UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q10-Q/A
(No. 1)
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
March 31, 2014
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 814-00175
BROADLEAF CAPITAL PARTNERS, INC.
(Exact name of Registrant as specified in its charter)
Nevada | 88-0490034 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification Number) |
| |
3887 Pacific Street | |
Las Vegas, Nevada | 89121 |
(Address of principal executive offices) | (Zip Code) |
(702) 650-3000
(Registrant's telephone number, including area code)
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.
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | |
Non-accelerated filer xo | Smaller reporting company ox | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of October 31, 2013May 7, 2014 the registrant had 167,097,874 shares of common stock outstanding.
INDEX TO FORM 10-Q
Broadleaf Capital Partners, Inc.
FORM 10-Q/A
EXPLANTORY NOTE
| | | | | | |
| |
CONSOLIDATED BALANCE SHEETS | |
| | | | | | |
| | 9/30/2013 | | | 12/31/2012 | |
ASSETS | | Unaudited | | | Audited | |
| | | | | | |
CURRENT ASSETS | | | | | | |
Cash | | $ | 22,964 | | | $ | 107,627 | |
Inventory | | | 24,977 | | | | 37,900 | |
Other current assets | | | 3,413 | | | | 5,678 | |
| | | | | | | | |
Total Current Assets | | | 51,354 | | | | 151,205 | |
| | | | | | | | |
FIXED ASSETS, NET | | | 0 | | | | 0 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 51,354 | | | $ | 151,205 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | |
| | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
Accounts payable and accrued expenses | | $ | 24,349 | | | $ | 55,665 | |
Accrued interest | | | 18,222 | | | | 16,488 | |
Notes payable - current portion | | | 40,663 | | | | 30,383 | |
| | | | | | | | |
Total Current Liabilities | | | 83,234 | | | | 102,536 | |
| | | | | | | | |
LONG-TERM DEBT - Notes payable - long term | | | 19,720 | | | | 0 | |
| | | | | | | | |
Total Liabilities | | | 102,954 | | | | 102,536 | |
| | | | | | | | |
COMMITMENTS AND CONTINGENCIES (Note 8) | | | | | | | | |
| | | | | | | | |
STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | |
Common Stock 250,000,000 authorized at $0.001 par value; | | | | | | | | |
shares issued and outstanding | | | | | | | | |
shares issued and outstanding | | | | | | | | |
Total Common Shares issued and outstanding, respectively | | | 167,098 | | | | 167,098 | |
Additional paid-in capital | | | 14,141,507 | | | | 14,141,507 | |
Accumulated deficit | | | (14,360,205 | ) | | | (14,259,936 | ) |
| | | | | | | | |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | | | (51,600 | ) | | | 48,669 | |
| | | | | | | | |
TOTAL LIABILITIES, AND | | | | | | | | |
STOCKHOLDERS' EQUITY (DEFICIT) | | $ | 51,354 | | | $ | 151,205 | |
| | | | | | | | |
"The accompanying notes are an integral part of these consolidated financial statements." | |
| | | | | |
|
Consolidated Balance Sheets |
| | 3/31/14 | | | 12/31/13 |
| | "Unaudited" | | | "Audited" |
ASSETS |
CURRENT ASSETS | | | | | |
Cash | | $ | 51,242 | | | $ | 7,045 | |
Notes receivable current portion | | | 130,000 | | | | 135,000 | |
TOTAL CURRENT ASSETS | | | 181,242 | | | | 142,045 | |
Notes Receivable - net of current portion | | | 165,000 | | | | 165,000 | |
Property, plant and equipment, net | | | 45,650 | | | | 0 | |
Intangible assets | | | 7,751,031 | | | | 0 | |
Goodwill | | | 256,000 | | | | 0 | |
TOTAL ASSETS | | $ | 8,398,923 | | | $ | 307,045 | |
LIABILITIES AND EQUITY |
CURRENT LIABILITIES | | | | | | | | |
Accounts payable and accrued expenses | | $ | 94,982 | | | $ | 14,951 | |
