broadleaf Capital Partners, Inc.) as of December 31, 2015next 12 months and 2014 and the related consolidated statementsbeyond will be contingent upon generating sufficient revenue to cover our costs of operations changes in stockholders' equity and cash flowsand/or upon obtaining additional financing. The report from our independent registered public accounting firm for the years then ended. These financial statements are the responsibility of the Company management. Our responsibility is to expressfiscal year ended April 30, 2020 includes 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 audits 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 control over financial reporting. Our audits 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 provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Energy Tek Corp. (formerly Broadleaf Capital Partners, Inc.) at December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4,explanatory paragraph stating the Company has incurred significant accumulated deficits, recurring net losses from operations, negative operating lossescash flows, and a negativewill need additional working capital. This and othercapital for ongoing operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regardIf we are unable to obtain sufficient funding, our business, prospects, financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern.

We are presently seeking to address these mattersgoing concern doubts through a number of actions including efforts to (a) raise capital through the public markets, (b) release additional commercial products and (c) pursue acquisitions of complementary, revenue generating companies which are also discussed in Note 4. The financial statements do not includeaccretive to our operating results. We can provide no assurance that any adjustmentsof these efforts will be successful or, that might result from the outcome of this uncertainty.

/s/ John Scrudato CPA
Califon, New Jersey
April 11, 2016
F-2


ENERGY TEK CORP. 
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC. ) 
CONSOLIDATED BALANCE SHEETS 
  31-Dec-15  31-Dec-14 
  "Audited"  "Audited" 
ASSETS 
CURRENT ASSETS      
    Cash $6,647  $923 
Accounts receivable(net)  624   624 
     TOTAL  CURRENT ASSETS  7,271   1,547 
Property, plant and equipment, net  21,769   231,050 
Intangible assets  100,000   1,085,144 
Goodwill  0   256,000 
     TOTAL ASSETS $129,040  $1,573,741 
LIABILITIES AND EQUITY 
CURRENT LIABILITIES        
Accounts payable and accrued expenses $59,245  $59,186 
Other current liabilities  0   31,096 
Notes payable - current portion  110,942   135,000 
Notes payable - related party  142,562   83,294 
   TOTAL CURRENT LIABILITIES  312,749   308,576 
TOTAL LIABILITIES  312,749   308,576 
COMMITMENTS AND CONTINGENCIES (Note 9)        
ENERGY TEK CORP.( "ENTK")SHAREHOLERS' EQUITY (DEFICIT)        
Preferred  Stock 10,000,000 authorized all series: Series B $0.01 par value 300,000 shares        
issued and outstanding at December 31, 2015 and December 31, 2014  3,000   3,000 
Series C $0.01 par value 800 shares issued and outstanding at December 31, 2015        
and 900 at December 31, 2014.  9   9 
 Common Stock 500,000,000 authorized at $0.001 par value; 22,787,964 and        
1,508,367 shares issued and outstanding December 31, 2015 and December 31, 2014.  22,788   1,508 
 Additional paid-in capital  24,727,584   22,695,464 
 Accumulated deficit  (24,937,090)  (21,389,496)
Less Treasury stock at cost (137,335 shares at $0.33)  0   (45,320)
     TOTAL EQUITY(DEFICIT)  (183,709)  1,265,165 
       TOTAL LIABILITIES,  AND  EQUITY(DEFICIT) $129,040  $1,573,741 
         
"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-15  31-Dec-14 
  "Audited"  "Audited" 
       
REVENUES $59,404  $42,094 
         
COST OF SALES  49,769   20,084 
         
GROSS PROFIT  9,635   22,010 
         
OPERATING EXPENSES  248,673   417,003 
         
NET INCOME(LOSS)  FROM OPERATIONS  (239,038)  (394,993)
         
OTHER INCOME (EXPENSE)        
Gain on derivative liability  59,117   0 
Gain on debt extinguishment  65,602   0 
Other gains(losses)  (67,319)  0 
Impairment charge  (3,261,144)  (6,960,887)
Interest expense  (104,812)  (4,355)
   TOTAL OTHER INCOME (EXPENSE)  (3,308,556)  (6,965,242)
         
INCOME (LOSS) FROM CONTINUING        
 OPERATION BEFORE INCOME TAXES  (3,547,594)  (7,360,235)
         
Income taxes  0   0 
         
NET INCOME (LOSS)  (3,547,594)  (7,360,235)
         
INCOME (LOSS) PER SHARE        
   Basic Income (Loss) Per Share basic  (0.16)  (6.03)
   Basic Income (Loss) Per Share diluted  (0.15)  (2.03)
         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING        
 BASIC  21,901,314   1,220,955 
DILUTED  21,901,314   1,220,955 
         


ENERGY TEK CORP. 
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC. ) 
Consolidated Statements of Shareholders' Equity (Deficit) 
For the years ended December 31, 2015 and 2014 
"Audited" 
                         
  Preferred     Common        Additional       
  stock     stock     Treasury  Paid in  Accumulated    
  Shares  Amount  Shares  Amount  Stock  Capital  Deficit  Total 
                         
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   213,143   332   0   67,301   0   67,633 
                                 
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   1,509,630  $1,508  $(45,320)  22,695,464  $(21,389,496) $1,265,165 
                                 
Conversion of Preferred  0   0   1,000,000   1,000   0   (1,000)  0   0 
                                 
Stock issued in Joint Venture  0   0   20,000,000   20,000   0   2,000,000   0   2,020,000 
                                 
Stock issued for debt  0   0   278,334   280   45,320   33,120   0   78,720 
                                 
Net income for the year ended December 31, 2015  0   0   0   0   0   0   (3,547,594)  (3,547,594)
                                 
Balance 31-Dec-15  300,900  $3,009   22,787,964  $22,788  $0   24,727,584  $(24,937,090) $(183,709)
                                 
"The accompanying notes are an integral part of these consolidated financial Statements"
F-5

ENERGY TEK CORP. 
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC. ) 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
  For the Years Ended 
  31-Dec-15  31-Dec-14 
  "Audited"  "Audited" 
CASH FLOWS FROM OPERATING ACTIVITIES      
Net income (loss) from continuing operations $(3,547,594) $(7,360,235)
Adjustments to reconcile net loss to net cash        
used by operating activities:        
Depreciation  5,105   20,600 
Compensation issued in stock  0   119,535 
Impairment expense  3,261,144   6,960,887 
Loss on asset disposal  100,214   0 
Gain on derivative liability  59,117   0 
Accretion debt discount  40,507   0 
         
Increase (decrease) in accounts payable /accrued expenses  (31,036)  42,547 
 NET CASH USED IN OPERATING ACTIVITIES  (112,543)  (216,666)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchase of equipment  0   0 
 NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES  0   0 
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Issuance of note receivable  0   5,000 
Issuance of notes payable  79,000   135,000 
Net additional funding by related party notes  39,267   70,544 
 NET CASH PROVIDED BY FINANCING ACTIVITIES  118,267   210,544 
         
NET DECREASE IN CASH  5,724   (6,122)
         
CASH, BEGINNING OF PERIOD  923   7,045 
         
CASH, END OF PERIOD $6,647  $923 
         
"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-15  31-Dec-14 
  "Audited"  "Audited" 
       
SUPPLEMENTAL DISCLOSURE OF CASH      
 FLOW INFORMATION      
       
Interest paid $3,286  $4,355 
Income taxes paid $0  $0 
         
SUPPLEMENTAL DISCLOSURE OF        
 NON-CASH ACTIVITIES        
         
Preferred stock series A & B stock issued        
 in purchase of acquisition assets $0  $8,023,377 
Common stock issued for investment $2,020,000  $0 
Common stock exchanged for debt $33,400  $74,158 
Common stock issued for services $0  $67,690 
Treasury stock issued for debt $0  $45,320 
         
"The accompanying notes are an integral part of these consolidated financial statements."
 


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015


NOTE 1 - RECENT COMPANY BACKGROUND

EnergyTek Corp. formerly Broadleaf Capital Partners, Inc. (the Company), iseven if successful, that they will alleviate doubts about our ability to continue as 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. On February 13, 2014, the Company sold its wholly- owned subsidiary Pipeline Nutrition to a related party. For accounting purposes, the effective date of the transaction was retroactively made to be December 31, 2013.  going concern.

Critical Accounting Policies and Estimates

Our financial statements presented here 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. Alsoand accompanying notes have been prepared 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.  In January 2015 we entered into a Joint Ventureaccordance with Wagley Offshore-Onshore, Inc. to acquire distressed energy assets.


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"(“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 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
on a consistent basis. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide this information.

18

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

RED HAT HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS

Page
Report of Independent Registered Accounting FirmF-2
Balance Sheets as of April 30, 2020 and 2019F-3
Statements of Operations for the years ended April 30, 2020 and 2019F-4
Statements of Changes in Shareholders’ Equity for the years ended April 30, 2020 and 2019F-5
Statements of Cash Flows for the years ended April 30, 2020 and 2019F-6
Notes to the Financial StatementsF-7

19

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Red Cat Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Red Cat Holdings, Inc. as of April 30, 2020 and 2019, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These 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 described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2020

Lakewood, CO

August 13, 2020

F-2

RED CAT HOLDINGS
Consolidated Balance Sheets
 
 
   April 30,    April 30, 
   2020   2019 
ASSETS        
Current Assets        
Cash $236,668  $503,438 
Inventory $78,650  $0 
Other  3,020   100,000 
Total Current Assets  318,338   603,438 
         
Goodwill  2,466,073   —   
Trademark  20,000   —   
Other  3,853   —   
         
TOTAL ASSETS $2,808,264  $603,438 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current Liabilities        
Accounts payable $249,050  $20,894 
Accrued Expenses  89,342   15,116 
Notes Payable  118,771   —   
Due to Related Party  333,684   —   
Customer deposits  38,419   —   
Common shares to be issued  —     754,700 
Total Current Liabilities  829,266   790,710 
         
Convertible debentures  450,000   —   
Commitments and contingencies        
         
Stockholders' Equity        
Series A Preferred Stock - shares authorized 2,200,000; outstanding 208,704 and 0  2,087   —   
Series B Preferred Stock - shares authorized 4,300,000; outstanding 3,681,623 and 0  36,816   —   
Common stock - shares authorized 500,000,000; outstanding 20,011,091 and 179,292  20,011   179 
Additional paid-in capital  4,043,837   784,371 
Accumulated deficit  (2,573,753)  (971,822)
Total Stockholders' Equity  1,528,998   (187,272)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,808,264  $603,438 
         
         
See accompanying notes.

F-3

RED CAT HOLDINGS
Consolidated Statements Of Operations
     
     
  Year ended April 30,
  2020 2019
Revenues $403,940  $—   
         
Cost of goods sold  325,379  $—   
         
Gross Margin  78,561  $—   
         
Operating Expenses        
Research and development  488,990   366,590 
General and administrative  1,248,717   384,742 
Total operating expenses  1,737,707   751,332 
Operating loss  (1,659,146)  (751,332)
         
Provision for income taxes $—    $—   
         
Net operating income  (1,659,146)  (751,332)
         
Other income  57,215  $—   
         
Net loss $(1,601,931) $(751,332)
         
Loss per share - basic and diluted $0.12  $0.14 
         
Weighted average shares outstanding - basic and diluted  13,732,205   5,328,630 
         
         
See accompanying notes.

F-4

RED CAT HOLDINGS
Consolidated Stockholders' Equity Statements
       
       
  Series A Series B Common Stock  Additional    
  Preferred Stock Preferred Stock     Paid-in Accumulated Total
  Shares Amount Shares Amount Shares Amount Capital Deficit Equity
Balances, April 30, 2018                  177,611  $178  $734,372  $(220,490) $514,060 
                                     
Issuance of common stock                  1,681   2   49,999       50,000 
                                     
Net Loss                              (751,332)  (751,332)
                                     
Balances, April 30, 2019  —     —     —     —     179,292  $179  $784,371  $(971,822) $(187,272)
                                     
Issuance of common stock                  15,355   15   684,186       684,200 
                                     
Share Exchange Agreement  2,169,068   21,691   4,212,645   42,126   196,667   197   53,740       117,754 
                                     
Conversion of Preferred Stock  (1,960,364)  (19,604)  (531,022)  (5,310)  16,778,683   16,779   8,135       —   
                                     
Exercise of warrants                  469,874   470   151,769       152,239 
                                     
Merger with Rotor Riot                  2,219,650   2,220   1,817,893       1,820,113 
                                     
Stock based compensation                          269,895       269,895 
                                     
Shares Issued for Services                  151,570   152   273,848       274,000 
                                     
Net Loss                              (1,601,931)  (1,601,931)
                                     
Balances, April 30, 2020  208,704   $2,087   3,681,623   $36,816   20,011,091   $20,011   $4,043,837   $(2,573,753)  $1,528,998 
                                     
                                     
See accompanying notes.

F-5

RED CAT HOLDINGS
Consolidated Cash Flows Statements
 
 
  Year ended April 30,
  2020 2019
Cash Flows from Operating Activities        
Net loss $(1,601,931) $(751,332)
Stock based compensation  269,895  0 
Common stock issued for services  204,000  70,000 
Adjustments to reconcile net loss to net cash from operations:        
Changes in operating assets and liabilities        
Inventory  48,761   —   
Other current assets  124,979  (100,000)
Customer deposits  38,419     
Accounts payable  68,068   20,894 
Accrued expense  36,225  7,050 
Net cash used in operating activities (811,584)  (753,388)
         
Cash Flows from Investing Activities        
Acquired through acquisitions 46,327   —   
Net cash provided by investing activities 46,327  —   
         
         
Cash Flows from Financing Activities        
Proceeds from issuance of common stock  —     684,700 
Capital to be returned      1,800 
Proceeds from exercise of warrants  152,239   —   
Proceeds from issuance of convertible debentures  450,000   —   
Payments under related party obligations  (12,725)    
Payments under notes payable  (91,027)  —   
Net cash provided by financing activities  498,487   686,500 
         
         
Net use of Cash  (266,770)  (66,888)
Cash, beginning of period 503,438  570,326 
Cash, end of period $236,668  $503,438 
         
Cash paid for interest and taxes  —     —   
         
Noncash transactions        
Common stock issued for services 204,000  70,000 
Fair value of shares exchanged in acquisitions $1,937,867  $—   
         
         
See accompanying notes.

F-6

RED CAT HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2020 and 2019

Note 1 - The Business

Red Cat Holdings, Inc. (“Red Cat” or the “Company”) was originally incorporated in February 1984. The Company’s primary business is to provide products, services and solutions to the drone industry. It operates in two sectors of the drone industry. Rotor Riot, a wholly owned subsidiary, designs and sells drones and related components. Rotor Riot is focused on the consumer market and sells its products through its e-commerce platform operated at www.rotorriot.com. The Company is also developing software solutions to provide secure cloud-based analytics, storage and services for the drone industry. Its initial product candidate is Dronebox, a blockchain technology that records, stores and analyzes flight data and information from a drone, much like the “black box” utilized by the airline industry. The Company plans to offer Dronebox as a Software-as-a-Service platform.

Recent corporate developments include:

A.The Share Exchange Agreement

Effective May 15, 2019, we closed a Share Exchange Agreement (the “SEA”) with TimeFireVR, Inc., (“TimeFire”), a Nevada corporation. Under the SEA, we acquired approximately 83.33% of TimeFire’s outstanding share capital on a fully-diluted basis. We issued: (i) 196,667 shares of our common stock, (ii) 2,169,068 shares of our newly-designated Series A Preferred Stock, and (iii) 4,212,645 shares of our newly-designated Series B Preferred Stock. In total, the common stock, Series A Preferred Stock, and Series B Preferred Stock issued under the SEA were valued at $117,754.

The transaction was accounted for as a “reverse acquisition” as the stockholders of Red Cat possessed majority voting control of the company immediately following the acquisition. In this reverse merger, the financial results of Red Cat Propware, Inc., (the accounting acquirer), have been presented as the continuing operations of the Company since inception. The transaction was accounted for as follows:

 Cash  $24,704 
 Goodwill   93,050 
 Total  $117,754 

The goodwill recognized in connection with the acquisition is primarily attributable to anticipated synergies and benefits from the combination of the two companies, including access to the public markets to raise capital, and is expected to be deductible for tax purposes.

Series A Preferred Stock is convertible to common stock at a ratio of 8.33 shares of common stock for each share of preferred stock held and votes together with the common stock on an as-converted basis. The new Series A Preferred Stock converted automatically to common stock upon the effectiveness of the reverse split of our common stock in August 2019. This common stock and Series A Preferred Stock issued under the SEA constituted approximately 83.33% of our issued and outstanding share capital on a fully-diluted basis on the date of issuance.

Series B Preferred Stock is convertible to common stock at a ratio of 0.83 shares of common stock for each share of preferred stock held, and votes together with the common stock on an as-converted basis. The Series B Preferred Stock issued under the SEA constituted approximately 15.64% of our issued and outstanding share capital on a fully-diluted basis on the date of issuance.

B.Organizational

In July 2019, we changed our name from TimeFire VR Inc. to Red Cat Holdings, Inc.

In August 2019, we changed our fiscal year to April 30 which was the historical fiscal year of Red Cat.

In August 2019, we effected a reverse stock split (the “Reverse Stock Split”) of our outstanding shares of common stock at a ratio of one-for-twelve hundred (1 for 1,200). All references in this report to shares of the Company’s common stock, including prices per share of its common stock, reflect the Reverse Stock Split.

F-7

C.Merger Agreement with Rotor Riot, LLC

On December 31, 2019, the Company entered into an Agreement of Merger (the “Merger Agreement”) with Rotor Riot and the three members of Rotor Riot. On January 23, 2020, the Merger was consummated under which Rotor Riot Acquisition Corp, a wholly owned Delaware subsidiary of the Company, merged with and into Rotor Riot, with Rotor Riot continuing as the surviving entity and a wholly owned subsidiary of Red Cat Holdings.