Accrued interest | | | 510 | | | | 0 | |
Notes payable - current portion | | | 17,250 | | | | 12,750 | |
TOTAL CURRENT LIABILITIES | | | 112,742 | | | | 27,701 | |
| | | | | | | | |
TOTAL LIABILITIES | | | 112,742 | | | | 27,701 | |
COMMITMENTS AND CONTINGENCIES (Note 8) | | | | | | | | |
BROADLEAF CAPITAL PARTNERS, INC.( "BDLF")SHAREHOLDERS' EQUITY | | | | | | | | |
Preferred Stock 10,000,000 authorized all series: Series A $0.01 par value 900 shares | | | | | | | | |
issued and outstanding at March 31, 2014 and none at December 31, 2013 | | | 9 | | | | 0 | |
Series B $0.01 par value 300,000 shares issued and outstanding at March 31, 2014 | | | | | | | | |
and none at December 31, 2013. | | | 3,000 | | | | 0 | |
Common Stock 250,000,000 authorized at $0.001 par value; 167,097,874 | | | | | | | | |
shares issued and outstanding March 31, 2014 and December 31, 2013. | | | 167,098 | | | | 167,098 | |
Additional paid-in capital | | | 22,161,875 | | | | 14,141,507 | |
Accumulated deficit | | | (14,045,801 | ) | | | (14,029,261 | ) |
TOTAL EQUITY | | | 8,286,181 | | | | 279,344 | |
TOTAL LIABILITIES AND EQUITY | | $ | 8,398,923 | | | $ | 307,045 | |
| | | | | | |
|
Consolidated Statements of Operations | |
| | | | | | |
| | For the Three Months Ended | |
| | 3/31/14 | | | 3/31/13 | |
| | "Unaudited" | | | "Unaudited" | |
| | | | | | |
REVENUES | | $ | 0 | | | $ | 10,377 | |
| | | | | | | | |
COST OF SALES | | | 0 | | | | 8,684 | |
| | | | | | | | |
GROSS PROFIT | | | 0 | | | | 1,693 | |
| | | | | | | | |
OPERATING EXPENSES | | | 16,030 | | | | 29,783 | |
| | | | | | | | |
NET INCOME(LOSS) FROM OPERATIONS | | | (16,030 | ) | | | (28,090 | ) |
| | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | |
| | | | | | | | |
Realized Gain on Sale of Investment | | | 0 | | | | 8,467 | |
Other Income | | | 0 | | | | 2,236 | |
Interest expense | | | (510 | ) | | | (1,262 | ) |
| | | | | | | | |
TOTAL OTHER INCOME (EXPENSE) | | | (510 | ) | | | 9,441 | |
| | | | | | | | |
INCOME (LOSS) FROM CONTINUING | | | | | | | | |
OPERATION BEFORE INCOME TAXES | | | (16,540 | ) | | | (18,649 | ) |
| | | | | | | | |
Income taxes | | | 0 | | | | 0 | |
| | | | | | | | |
NET INCOME (LOSS) | | $ | (16,540 | ) | | $ | (18,649 | ) |
| | | | | | | | |
BASIC INCOME (LOSS) PER SHARE | | | | | | | | |
Basic Income(Loss) Per Share | | | (0.000 | ) | | | (0.000 | ) |
Diluted Income (Loss) Per Share | | | (0.000 | ) | | | (0.000 | ) |
| | | | | | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | | | | | | | | |
BASIC | | | 167,097,874 | | | | 167,097,874 | |
DILUTED | | | 257,097,874 | | | | 167,097,874 | |
“The accompanying notes are an integral part of these consolidated financial statements." | |
| |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
| | | | | | | | | | | | |
| | For the Nine Months Ended | | | For the Three Months Ended | |
| | 9/30/2013 | | | 9/30/2012 | | | 9/30/2013 | | | 9/30/2012 | |
| | Unaudited | | | Unaudited | | | Unaudited | | | Unaudited | |
| | | | | | | | | | | | |
SALES | | $ | 45,509 | | | $ | 21,600 | | | $ | 22,836 | | | $ | 13,146 | |
| | | | | | | | | | | | | | | | |
COST OF SALES | | | 31,534 | | | | 17,317 | | | | 18,231 | | | | 12,712 | |
| | | | | | | | | | | | | | | | |
GROSS PROFIT | | | 13,975 | | | | 4,283 | | | | 4,605 | | | | 434 | |
| | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
General and administrative | | | 113,762 | | | | 140,770 | | | | 67,901 | | | | 35,353 | |
| | | | | | | | | | | | | | | | |
Total Expenses | | | 113,762 | | | | 140,770 | | | | 67,901 | | | | 35,353 | |
| | | | | | | | | | | | | | | | |
NET INVESTMENT INCOME(LOSS) | | | (99,787 | ) | | | (136,487 | ) | | | (63,296 | ) | | | (34,919 | ) |
| | | | | | | | | | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Other income | | | | | | | | | | | | | | | | |
Other Income(Expense) | | | 2,236 | | | | 927,318 | | | | (6,231 | ) | | | 0 | |
Debt Forgiveness | | | 0 | | | | 138,304 | | | | 0 | | | | 0 | |
Interest expense | | | (2,418 | ) | | | (8,469 | ) | | | (578 | ) | | | (1,301 | ) |
| | | | | | | | | | | | | | | | |
Total Other Income (Expense) | | | (182 | ) | | | 1,057,153 | | | | (6,809 | ) | | | (1,301 | ) |
| | | | | | | | | | | | | | | | |
INCOME (LOSS) FROM CONTINUING | | | | | | | | | | | | | | | | |
OPERARION BEFORE INCOME TAXES | | | (99,969 | ) | | | 920,666 | | | | (70,105 | ) | | | (36,220 | ) |
| | | | | | | | | | | | | | | | |
Income taxes | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | |
NET INCOME (LOSS) | | $ | (99,969 | ) | | $ | 920,666 | | | $ | (70,105 | ) | | $ | (36,220 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
BASIC INCOME (LOSS) PER SHARE | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic Income (Loss) Per Share | | | (0.001 | ) | | | 0.006 | | | | (0.000 | ) | | | (0.000 | ) |
| | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF | | | | | | | | | | | | | | | | |
SHARES OUTSTANDING | | | 167,097,874 | | | | 162,058,174 | | | | 167,097,874 | | | | 167,097,874 | |
| | | | | | | | | | | | | | | | |
"The accompanying notes are an integral part of these consolidated financial statements." | |
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |
| | | | | | |
| For the Nine Months Ended | |
| 9/30/2013 | | 9/30/2012 | |
| Unaudited | | Unaudited | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
| | | | | | |
Net income (loss) from continuing operations | | $ | (99,969 | ) | | $ | 920,666 | |
Adjustments to reconcile net loss to net cash | | | | | | | | |
used by operating activities: | | | | | | | | |
Common stock issued for services | | | 0 | | | | 7,000 | |
Gain on sale of investment | | | 0 | | | | (927,318 | ) |
Forgiveness of debt | | | 0 | | | | (138,304 | ) |
| | | | | | | | |
(Increase) decrease in other assets | | | 2,265 | | | | (114 | ) |
(Increase) decrease in inventory | | | 12,923 | | | | (67,829 | ) |
Increase (decrease) in accounts payable | | | (31,616 | ) | | | 13,993 | |
Increase (decrease) in Accrued Interest | | | 1,734 | | | | 6,009 | |
Increase (decrease) in Accrued Expenses | | | 0 | | | | (46,475 | ) |
Increase (decrease) in Judgments Payable | | | 0 | | | | 0 | |
| | | | | | | | |
Net Cash Used in Operating Activities | | | (114,663 | ) | | | (232,372 | ) |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
| | | | | | | | |
Sale of investments | | | 0 | | | | 952,351 | |
| | | | | | | | |
Net Cash Provided (Used) in Investing Activities | | | 0 | | | | 952,351 | |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
| | | | | | | | |
Proceeds from related party notes payable | | | 30,000 | | | | 0 | |
Payments on notes | | | 0 | | | | (587,430 | ) |
| | | | | | | | |
Net Cash Provided by Financing Activities | | $ | 30,000 | | | $ | (587,430 | ) |
| | | | | | | | |
NET DECREASE IN CASH | | $ | (84,663 | ) | | $ | 132,549 | |
| | | | | | | | |
CASH, BEGINNING OF PERIOD | | | 107,627 | | | | 11,957 | |
| | | | | | | | |
CASH, END OF PERIOD | | $ | 22,964 | | | $ | 144,506 | |
| | | | | | | | |
"The accompanying notes are an integral part of these consolidated financial statements." | |
| | | | | | |
|
Consolidated Statements of Cash Flows |