Under the Merger Agreement, each member of Rotor Riot received its pro rata portion of the total number of shares of the Company’s common stock issued based on (A)(i) $3,700,000 minus (ii) $915,563 (which included certain debt and other obligations of Rotor Riot and its Chief Executive Officer that the Company agreed to assume (the “Assumed Obligations”) divided by (B) the volume weighted average price (“VWAP”) of the Company’s common stock for the twenty trading days prior to the closing of the Merger. Based on a share issuance value of $2,784,437 and a VWAP of $1.25445, the Company issued an aggregate of 2,219,650 shares of common stock to the members of Rotor Riot.

Following the closing of the Merger Agreement, the former members of Rotor Riot owned approximately 10.4% of the Company. In addition, management of Red Cat Holdings controls the operating decisions of the combined company. Accordingly, we have accounted for the transaction as an acquisition of Rotor Riot by Red Cat. Based on purchase price accounting, we have recognized the assets and liabilities of Rotor Riot at fair value with the excess of the purchase price over the net assets acquired recognized as goodwill. The table below reflects the Company’s estimates of the acquisition date values of the purchase consideration, assets acquired, and liabilities assumed. The shares issued were valued at $1,820,113 (2,219,650 shares issued times $0.82 per share which equaled the closing price of the Company’s common stock on the date that the merger agreement was consummated).

I.Purchase Price

Shares issued $1,820,114 
Promissory note issued $175,000 
Total Purchase Price $1,995,114 

II.Purchase Price Allocation

Assets Acquired  
Cash $21,623 
Accounts receivable  28,500 
Other assets  3,853 
Inventory  127,411 
Trademark  20,000 
Goodwill  2,373,023 
Total assets acquired  2,574,410 
     
Liabilities Assumed    
Accounts Payable and accrued expenses $171,651 
Notes payable $209,799 
Due to Related Party $197,846 
Total liabilities assumed $579,296 
Net assets acquired $1,995,114 

The foregoing amounts reflect our current estimates of fair value as of the January 23, 2020 acquisition date. The Company expects to recognize fair values associated with the customer relationships acquired, as well as the Rotor Riot brand name, but has not yet accumulated sufficient information to assign such values. As additional information becomes known regarding the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is a one-year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of estimated lives of depreciable tangible and intangible assets) requires significant judgement.

F-8

Note 2 - Going Concern

The financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying financial statements, we have (i) negative working capital of approximately $500,000 at April 30, 2020, (ii) have generated less than $500,000 in revenues since our inception, and (iii) have accumulated losses totaling approximately $2.6 million through April 30, 2020. Management recognizes that these operating results and our financial position raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and the classification of liabilities that might be necessary should we be unable to continue as a going concern.

We are presently seeking to address these going concern doubts through a number of actions including efforts to (a) raise capital through the public markets, (b) release additional commercial products and (c) pursue acquisitions of complementary, revenue generating companies which are accretive to our operating results. We can provide no assurance that any of these efforts will be successful or, that even if successful, that they will alleviate doubts about our ability to continue as a going concern.

Note 3 - Summary of Significant Accounting Policies

Basis of Accounting - The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles (“GAAP”).

Principles of Consolidation – Our condensed consolidated financial statements include the accounts of our subsidiaries, Red Cat Propware, Inc. and Rotor Riot, LLC. Intercompany transactions and balances have been eliminated.

Use of Estimates – The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments
For certain of the Company's Significant estimates reflected in these financial instruments, includingstatements include those used to (i) determine stock based compensation and (ii) complete purchase price accounting for acquisitions.

Cash – At April 30, 2020, our cash balances totaled $236,668 and cash equivalents,was held across multiple commercial banks and financial services companies. We have not experienced any loss on these accounts receivable,  and accounts payable, the carrying amounts approximate fair value duebelieve they are not exposed to theirany significant credit risk. 

Leases– Leases at April 30, 2020 are 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.
ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and Cash Equivalents

Cash comprises cashterm 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 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 amountnature and do not bear interest. The Company evaluatesrequire accounting under 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:

F-9accounting standards.

ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015



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

Goodwill – Goodwill 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.


Intangible Assets - Goodwill

The excess of the purchase price of an acquisition 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 theestimated fair value of goodwill may be impaired. Measurementidentifiable net assets acquired. The measurement periods for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the acquisition date becomes known, not to exceed 12 months. Adjustments in a purchase price allocation may require a change in the amounts allocated to goodwill during the periods in which the adjustments are determined.

We plan to perform an impairment loss,test at the end of each fiscal year, or more frequently if any, isindications of impairment arise. We have a single reporting unit, and consequently, evaluate goodwill for impairment based on the difference between the carrying value and fair valuean evaluation 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 fairCompany as a whole.

Common Stock – Our common stock has a par value of goodwill, an impairment loss will be recognized in an amount equal$0.001 per share.

Warrants – In connection with our Series B Preferred Stock Issuance, we issued warrants to purchase shares of our common stock. Outstanding warrants are standalone instruments that excess. Duringare not puttable or mandatorily redeemable by the year ended December 31, 2015holder and 2014 the company recognized an impairment charges of $10,222,031 of its oil service industry intangible assets.


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 Company for making operating decisions and assessing performance. The Company determined it has two operating segmentsare classified as of December 31, 2015 and 2014.
Acquisitions

The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date,equity. We 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 fromwarrants using 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.Black-Scholes option pricing model.

F-9

ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015

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.

Revenue Recognition – The Company did not identify any non-recurring assets and liabilities that are required to be presented in the balance sheets at fair valuerecognizes revenue in accordance with ASC 815.  


606, “Revenue from Contracts with Customers”, issued by the Financial Accounting Standards Board (“FASB”). This standard includes a comprehensive evaluation of factors to be considered regarding revenue recognition including (i) identifying the promised goods, (ii) evaluating performance obligations, (iii) measuring the transaction price, (iv) allocating the transaction price to the performance obligations if there are multiple components, and (v) recognizing revenue as each obligation is satisfied.  The Company’s revenue transactions include a single component, specifically, the shipment of goods to customers as orders are received.  Customers pay at the time they order and the Company recognizes revenue upon shipment. The timing of the shipment of orders can vary considerably depending upon whether an order is for an item normally maintained in inventory or an order that requires assembly or unique parts. Customer deposits totaled $38,419 and $ 0 at April 30, 2020 and 2019, respectively.

Other Income – In February 2007,April 2020, the FASBCompany received $57,215 in connection with a Payment Protection Program loan issued ASC 825-10 "Financial Instruments." ASC 825-10 permits entitiesby the Small Business Administration. Under the terms of the loan, the full amount is eligible to choose to measure many financial assetsbe forgiven if the Company spends the funds for certain operating expenses, including payroll costs, over a certain period of time after the issuance of the loan. The Company believes that it has complied with the terms of the loan and financial liabilities at fair value. Unrealized gains and losses on items for whichthat the fair value optionentire amount will be forgiven. Therefore, the full amount has been electedrecognized as Other Income in the Statement of Operations for the fiscal year ended April 30, 2020.

Research and Development - Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs, as well as a proportionate share of overhead costs such as rent. Costs related to software development are reportedincluded in earnings. ASC 825-10research and development expense until technological feasibility is effectivereached, which for our software products, is generally shortly before the products are released to production. Once technological feasibility is reached, such costs are capitalized and amortized as a cost of revenue over the estimated lives 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.


products.

Income Taxes


- Deferred income taxes are provided usingon the liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit 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 ofon the date of enactment.
When tax returns are filed, it

Recent Accounting Pronouncements - Management does not believe that recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated financial statements.

Comprehensive Loss –During the years ended April 30, 2020 and 2019, there were no differences between net loss and comprehensive loss. Therefore, the consolidated statements of comprehensive loss have been omitted.

Stock-Based Compensation – We use the estimated grant-date fair value method of accounting in accordance with ASC Topic 718, Compensation – Stock Compensation. Fair value is highly certain that some positions taken would be sustained upon examinationdetermined using the Black-Scholes Model using inputs reflecting our estimates of expected volatility, term and future dividends. We plan to estimate the forfeiture rate based on our historical experience but have made no such allowance to date as our first issuances of stock based awards occurred in October 2019. We recognize compensation costs on a straight line basis over the service period which is generally the vesting term.

Basic and Diluted Net Loss per Share – Basic and diluted net loss per share has been calculated by dividing net loss by the taxing authorities, while othersweighted average number of shares of common stock outstanding during the period. Common stock equivalents were excluded from the computation of diluted net loss per share of common stock because they were anti-dilutive. The exercise of these common stock equivalents would dilute earnings per share if we become profitable in the future.

Related Parties – Parties are subjectconsidered to uncertainty about the meritsbe related to us if they have control or significant influence, directly or indirectly, over us, including key management personnel and members of the position taken orBoard of Directors. Related Party transactions are disclosed in Note 12.