| | For the Three Months Ended | |
| | 3/31/14 | | | 3/31/13 | |
| | "Unaudited" | | | "Unaudited" | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net income (loss) from continuing operations | | $ | (16,540 | ) | | $ | (18,649 | ) |
Adjustments to reconcile net loss to net cash | | | | | | | | |
used by operating activities: | | | | | | | | |
Common stock issued for services | | | 0 | | | | 0 | |
| | | | | | | | |
Increase (decrease) in accounts payable /accrued expenses | | | 80,031 | | | | (7,503 | ) |
Increase (decrease) in accrued interest | | | 510 | | | | 578 | |
(Increase) decrease in other assets | | | 0 | | | | 2,265 | |
(Increase) decrease in inventory | | | 0 | | | | 975 | |
| | | | | | | | |
NET CASH USED IN OPERATING ACTIVITIES | | | 64,001 | | | | (22,334 | ) |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
| | | | | | | | |
Acquisition of intangible assets | | | (8,007,031 | ) | | | 0 | |
Purchase of equipment | | | (45,650 | ) | | | 0 | |
| | | | | | | | |
NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES | | | (8,052,681 | ) | | | 0 | |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
| | | | | | | | |
Payments on notes receivable | | | 5,000 | | | | 0 | |
Proceeds from notes payable | | | 4,500 | | | | 0 | |
Issuance of preferred stock series A | | | 7,722,650 | | | | 0 | |
Issuance of preferred stock series B | | | 300,727 | | | | 0 | |
| | | | | | | | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | $ | 8,032,877 | | | $ | 0 | |
| | | | | | | | |
NET DECREASE IN CASH | | | 44,197 | | | | (22,334 | ) |
| | | | | | | | |
CASH, BEGINNING OF PERIOD | | | 7,045 | | | | 107,627 | |
| | | | | | | | |
CASH, END OF PERIOD | | | 51,242 | | | | 85,293 | |
| | | | | | | | |
"The accompanying notes are an integral part of these consolidated financial statements." | |
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES | | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | | |
(CONTINUED) | | |
| | | | | | | |
BROADLEAF CAPITAL PARTNERS, INC. | | BROADLEAF CAPITAL PARTNERS, INC. |
| | |
| | | |
| | For the Nine Months Ended | | | For the Three Months Ended | |
| | 9/30/2013 | | | 9/30/2012 | | | 3/31/14 | | | 3/31/13 | |
| | Unaudited | | | Unaudited | | | "Unaudited" | | | "Unaudited" | |
| | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF CASH | | | | | | | | | | | | |
FLOW INFORMATION | | | | | | | | | | | | |
| | | | | | | | | | | | |
Interest paid | | $ | 684 | | | $ | 2,459 | | | $ | 0 | | | $ | 684 | |
Income taxes paid | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF | | | | | | | | | | | | | | | | |
NON-CASH ACTIVITIES | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Common stock issued in conversion | | | | | | | | | |
of debts and interest | | $ | 0 | | | $ | 180,964 | | |
Common stock issued for settlements | | $ | 0 | | | $ | 19,262 | | |
Preferred stock series A & B stock issued | | | | | | | | | |
in purchase of acquisition assets | | | $ | 8,023,377 | | | $ | 0 | |
Common stock issued for services | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
"The accompanying notes are an integral part of these consolidated financial statements." | "The accompanying notes are an integral part of these consolidated financial statements." | | "The accompanying notes are an integral part of these consolidated financial statements." | |
NOTE 1 -COMPANY BACKGROUND
The consolidated financial statements include those of Broadleaf Capital Partners, Inc., a Nevada company, (Broadleaf), and its wholly owned subsidiaries, Peacock Real Estate Development Corporation (PREDC), Peacock International Corporation (PIC), DotCom Ventures, LLC (DotCom), Peacock Sports, Inc. (PSI), Broadleaf Asset Management (BAM), Broadleaf Financial Services (BFS), Silverleaf Venture Fund, LLC (SVF) and Brand Asset Management (Brand). The consolidated financial statements also include its majority-owned subsidiaries, Bay Area Soccer Development Corporation (Bay Area) (70%), Orange County Soccer Development Corporation (Orange) (70%), Riverside County Soccer Development Corporation (Riverside) (53%), and iNetPartners, Inc. (iNet) (51%). Collectively, they are referred to herein as "the Company".
PREDC, a wholly-owned subsidiary, was originally formed on July 29, 1993. On October 22, 1999, the name was changed from Peacock Financial Corporation (California) to Peacock Real Estate Development Corporation. PREDC has had no significant operations since inception.
PIC, a wholly-owned subsidiary, was formed on December 8, 1997. It has had no operations to date, but was formed to invest and trade in securities on an international basis.
DotCom was organized on July 23, 1999. Peacock acquired its initial 50% ownership with an initial investment of $112,203. On January 5, 2000, the Company acquired the remaining 50% ownership by granting options to acquire a total of 500,000 restricted common shares of the Company at $0.10 per share. DotCom was organized for the purposes of conducting an internet production company and to consult start-up and emerging growth companies with their internet strategies. DotCom had no operations since 2003.
PSI was incorporated in January 2000 to hold and manage investments in professional sports. During the years ended December 31, 2003, 2002, and 2001, PSI had no significant operations.
In January 2000, the Company acquired an 85% ownership interest for $50,000 cash in Orange County Soccer Development Corporation (Orange). The investment was recorded as a purchase. Orange discontinued operations effective December 31, 2000.
In February 2000, the Company acquired an 85% ownership interest for $100,000 cash in Bay Area Soccer Development Corporation (Bay Area). The investment was recorded as a purchase. Effective December 31, 2000, Bay Area discontinued its operations.
In February 2000, the Company acquired a 53% ownership interest in Riverside County Soccer Development Corporation (Riverside) for $6,000. The investment was recorded as a purchase. Effective December 31, 2000, Riverside discontinued its operations.
Broadleaf holds a 51% interest in iNet as of December 31, 2001. iNet was organized under the laws of the State of California on December 15, 1999 with the intent to develop Internet e-commerce applications for both the new and used automotive markets. Effective December 31, 2000, iNet had no significant operations.
On May 23, 2002 Storage Suites America was formed as a wholly owned subsidiary to take advantage of the growing self storage trend. During 2002 it was decided Broadleaf could not provide the capital and management support needed by Storage Suites America to implement their business plan. During March 2003 the Storage Suites America entity was sold by Broadleaf.
Silverleaf Venture Fund, LLC was formed on July 29, 2003 as a wholly owned subsidiary. The company had a limited history and briefly acquired shares in small micro cap companies during 2003 and 2004. However, due the lack of liquidity and markets available willing to buy these investments, they were written down to zero market value based on management recommendations and has had no significant operations since 2004.