F-10

Note 4 – Notes Payable

In connection with the merger agreement with Rotor Riot, the Company agreed to assume certain financial obligations of Rotor Riot totaling $216,099 in the aggregate. A summary of these obligations is as follows:

A.Note Payable to PayPal

In November 2019, Rotor Riot entered into an agreement with PayPal under which it borrowed $100,000. PayPal is an electronic commerce company that facilitates payments between parties through online funds transfers. The Company processes certain customer payments ordered on its e-commerce site through PayPal. The note is being repaid through 52 weekly payments of $2,056 ending in November 2020, resulting in an effective interest rate of 16%. The balance outstanding at April 30, 2020 was $61,673.

B.Note Payable to Shopify Capital

In August 2019, Rotor Riot entered into an agreement with Shopify Capital under which it sold $176,000 of “Purchased Receivables” for total consideration of $160,000. Shopify Capital is an affiliate of Shopify, Inc. which provides sales software and services to the Company. The Company processes customer transactions ordered on its e-commerce site through Shopify which will retain 14% of daily receipts until a total of $176,000 is retained. The balance outstanding at April 30, 2020 was $7,875.

C.Note Payable to Race Day Quads

During 2019, Rotor Riot purchased inventory from Race Day Quads (“RDQ”), an online retailer of drone racing parts. The owner of Race Day Quads acquired a Membership Interest in Rotor Riot in March 2019. In October 2019, RDQ agreed to allow Rotor Riot to pay for $82,141 of inventory purchases on an installment basis through June 2020. The balance outstanding at January 31, 2020 was $49,223. The Company has been in discussions with RDQ regarding the payment of the remaining balance.

Note 5 – Due to Related Party

BRIT, LLC, formally known as Brains Riding in Tanks, LLC, was the largest shareholder of Rotor Riot. Following the Merger, BRIT is a significant shareholder in the Company. The controlling shareholder of BRIT is now employed in a management role with the Company.

A.Note Payable to BRIT, LLC

Under the terms of the Merger Agreement, the Company issued a promissory note to BRIT, LLC in the principal amount of $175,000. The promissory note bears interest at 4.75% annually and requires $3,500 of the position that wouldprincipal amount to be ultimately sustained.paid monthly. The benefitoutstanding principal amount and all accrued interest is due on the earlier of (a) January 23, 2021 or (b) the closing of an equity offering by the Company of at least $3,500,000. The balance outstanding at April 30, 2020 totaled $164,234. In addition, accrued interest totaled $2,232 at April 30, 2020.

B.Obligations of BRIT, LLC

BRIT incurred certain financial obligations in support of the operations of Rotor Riot which the Company has agreed to assume responsibility to pay. The total amount assumed was $167,939 which equals the balance outstanding at January 31, 2020. These obligations bear interest at annual rates ranging from 7.5% to 21.74%. The outstanding balance of these assumed obligations totaled $72,299 at April 30, 2020.

F-11

Note 6 – Convertible Debentures

In November 2019 we issued a convertible note in the principal amount of $300,000 to one accredited investor and in December 2019 we issued a convertible note in the principal amount of $125,000 to a director and a convertible note in the principal amount of $25,000 to our chief executive officer (collectively, the “Notes”). The Notes have a term of 2 years and bear interest at a rate of 12% which accrues and is payable in full when the Notes mature. Interest on the Notes may be paid in cash or in shares of common stock of the Company at the Conversion Price (as defined below).The Notes are convertible into shares of common stock at the holder’s sole discretion as follows: (A) prior to consummating an equity financing which generates gross proceeds of not less than $3,000,000 (a “Qualified Offering”), then at the 30 day volume weighted average of the closing price of a tax position is recognizedshare of our common stock as listed or quoted on the market in which the shares are then traded or listed, or (B) after we have consummated a Qualified Offering, at 40% of the price per share of common stock sold in the financial statementsQualified Offering (the “Conversion Price”) . We may, upon 10 business days advance notice, elect to pre-pay the Note, including all accrued interest, in whole or in part, provided that any such prepayment prior to the one-year anniversary of the Note issuance shall be at a price equal to 112% of the then outstanding original principal amount. Upon an event of default, as described in the period during which, basedNotes, the outstanding principal and interest shall become immediately due and payable. Additionally, under the Note, unless waived by the holder, the holder shall not be entitled to convert the Note if such conversion would result in beneficial ownership by the holder and its affiliates of more than 9.99% of the outstanding shares of common stock of the Company on all available evidence, management believessuch date. Based on the Company’s results since inception, both on an operating and capital raising basis, we believe that it is more likely than not that the positionCompany will not be able to complete an equity financing of at least $3,000,000 during the term of the Notes. In addition, we do not believe that the Company will be sustained upon examination, includingable to pre-pay 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 payableNotes prior to the taxing authorities upon examination.


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015



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 whentheir issuance. Based on these conclusions, the Company has not recognized a present legalbeneficial conversion feature or constructive obligationa derivative liability in connection with the convertible debentures.

Note 7 - Income Taxes

Our operating subsidiary is incorporated and based in Puerto Rico which is a commonwealth of the United States. We are not subject to taxation by the United States as Puerto Rico has its own taxing authority which passed the Export Services Act, also known as Act 20, in 2012. Under Act 20, eligible businesses are subject to a resultspecial corporate tax rate of past events,4%. Since inception, we have incurred net losses in each year of operations. Our current provision for the reporting periods presented in these financial statements consisted of a tax benefit against which we applied a full valuation allowance, resulting in no current provision for income taxes. In addition, there was no deferred provision for any of these reporting periods.

At April 30, 2020 and 2019, we had accumulated deficits of approximately $2,600,000 and $972,000, respectively. Deferred tax assets related to the future benefit of these net operating losses for tax purposes totaled approximately $104,000 and $39,000, respectively, based on the Act 20 rate of 4%.  Currently, we focus on projected future taxable income in evaluating whether it is probablemore likely than not that an outflow of resourcesthese deferred assets 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 involved in any litigation and no reserves for litigation costs have been made at this 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. The 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 fully diluted common stock outstanding at the close of businessrealized. Based on the last day priorfact that we have not generated an operating profit since inception, we have applied a full valuation allowance against our deferred tax assets at January 31, 2020 and April 30, 2019.

Note 8 – Common Stock

We are authorized to the date of notice of conversion.


Common Stock

There is currently only one classissue 500,000,000 shares of common stock. Each share of common stock is entitled to one vote. The authorized number of common stock of the Company at December 31, 2015 was 500,000,000 shares with a par value per share of $0.001. Authorized shares that have been issued and fully paid amounted to 22,787,964 as of December 31, 2015 and 1,508,367 as of December 31, 2014. 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.


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015



NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Note 9 – Preferred Stock


On November 16, 2013, the Company's Board of Directors authorized the issuance of Preferred stock of 10,000,000 with a par value of $0.01 per share. The terms of these shares will be determined upon issuance; however, no shares were ever sold or issued.

In March of 2014 the Company issued 900 shares of Series A Preferred Stock.

Our Series A Preferred Stock shall have(“Series A Stock”) is convertible to common stock at a ratio of 8.33 shares of common stock for each share of Series A Stock, and votes together with the right to convert any or all of the series ofcommon stock on an as-converted basis. The Series A Preferred Stock into Common Stock.  Each share ofwas originally issued under the Securities Exchange Agreement, as further described in Note 1. The 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 convertswas automatically converted into one hundred thousand (100,000) shares of Common Stock.

On May 21, 2014,common stock upon the 900effectiveness of our reverse stock split in August 2019, except for 208,704 shares of Series A Preferred Stockwhich were exchanged for 900 Shares of Series C Preferred Stock.  Series C Stock shall have the rightsubject 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 ora limitation on the number of shares of Common Stock into whichcommon stock that can be held by the holder of those shares of Series CA Stock.

Our Series B Preferred Stock (“Series B Stock”) is convertible be subject to any adjustment resulting frominto common stock at a reverse splitratio of the Common Stock. On all matters the holders0.8334 shares 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) votecommon stock for each share of series C Preferred Stock held.  On January 9, 2015 10 Series C shares were exchanged for 1,000,000 shares of our Common Stock.


In March of 2014 the Company issued 300,000 shares of Series B Preferred stock.Stock held and votes together with the common stock on an as-converted basis. The holders of Series B Preferred Stock shallwas originally issued under the Exchange Agreement, as further described in Note 1. Conversions of Series B Stock into Common Stock are as follows:

Date Series B Common Stock
July 2019 240,000 200,000
November 2019 60,000 50,000
December 2019 231,022 192,519

F-12

Note 10 - Warrants

In May 2019, as part of the Share Exchange Agreement, we issued warrants to purchase 469,874 shares of common stock at an exercise price of $0.324 per share of common stock. The value of these warrants was considered to be entitleda nominal amount at the time of issuance. In September 2019, we received $152,239 in connection with the exercise of these warrants. We also assumed a fully vested, restricted stock unit agreement requiring the issuance of 41,667 shares of common stock in May 2021, as well as a warrant to whenpurchase 5,556 shares of common stock at an exercise price of $60.00 per share. This warrant expires in March 2021.

Note 11 – Share Based Awards

Effective August 2019, shareholders approved the 2019 Equity Incentive Plan (the “Plan”) which allows us to incentivize key employees, consultants, and if declared bydirectors with long term compensation awards such as stock options, restricted stock, and restricted stock units (collectively, the “Awards”). The number of shares issuable in connection with Awards under the Plan may not exceed 8,750,000.

A.October 2019 Issuances

In October 2019, we issued options to purchase 350,000 shares of common stock valued at $477,500. Options to purchase 200,000 shares vest ratably over a 2 year period and expire in October 2029. Options to purchase 150,000 shares vest ratably over a 3 year period and expire in October 2024. All of the options were issued at an exercise price of $2.10 which equaled the stock price on the date of issuance. We used the Black-Scholes Model to estimate the fair value of the stock options issued using the following assumptions: (i) expected volatility – 75%, (ii) risk free interest rate – 1.59% or 1.74%, (iii) expected life – 5 or 10 years, and (iv) expected dividend yield of 0%.

B.January 2020 Issuances

In January 2020, we issued options to purchase 1,100,000 shares of common stock exercisable at $0.82 vesting quarterly over a 3 year period. These options were valued at $707,300. We also issued options to purchase 147,475 shares of common stock exercisable at $0.82. These options were valued at $94,826 and were vested in full upon issuance. All of these options were issued at an exercise price which equaled the stock price on the date of issuance. We used the Black-Scholes Model to estimate the fair value of the stock options issued using the following assumptions: (i) expected volatility – 75%, (ii) risk free interest rate – 1.74%, (iii) expected life – 10 years, and (iv) expected dividend yield of zero.

C.Summary

Compensation expense recognized during the year ended April 30, 2020 was 269,895, of which $213,959 was included in general and administrative expenses and $55,936 was included in research and development expenses. There was no compensation expense recognized during the year ended April 30, 2019.

Options exercisable as of January 31, 2020 totaled 339,142. The remaining weighted average contractual term of the options outstanding at October 31, 2019 was 9.22 years. The aggregate intrinsic value of outstanding options, representing the excess of the stock price at April 30, 2020 of $1.50 over the exercise price of each option, was $848,283 at April 30, 2020.

F-13

Note 12 - Related-Party Transactions

Shares Issued for Services – In May 2019, we issued 1,570 shares of common stock valued at $70,000 to a shareholder for legal services provided to us. In April 2020, we issued 150,000 shares of common stock with a fair market value of $204,000 to a different law firm for services provided to us.

Office Lease – We rented space from our Chief Executive Officer during the fiscal year ended April 30, 2019 and made payments totaling $8,100.

Convertible Note Financing – In December 2019, we completed a convertible note financing with a member of the Board of Directors outfor $125,000 and with our Chief Executive Officer for $25,000. See Note 6 for details on the terms of the funds of the Company, non-cumulative cash dividends accruing on a daily basis fromtransaction.

Note 13 - Subsequent Events

Subsequent events have been evaluated through the date of issuancethis filing and there are no subsequent events which require disclosure.

F-14

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A.  CONTROLS AND PROCEDURES

Management’s Report on Internal Control Over Financial Reporting

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the Series B Preferred Stock througheffectiveness of the design and includingoperation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the dateExchange Act.

Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2020, based on which dividends are paid at an annual ratethe criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework (2013) issued by the Committee of six percent (6%Sponsoring Organizations of the Treadway Commission (“COSO”) per shareand SEC guidance on conducting such assessments. Based on that evaluation, we believe that, during the period covered by this report, such internal controls and procedures were not effective.

Our disclosure controls and procedures were not effective for the following reasons:

We did not maintain effective controls to identify and maintain segregation of Series B Preferred Stock.  Series B Preferred Stock shall rank seniorduties in identifying, authorizing, approving, accounting for, and disclosing significant estimates, related-party transactions, significant unusual transactions, and other non-routine events and transactions. Specifically, one individual, our Chief Executive Officer, initiates non-routine transactions, reviews, evaluates, approves, and records non-routine transactions and initiates journal entries, approves journal entries, and posts journal entries to the Common Stock andgeneral ledger. There is no independent review of any financial duties performed by this individual.

Our management and/or other suitably qualified personnel did not perform an independent review of 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 as 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, 2015, and 2014.
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other newall related disclosures for completeness, consistency, and compliance with GAAP and our accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015

NOTE 4 - GOING CONCERN

As reported inand disclosure policies. Specifically, one individual, our CEO, reviews and approves the consolidated financial statements, the Company hasincluding disclosures.

In November 2019, we engaged Joseph Hernon, an accumulated deficitexperienced financial consultant, to assist us in reviewing our financial statements to ensure completeness, consistency and has had cash flow constraintscompliance with its current revenue stream. These trends have been consistent for the past few periods, respectively.


These factors create uncertainty about the Company's ability to continue as a going concern. The abilityGAAP. On January 23, 2020, Mr. Hernon was appointed Chief Financial Officer of the Company to continue as a going concern is dependent on the Company obtaining adequate capitalenable us to fund operating losses until it becomes profitable. If the Company is unablestrengthen our internal controls.

This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting. Management’s report was not subject to obtain  adequate  capital  it  could  be  forcedattestation by our registered public accounting firm pursuant 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 abilityrules of the CompanySEC that exempt smaller reporting companies from this requirement.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our fourth quarter that have materially affected, or are reasonably likely to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraphmaterially affect, our internal control over financial reporting.

Item 9b. Other Information

None.

32

PART III

Item 10.  Directors, Executive Officers 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 5 - EARNINGS PER SHARE
Corporate Governance

The following table sets forth the information used to compute basicregarding our current directors and diluted net income per share attributable to the Company for the years ended December 31:

  12/31/2015  12/31/2014 
       
Net Income (Loss) $(3,547,594) $(7,360,235)
         
Weighted-average common shares outstanding basic:     
         
Weighted-average common stock - Basic  21,901,314   1,220,955 
Equivalents        
  Stock options  0   - 
  Warrants  -   - 
  Convertible notes, Preferred stock  2,400,000   2,400,000 
         
Weighted-average common stock - Diluted  21,901,314   1,220,955 



ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015


NOTE 6 - PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
For the Periods Ended: 12/31/2015  12/31/2014 
       
Property, plant and equipment consist of the following:      
       
Equipment $247,750  $247,750 
Computers and software  7,400   7,400 
Other equipment  400   400 
Less: disposal  (226,676)  0 
Total property, plant and equipment  28,874   255,550 
Less:        
Accumulated depreciation  24,500   3,900 
Current depreciation expense  5,105   20,600 
Less: disposal  (22,500)  0 
Total accumulated depreciation  7,105   24,500 
         
     Net property, plant and equipment $21,769  $231,050 
         
Intangible assets consist of:        
         
Goodwill $256,000  $256,000 
Intangible assets  7,751,031   7,751,031 
Less:        
Impairment  7,907,031   6,665,887 
         
Net intangible assets $100,000  $1,341,144 
         
Depreciation expense was $5,105 at December 31, 2015 and $20,600 at December 31, 2014. 

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company pays $2,500 per month to a related party for office space and administrative services on a month-to-month basis.  There are no long-term commitments pertaining to this arrangement.

The Company agreed to set up short term notes payable to the board for unpaid fees during 2013 and the first quarter of 2014. A short term note was issued to Donna Steward for $3,750 and Charles Snipes for $1,500, Robert Anderson for $750, with a stated 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 $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. Texas Gulf Oil & Gas, Inc. has a 60-day right of first refusal to invest funds in any new oil or gas leases that Texas Gulf Exploration & Production, Inc. locates and signs leases for.


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015

NOTE 7 - RELATED PARTY TRANSACTIONS (CONTINUED)

During the course of 2014 a related party has advanced $80,894 to Texas Gulf Exploration & Production, Inc. in the form of working capital advances. These loans are due on demand and carry no interest rate. This was increased to $128,116 during the first quarter of 2015.

The Company paid off additional related party accrued liabilities through the issuance of 120,000 shares of our common stock valued at $33,400.

NOTE 8 – NOTES PAYABLE

Notes payable consist of the following for the periods ended; 12/31/2015  12/31/2014 
       
Conventional convertible note issued as working capital advances during 2014 with an interest rate stated at 5%. This note is due September 30, 2015 and can be converted at $0.30 per share. 
       
   7,500   0 
         
Conventional convertible note issued as working capital advances during 2014 with an interest rate stated at 5%. This note is due September 30, 2015 and can be converted at $0.30 per share. 
         
   7,500   0 
         
Promissory note from a related party issued as working capital advances during 2014 with an interest rate stated at 0%. This note is due on demand. 
         
   95,942   83,294 
         
Funds advanced from a related party issued for working capital during 2015 with an interest rate stated at 0%. This note is due on demand. 
         
   52,493   0 
         
Promissory note from a related party issued as working capital advances during 2014 with an interest rate stated at 0%. This note is due on demand. 
         
   90,069   0 
         
Note dated June 22, 2014 with an interest rate stated at 4%. This note is convertible into 270,000 shares of common stock. 
         
   0   135,000 
         
Total Notes Payable  253,504   218,294 
         
Less Current Portion  253,504   215,894 
         
Long Term Notes Payable $0  $0 
         
All are classified as short term by the Company. Accrued interest on these notes totaled. $0  $0 


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015



NOTE 9 - COMMITMENTS AND CONTINGENCIES

The company current has no commitments or contingencies that require reporting.
 NOTE 10 – SUBSEQUENT EVENTS

There were no reportable subsequent events.