Broadleaf’s remaining subsidiaries, BAM, BFS, and Brand, were all incorporated in 2001. These subsidiaries have had no operations to date, and management is currently evaluating its alternatives for these companies.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2013 AND 2012
NOTE 1 - RECENT COMPANY BACKGROUND (Continued)
On September 15, 1998, the Company filed with the Securities and Exchange Commission to become a Business Development Corporation as defined under the Investment Act of 1940. Simultaneously, the Company registered an offering circular with the SEC for 13,000,000 shares of common stock under Regulation E of the Investment Act to raise capital and to make investments in real estate and in eligible portfolio companies. The Company participates in the formation of, and invests in, emerging or early-stage companies in various fields of business by arranging for and contributing capital and providing management assistance. During 2004 the Company had failed to comply with Business Development Company requirements while trying to maintain business operations and the Business Development License has been rescinded by the SEC.
From December 2000 through 2006 the Company did not have a permanent President but was run by interim President Robert A. Braner who was also Chairman of the Board during the same time. The Company has since hired a new interim President Michael King and restored its normal management structure.
In February 2012 the Company sold its holdings in Canyon Shadows LP. Since this was the Company’s last investment holding it is currently actively seeking new business opportunities with the cash available after retiring older debt held by the Company. On May 12, 2012 the Company formed Pipeline Nutrition, Inc. with its focus on internet sales in the personal health, nutrition and fitness markets. The Company currently maintains Pipeline Nutrition, Inc. as its only active subsidiary.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:
Broadleaf Capital Partners, Inc. (the Company), is a closed-end management investment companycorporation organized asand existing in Nevada. In November of 2013 the Company formed a Nevada corporation.wholly owned subsidiary Sustained Release, Inc. Although these types of company’s should prepare theira private placement memorandum was done in December 2013, no funds were raised and the subsidiary is still inactive. On December 30, 2013 the Company sold an active wholly owned subsidiary Pipeline Nutrition U.S.A. Inc. to a related party. Our financial statements presented herein have been restated to reflect this event for both periods presented. During March 2014 we formed a new subsidiary Texas Gulf Exploration and Production, Inc. which on March 28, 2014 acquired the majority of assets of Texas Gulf Oil & Gas Inc. The assets acquired from Texas Gulf Oil & Gas, Inc. did not include current production of oil or gas or any proven or unproven reserves owned by Texas Gulf Oil & Gas, Inc. Also in conformityMarch 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 a rescission agreement with accounting principles generally acceptedour subsidiary Sustained Release, Inc. No sales of Series A Preferred Stock were ever sold in the United States of America,this proposed private placement and are subject to audit as are other investment companies, the statement presentation of some companies may need to be tailored to present the information in a manner most meaningful to their particular group of investors. Since debt is a significant item, the Company concluded that a balance sheet would be more appropriate than a statement of net assets. Also, the Company believes Article 5 of Regulation S-X applies.
FASB Codification:
In June 2009, the FASB issued ASC 105, Generally Accepted Accounting Principles, (“Codification”) effective for interim and annual reporting periods ending after September 15, 2009. This statement establishes the Codification as the source of authoritative accounting principles used in the preparation of financial statements in conformity with generally accepted accounting principles. The Codification does not replace or affect guidance issued by the SEC or its staff. As a result of the Codification, the references to authoritative accounting pronouncements included herein inhas withdrawn this Annual Report now refer to the Codification topic section rather than a specific accounting rule as was past practice.private offering.