NOTE 11 - ACQUISITIONS

On March 31, 2014, The Company's subsidiary Legal Capital Corp, acquired certain assets of Litigation Capital Corp. Also on March 31, 2014, the Company's subsidiary Texas Gulf Exploration & Production, Inc. acquired certain assets of Texas Gulf Oil and Gas Inc., The acquisitions were accounted for as business purchases and recorded at the estimated fair values of the net tangible and identifiable intangible assets acquired. The excess of the purchase price over the assets acquired was recorded as goodwill. Valuations generally were determined by an independent valuation expert and the acquisition of the key operating assets were audited as significant subsidiaries. The valuation of the assets acquired from Texas Gulf Oil & Gas, Inc. is based upon potential future earnings from the 5 year oil well servicing contract by and between our subsidiary, Texas Gulf Exploration & Production, Inc., and Texas Gulf Oil & Gas, Inc.  The potential earnings are not guaranteed and could differ significantly due to the market price of crude oil and the inability of the Company to raise the capital necessary to sustain the operations of our subsidiary. Our Texas Gulf Oil & Gas, Inc. asset has recorded an impairment as more fully described in our fixed asset footnote. A summary of the purchase price, assets acquired and other information for each of these business purchases is as follows:
  Litigation  Texas 
  Capital  Gulf Oil 
  Corp.  & Gas 
     Assets 
       
Cash $45,727  $0 
         
Intangible assets  256,000   7,751,031 
         
Equipment  0   45,650 
         
Total Assets Purchased $301,727   7,796,681 
         
Components of purchase price        
         
Series C Preferred $0  $7,722,650 
         
Series B Preferred  300,727   0 
         
Assumption of liabilities  1,000   74,031 
         
Total purchase price $301,727  $7,796,681 
These investments were reduced for an impairment charge of $6,665,887 in December of 2014 and an additional impairment charge of $1,241,144 in 2015 due to industry economic conditions reducing our carrying value to $100,000. 

ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015


 NOTE 12 - NOTES RECEIVABLE
During December 2013 the company sold its working subsidiary Pipeline Nutrition, U.S.A. Inc. to a related party and extended the collection of a note receivable from December 31, 2013 until December 31, 2014 in exchange for increasing its current note to $135,000. In addition to extending the due date of the note the Company will receive an additional $165,000 in a long term note equaling $300,000 in total. $5,000 was received in February 2014, $130,000 is due in December 2014 and the balance of $160,000 is due at March 1, 2015. This note has an 8% stated interest rate payable upon maturity of the note. After notification from Pipeline Nutrition, U.S.A. that they were ceasing operations we have impaired this note for the full receivable of $295,000 for the year ended December 31, 2014.

NOTE 13 – INCOME TAXES

The Company, a C-corporation, accounts for income taxes under ASC Topic 740 (SFAS No. 109)  Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company adopted the provisions of FASB ASC 740-10 " Uncertainty in Income Taxes " (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10.  If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

Currently the Company has projected $24,085,568 as of December 31, 2015 in Net Loss Operating Loss carry-forwards available. The benefits of the potential tax savings will be recognized in the financial statements upon the acquisition or development of revenue source to apply against these losses. The company recognizes that the Internal Revenue Service has the final determination of the NOL available going forward and that amount may be significantly different from that recorded to date.

The net operating loss carry forwards for federal income tax purposes will expire between 2015 and 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% effective tax rate for our projected available net operating loss 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 its 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.

Components of Net Operating Loss and Valuation allowance are as follows:


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015



NOTE 13 – INCOME TAXES (CONTINUED)
  12/31/2015  12/31/2014 
    Deferred tax assets:      
       
       Beginning  NOL Carryover $20,537,568  $13,177,333 
         
Adjusted Taxable Income(loss)  (3,547,594)  (7,360,235)
         
    Valuation allowance  0   0 
         
       Ending  NOL Carryover  24,085,162   20,537,568 
         
    Tax Benefit Carryforward  8,188,955   6,982,773 
         
    Valuation allowance  (8,188,955)  (6,982,773)
         
    Net deferred tax asset $0  $0 
         
Net Valuation Allowance $(8,188,955) $(6,982,773)
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 $8,188,955 at December 31, 2015 and $6,982,773 at December 31, 2014.

NOTE 14 - SEGMENT INFORMATION

The accounting standards for reporting information about operating segments define operating segments as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's chief operating decision maker is the Chief Executive Officer. The Company is organized by line of business. While the Chief Executive Officer evaluates results in a number of different ways, the line of business management structure is the primary basis for which the allocation of resources and financial results are assessed. Under the aforementioned criteria, the Company operates in two operating and reporting segments: metal purchasing, processing, recycling and selling, and used auto parts.

The information provided below is obtained from internal information that is provided to the Company's chief operating decision maker for the purpose of corporate management. The Company uses operating income (loss) to measure segment performance. The Company does not allocate corporate interest income and expense, income taxes, other income and expenses related to corporate activity or corporate expense for management and administrative services that benefit both segments. In addition, the Company does not allocate restructuring charges to the segment operating income (loss) because management does not include this information in its measurement of the performance of the operating segments. Because of this unallocated income and expense, the operating income (loss) of each reporting segment does not reflect the operating income (loss) the reporting segment would report as a stand-alone business.

The table below illustrates the Company's results by reporting segment for the years ended December 31, 2015 and 2014:
ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015

NOTE 14 - SEGMENT INFORMATION (CONTINUED)
 12/31/2015 12/31/2014 
Revenue    
     
Oil service operations $59,404  $39,720 
Litigation  0   2,374 
         
Total Revenue $59,404  $42,094 
         
 12/31/2015 12/31/2014 
Cost of Sales        
         
Oil service operations $49,769  $20,084 
Litigation  0   0 
         
Total Product Cost $49,769  $20,084 
         
 12/31/2015 12/31/2014 
Operating Cost        
         
Oil service operations $34,665  $310,977 
Litigation  644   36,399 
         
Total Operating Cost $35,309  $347,376 
         
 12/31/2015 12/31/2014 
Net Operating Income(Loss)        
         
Oil service operations $(25,030  $(273,341)
Litigation  (644   (34,025)
         
Total Net Operating Income(Loss) $(25,674  $(307,366)
         


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015



NOTE 15 - INVESTMENTS

On January 6, 2015, the Company entered into a Joint Venture Agreement with Wagley Offshore-Onshore, Inc. (the "JV Agreement" and "Wagley", respectively). The purpose of the JV Agreement is to pursue a distressed energy asset acquisition program to take advantage of the reduction in value of these assets due to the historically low price of crude oil. The Joint Venture, to be known as Wagley-EnergyTEK J.V. LLC, a Texas limited liability company (the "LLC"), will utilize the extensive relationships of Wagley to acquire energy related assets such as equipment leases and production in exchange for a combination of cash and/or equity securities of the Company. As a term and condition of the JV Agreement, the Company issued Twenty Million (20,000,000) restricted shares of its common stock to the Joint Venture as its capital contribution to the Joint Venture. The Company is valuing this investment at the fair market value of the stock issued on the date of the transaction. This investment was fully impaired charge due to industry economic conditions.

NOTE 16 – DERIVATIVE LIABILITY

The Company accounts for derivative financial instruments in accordance with ASC 815, which requires that all derivative financial instruments be recorded in the balance sheets either as assets or liabilities at fair value.

The Company's derivative liability is an embedded derivative associated with the Company's convertible promissory note. The convertible promissory note was issued on January 14, 2015, (the "Note"), is a hybrid instruments which contain an embedded derivative feature which would individually warrant separate accounting as a derivative instrument under Paragraph 815-10-05-4.  The embedded derivative feature includes the conversion feature to the Note. Pursuant to Paragraph 815-10-05-4, the value of the embedded derivative liability have been bifurcated from the debt host contract and recorded as a derivative liability resulting in a reduction of the initial carrying amount (as unamortized discount) of the notes, which are amortized as debt discount to be presented in other (income) expenses in the statements of operations using the effective interest method over the life of the notes.

The embedded derivative within the note have been valued using the Black Scholes approach, recorded at fair value at the date of issuance; and marked-to-market at each reporting period end date with changes in fair value recorded in the Company's statements of operations as "change in the fair value of derivative instrument".

As of January 14, 2015 and December 31, 2015, the estimated fair value of derivative liability was determined to be $125,019 and $0, respectively. On July 14, 2014, the derivative liability was recognized with a debt discount of $64,000. During the year ended December 31, 2015, amortization of $40,507 was recorded against the discount. The change in the fair value of derivative liabilities for the year ended December 31, 2015 was $0 resulting in an aggregate gain on derivative liabilities of $59,117.

Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets:
executive officers:

NameAgePosition
     
Jeffrey M. Thompson54President, Chief Executive Officer and Director
     
Joseph Hernon60Chief Financial Officer, Treasurer and Secretary
  
Nicolas Liuzza, Jr.53Director
Patrick T. Mitchell58Director
Jonathan Read60Director

Our directors hold office until the next annual meeting of shareholders of the Company and until their successors have been elected and qualified. Our officers are elected by and serve at the discretion of the board of directors.

Biographies

Jeffrey M. Thompson, President and Chief Executive Officer

Jeffrey Thompson has been President and Chief Executive Officer of the Company since May 15, 2019. Mr. Thompson was a director of Exactus, Inc. (OTCMKTS:EXDI), a producer and marketer of products made from industrial hemp containing cannabidiol, currently traded on the OTCQB venture market from January 2019 until April 2020. In December 1999, Mr. Thompson founded Towerstream Corporation (OTCQB:TWER), fixed-wireless fiber alternative company delivering high-speed internet access to businesses, and served as its president, chief executive officer and a director from November 2005to February 2016. In 1994, Mr. Thompson founded EdgeNet Inc., a privately held Internet service provider (which was sold to Citadel Broadcasting Corporation in 1997) and became eFortress through 1999. Mr. Thompson holds a B.S. degree from the University of Massachusetts.

Mr. Thompson’s management and public company experience and his role as President and Chief Executive Officer of the Company, led to his appointment as a director.

Joseph Hernon, Chief Financial Officer and Secretary

Joseph Hernon has been Chief Financial Officer and Secretary of the Company since January 23, 2020. Mr. Hernon has extensive experience in financial services over the course of his 30-year career. Prior thereto from May 2016, Mr. Hernon was a financial consultant to various private companies. Prior to that, Mr. Hernon was the Chief Financial Officer for three public companies, including, most recently, Towerstream Corporation from May 2008 through May 2016.  Previously, Mr. Hernon was employed for almost 10 years by PricewaterhouseCoopers in its audit practice and was a Senior Business Assurance Manager during his last five years with the firm.  Mr. Hernon is a certified public accountant and earned a Master’s degree in Accountancy from Bentley University in 1986.

Nicholas Liuzza Jr., Director

Nicholas Liuzza Jr. has been a director of the Company since June 1, 2019. Mr. Liuzza serves as an Executive Vice President of Real Matters, Inc. a network management services provider for the mortgage lending and insurance industries (“Real Matters”), a position he has held from April of 2016. Real Matters is listed on the Toronto Stock Exchange. Mr. Liuzza co-founded and served as the Chief Executive Officer of Beeline Mortgage LLC, a residential mortgage lender, since 2019. Prior to founding Beeline Mr. Liuzza founded Linear Title & Closing in 2005, and was a senior executive until its sale in 2016. Mr. Liuzza was also the founder and CEO of Linear Settlement Services, LLC, a title insurance agency acquired by Real Matters. In 2001, Mr. Liuzza founded and was the President of New Age Nurses, a healthcare staffing company which he grew into a national provider of healthcare personnel services which became the platform for a reverse merger upon its acquisition in 2003 by Crdentia.  Priorthereto, Mr. Liuzza was Executive Vice President of AMICUS Legal Staffing, a national staffing services provider with a specialization in real estate transactions. Mr. Liuzza started his career with Xerox Corporation in 1988. 

Mr. Liuzza’s more than 20 years of experience as an entrepreneur in the software industry and his sales experience and software development led to his appointment as a director.

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Patrick T. Mitchell, Director

Patrick T. Mitchell has been a director of the Company since June 1, 2019. Mr. Mitchell has been the Chief Executive Officer of The Carpenter Health Network, a health care provider in the Gulf Coast region providing nursing, home care, hospice, and rehabilitation care services, since 2014. In 2002, Mr. Mitchell founded St. Joseph Hospice with the mission of providing peace, comfort and dignity to those facing terminal illness. The Carpenter Health Network was created in 2014 as the parent company of St. Joseph Hospice and its sister companies. In 2006, Mr. Mitchell formed STAT Home Health, a healthcare services company, leading to Louisiana’s first AIM Palliative Home Health Program that helps seriously ill patients who lack coordinated hospital, home health and hospice care. In 2013, Mr. Mitchell created Homedica, a healthcare services company, to improve the patient experience and reducing hospitalizations by enabling physicians and mid-level care providers to make house calls. Mr. Mitchell is a graduate of the University of Louisiana-Monroe.

Mr. Mitchell’s experience building companies and his merger and acquisitions and corporate finance experience led to his appointment as a director.

Jonathan Read, Director

Jonathan Read has been a director of the Company since August 18, 2017 and was the Chief Executive Officer, Secretary and Treasurer of the Company from October 20, 2017 until May 2019. From July 14, 2017 through July 20, 2018, Mr. Read served as a director of BTCS Inc, a digital asset-related company which may be deemed a potential competitor. From November 1, 2015 to January 31, 2017, Mr. Read was Chief Executive Officer and a director of the Company. Since 2013, Mr. Read has been Managing Partner of Quadratam1 LLC, a Scottsdale, Arizona based firm specializing in providing financial and organizational consulting services for growth-stage companies in the United States and China. From 2005 through 2012, Mr. Read was the Chief Executive Officer and a director of ECOtality, Inc. (“ECOtality”), a San Francisco based company that Mr. Read founded. In 2013, ECOtality, Inc. filed for Chapter 11 bankruptcy protection. In 2014, Mr. Read filed for bankruptcy personally.

Mr. Read’s prior experience with the Company and other public company led to his appointment as a director.

Family Relationships

There are no family relationships among any of our officers or directors.

Involvement in legal proceedings

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations, except that ECOtality filed for Chapter !! bankruptcy in 2013 and Mr. Read filed for personal bankruptcy in 2014.

Board Committees

The Company has no nominating, audit or compensation committees. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

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Code of Ethics

The Company has not as yet adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small size and limited resources and because management's attention has been focused on matters pertaining to raising capital and the operation of the business.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% percent of our equity securities ("Reporting Persons") to file reports of ownership and changes in ownership with the SEC. Based solely on our review of copies of such reports and representations from the Reporting Persons, we believe that during the fiscal year ended April 30, 2020, the Reporting Persons timely filed all such reports, except that Nick Liuzza filed a Form 3 reporting becoming a director, late and Jeffrey Thompson failed to report the conversion of Series A preferred stock into common stock.

Changes in Nominating Process

There are no material changes to the procedures by which security holders may recommend nominees to our Board. 

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ITEM 11.EXECUTIVE COMPENSATION

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our Chief Executive Officer and the other(1 executive officer with compensation exceeding $100,000 during the fiscal years ended April 30, 2020 and 2019 (each a "Named Executive Officer").

SUMMARY COMPENSATION TABLE

Name and Principal Position Year Salary
($)
 Bonus
($)
 Option Awards
($)(2)
 All Other Compensation
($)
 Total
($)
Jeffrey Thompson  2020  $153,333  $—    $—    $—    $153,333 
Chief Executive Officer and President  2019  $—    $—    $—    $—    $—   
                          
Jonathan Read  2020  $10,000   —     —     —    $10,000 
Chief Executive Officer (1)  2019  $240,000   —     —     —    $240,000 

(1)Mr. Read resigned as the Company’s Chief Executive Officer in May 2019.

2019 Equity Incentive Plan

On May 24, 2019, the holders of the majority of the Company’s common stock approved the Company’s 2019 Equity Incentive Plan (the “Plan”). The Plan provides for the award of stock options (incentive and non-qualified), stock awards and stock appreciation rights to officers, directors, employees and consultants who provide services to the Company.

The terms of awards under the Plan are made by the Board, or by a compensation committee appointed by the Board. The Company has reserved 10,500,000,000 shares (before the 1,200 to 1 reverse stock split) for issuance under the Plan. The Board may terminate the Plan at any time. Unless sooner terminated, the Plan will terminate ten years after the effective date of the Plan. All vested or unvested awards are immediately forfeited at the option of the Board in the event that the recipient performs certain acts against the interests of the Company as described in the Plan. The number of shares of common stock covered by each outstanding stock right, and the number of shares of common stock which have been authorized for issuance under the Plan as well as the price per share of common stock (or cash, as applicable) covered by each such outstanding option or SAR, shall be proportionately adjusted for any increases or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification, or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by the Company.

Employment Agreements

We currently do not have employment agreements with our executive officers.

Outstanding Equity Awards

There were no equity awards made to our Named Executive Officers that were outstanding at April 30, 2020. 

Director Compensation

Director Compensation Table

Name  Fees Earned or Paid in Cash   Stock Awards   Options Awards   Non-Equity Incentive Plan Compensation   Nonqualified Deferred Compensation Earnings   All Other Compensation   Total 
Nicholas Liuzza Jr. $—     —     148,000(1)   —     —     —    $148,000 
Patrick T. Mitchell $—     —     148,000(1)   —     —     —    $148,000 

(1) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 (See Note 11 to the financial statements) of 10-year options to purchase 100,000 shares of common stock at an exercise price of $2.10, 50,000 of which shares vested on August 5, 2020 and 50,000 shares subject to the option vest on October 8, 2020.

During the year ended April 30, 2020, no cash compensation has been paid to our directors in consideration for their services rendered in their capacities as directors.

Employee Benefit Plans

The Company currently has no employee benefit plans.

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ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of August 5, 2020, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each of our directors (iii) each of our Named Executive Officers and (iv) all executive officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder's address is c/o Red Hat Holdings, Inc., 607 Ponce de Leon Ave, Suite 407.San Juan, Puerto Rico, 85251.

The percentages below are calculated based on 20,011,090 shares of common stock issued and outstanding as of August 5, 2020.

Name and Address of Beneficial Owner Amount of Shares Beneficially Owned Percentage of Beneficial Ownership
Named Executive Officers and Directors:        
Jeffrey Thompson  12,164,668(1)  60.7%
Nicholas Liuzza, Jr.  340,412(2)  1.7%
Patrick Mitchell  313,248  1.6%
         
Jonathan Read  —       
Joseph Hernon  183,333(3)  *
All executive officers and directors as a group (5 persons)  13,001,661(1)(2)(3)  64.9%

*Represents less than 1%

(1) Includes 26,316 shares of common stock issuable upon conversion of $25,000 of convertible notes at a conversion price of $0.95.

(2) Includes 131,579 shares of common stock issuable upon conversion of $125,000 of convertible notes at a conversion price of $0.95.

(3) Represents a stock option exercisable within 60 days.

Change-in-Control Agreements

The Company does not have any change-in-control agreements with any of its executive officers.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On October 12, 2018, Company issued a promissory note in the principal amount of $15,000 to Jonathan Read, our director and then Chief Executive Officer. The note, and accrued interest thereon, was repaid in full in January 2019.

On May 13, 2019, the Company paid $1,820 to Mr. Read for expenses paid on behalf of the Company by Mr. Read.

The Company rented office space from Jeffrey Thompson, its Chief Executive Officer until March 31, 2019 and paid a total of $8,100 from May 1, 2018 to March 31, 2019 for such space.

In December 2019, we issued a two-year convertible note in the principal amount of $125,000 to Nicholas Liuzza, Jr., a director, and a convertible note in the principal amount of $25,000 to Jeffrey Thompson, our chief executive officer. The notes bear interest at a rate of 12% per annum which accrues and is payable in full upon maturity. Interest on the notes may be paid in cash or in shares of common stock of the Company at the holder’s sole discretion as follows: (i) prior to an equity financing which generates gross proceeds of not less than $3,000,000 (a “Qualified Offering”), at the 30 day volume weighted average of the closing price of our common stock, or (ii) after we have consummated a Qualified Offering, at 40% of the price per share of common stock sold in the Qualified Offering. We may, upon 10 business days advance notice, elect to pre-pay the notes, including all accrued interest, in whole or in part, provided that any such prepayment prior to the one-year anniversary of the note issuance be at a price equal to 112% of the then outstanding original principal amount. Upon an event of default, as described in the notes, the outstanding principal and interest shall become immediately due and payable. Additionally, under the note, unless waived by the holder, the holder may not convert the note if such conversion would result in beneficial ownership by the holder and its affiliates of more than 9.99% of the outstanding shares of common stock of the Company.

Director Independence

Our Board is currently composed of four members. We consider Nicholas Liuzza Jr., Patrick Mitchell and Jonathan Read to be independent directors.

37

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table reflects the aggregate fees billed for professional services rendered by our principal accountant, BF Borgers, CPA P.C. (“BFB”), for the fiscal year ended April 30, 2020 and 2019 of $64,800 and $16,200, respectively and Ciro E. Adams, CPA, LLC for the fiscal years ended April 30, 2020 and 2019 of $30,000 and $49,425, respectively:

  April 30, 2020  April 30, 2019 
Audit Fees $94,800  $65,625 
Audit-Related Fees        
Tax Fees        
All Other Fees        

Audit Fees. Consists of fees for professional services rendered for the audit of our annual financial statements included in our Annual Report on Forms 10-K for our fiscal years ended April 30, 2020 and 2019 and reviews of our interim financial statements included in our Quarterly Reports on Form 10-Q.

Audit-Related Fees. Consists of fees for assurance and related services that are reasonably related to the audit. This category includes fees related to assistance consulting on financial accounting/reporting standards.

Tax Fees.  Consists of amounts billed for professional services rendered for tax return preparation, tax planning, and tax advice.

All Other Fees.  Consists of amounts billed for services other than those noted above.

Administration of the Engagement; Pre-Approval of Audit and Permissible Non-Audit Services

We have not yet established an audit committee. Until then, there are no formal pre-approval policies and procedures. Nonetheless, the auditors engaged for these services are required to provide and uphold estimates for the cost of services to be rendered. The percentage of hours expended on BFB's respective engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.

Exhibit No.Description
2.1Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2016)
2.2Articles of Merger- Nevada (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2016)
2.3Articles of Merger- Arizona (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2016)
2.4Agreement of Merger, dated January 23, 2019, among the Company, Rotor Riot Acquisition, LLC and the stockholder signatory thereon (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2020)
2.5Amendment No. 1 to the Agreement of Merger, dated December 31, 2019, among the Company, Rotor Riot Acquisition, LLC and the stockholder signatory thereon (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2020)
2.6Amendment No. 2 to the Agreement of Merger, dated December 31, 2019, among the Company, Rotor Riot Acquisition, LLC and the stockholder signatory thereon (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2020)
3.1Amended and Restated Articles of Incorporation, dated July 17, 2019 (incorporated by reference to Exhibit B to the Company’s Schedule 14C Information Statement filed with the SEC on July 2, 2019)
3.2Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 8, 2017)
3.3Certification of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2018)
3.4Certification of Designation of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2018)
3.5Amendment No. 1 to Certification of Designation of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2018)
3.6Certificate of Withdrawal, dated May 13, 2019 of Certification of Designation of the Series A Preferred Stock, dated December 6, 2018, Series E Convertible Preferred Stock, dated January 3, 2018 and the Amendment to the Certification of Designation of the Series E Convertible Preferred Stock, dated January 3, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
3.7Certification of Designation of Series A Preferred Stock, dated May 10, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
3.8Certification of Designation of Series B Preferred Stock, dated May 10, 2019 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
4.2*Description of Capital Stock
10.1Form of Senior Convertible Note (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2019)
10.2Share Exchange Agreement, dated as of May 13, 2019, among TimefireVR, Inc. (Timefire”), Red Cat Propware, Inc, and Red Cat Propware, Inc’s. shareholders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
10,3Warrant, dated May 5, 2019, issued to Calvary Fund I LP (“Calvary”) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
10.4Restricted Stock Unit Agreement, dated May 15, 2019, between Timefire and Jonathan Read (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
10.5Securities Exchange Agreement, dated May 13, 2019, between Timefire and Calvary (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
10.6Securities Exchange Agreement, dated May 13, 2019, between Timefire and L1 Capital Global Opportunity Master Fund Ltd. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
10.7Securities Exchange Agreement, dated May 13, 2019, between Timefire and Digital Power Lending, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
10.8Securities Exchange Agreement, dated May 13, 2019, between Timefire and Gary Smith (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
10.9Securities Exchange Agreement, dated May 13, 2019, between Timefire and Edward Slade Mead (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
10.1Redemption Letter for Series A Preferred Stock, dated May 9, 2019, from Timefire to Jonathan (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
10.112019 Equity Incentive Plan (incorporated by reference to Exhibit C to the Company’s Schedule 14C Information Statement filed with the SEC on July 2, 2019)
10.12$175,000 Promissory Note, dated January 23, 2020, issued to Brains Riding in Tanks. LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 29,2020)
10.13Make Whole Agreement, dated January 23, 2020, among the Company, Brains Riding in Tanks. LLC, Rotor Riot, LLC and Chad Kapper (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 29,2020)
21*List of Subsidiaries
31.1*Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*Certification of Principal Financial and accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document

ITEM 16. FORM 10-K SUMMARY

Not applicable.

SIGNATURES

Pursuant to 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 thereunder duly authorized.

Red Hat Holdings, Inc.
Dated:August 13, 2020By:/s/ Jeffrey Thompson

Jeffrey Thompson

Chief Executive Officer and President

(Principal Executive Officer)

Pursuant to 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 and on the dates indicated.

NameTitleDate
/s/ Jeffrey M. ThompsonChief Executive Officer, President and DirectorAugust 13, 2020
Jeffrey M. Thompson(Principal Executive Officer)
/s/ Joseph HernonAugust 13, 2020
Joseph HernonChief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
/s/ Nicolas Liuzza, Jr.DirectorAugust 13, 2020
Nicolas Liuzza, Jr.    
   Fair Value Measurement Using 
Carrying Value/s/ Patrick T, Mitchell Level 1Director Level 2Level 3TotalAugust 13, 2020
Derivative liabilities on conversion feature-Patrick T. Mitchell   -
   -
/s/ Jonathan ReadDirectorAugust 13, 2020
Jonthan Read   -- 
Total derivative liabilities$-$-$-$-$-


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015

Summary of the Changes in Fair Value of Level 3 Financial Liabilities

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2015:

Derivative Liability
Fair value, January 1, 2015 $-
Additions125,019
Change in fair value(59,117)
Transfers in and/or out of Level 3(65,902)
Fair value, December 31, 2015 $-


F-22

40