Principles of Consolidation:
The consolidated financial statements include those of Broadleaf Capital Partners, Inc., a Nevada corporation, and its wholly-owned subsidiaries, Peacock Real Estate Development Corporation (California) (PREDC), Peacock International Corporation (Bahamas) (PIC), DotCom Ventures, LLC (DotCom), Peacock Sports, Inc. (PSI), Silverleaf Venture Fund. LLC (SVF), Broadleaf Asset Management (BAM), Broadleaf Financial Services (BFS), and Brand Asset Management (Brand). They also include the majority owned subsidiaries, Bay Area Soccer Development Corporation (Bay Area) (80%), Orange County Soccer Development Corporation (Orange) (85%), Riverside County Soccer Development Corporation (Riverside) (53%), iNet Partners, Inc. (iNet) (51%) and Pipeline Nutrition, Inc. (pipeline) (100%). All significant intercompany accounts and transactions have been eliminated.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2013 AND 2012
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements.
Basis of Presentation
The Consolidated Financial Statements include the accounts of the Company and its majority-owned and wholly-owned subsidiaries. All significant intercompany account balances, transactions, profits and losses have been eliminated.
Principles of Consolidation
The financial statements include the accounts of the Company. and its subsidiaries. Intercompany transactions and balances have been eliminated. Equity investments for 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:Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of AmericaUS GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Risk and Uncertainties:
Our future results of operations and financial condition will be impacted by the following factors, among others: our lack of capital resources, dependence on third-party management to operate the companies in which we invest and dependence on the successful development and marketing of any new products in new and existing markets. Generally, we are unable to predict the future status of these areas of risk and uncertainty. However, negative trends or conditions in these areas could have an adverse affect on our business.
Cash and Cash Equivalents:
For financial statement presentation purposes, short-term, highly liquid investments with original maturities of three months or less are considered to be cash equivalents. The Company maintains its cash accounts at all times at levels that do not exceed the insurable FDIC limit, but management believes that there is little risk of loss.
Accounts Receivable:
An allowance for uncollectible accounts receivable is established by charges to operations for amounts required to maintain an adequate allowance, in management's judgment, to cover anticipated losses from customer accounts and sales returns. Such accounts are charged to the allowance when collection appears doubtful. Any subsequent recoveries are credited to the allowance account.
Inventory:
Inventory includes purchased products for resale and is stated at the specific items cost or market value if lower. Provisions, when required, will be made to reduce excess and expired inventory to its estimated net realizable value. Inventory consists of the following:
| | | | | | |
| 9/30/2013 | | 12/31/2012 | |
| | | | |
Raw Materials | | $ | 0 | | | $ | 0 | |
Finished goods | | | 24,977 | | | | 37,900 | |
| | | | | | | | |
Total inventory | | $ | 24,977 | | | $ | 37,900 | |
| | | | | | | | |
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2013 AND 2012
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value of Financial Instruments:Instruments
In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities asFor certain of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “ Fair Value Measurements and Disclosures ” (ASC 820) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
● | Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
● | Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
● | Level 3—Inputs that are both significant to the fair value measurement and unobservable. |
The respective carrying value of certain on-balance-sheetCompany’s financial instruments, approximated their fair values due to the short-term nature of these instruments. These financial instruments include investments in available-for-sale securitiesincluding cash and cash equivalents, accounts receivable, and accounts payable, and accrued expenses. The Company has also applied ASC 820 for all non-financial assets and liabilities measured atthe carrying amounts approximate fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company’s financial statements.
Investments:
The Company's loans, net of participations and any unearned discount, are considered investments under the 1940 Act and are recorded at fair value. Since no ready market exists for these loans, the fair value is determined in good faith by the Board of Directors. In determining the fair value, the Company and Board of Directors consider factors such as the financial condition of the borrower, the adequacy of the collateral and individual credit risks.
Investments in equity securities are recorded at fair value, represented as cost, plus or minus unrealized appreciation or depreciation, respectively. The carrying values of investments that have no readily-determinable market values are determined by the Board of Directors, based upon its analysis of the assets and revenues of the underlying invested companies.
Because of the inherent uncertainty of valuations, the Board of Directors' estimates of the values of the investments may differ significantly from the values that would have been used had a ready market for the investments existed and the differences could be material.
Comprehensive Income:
ASC Topic 220 (SFAS No. 130) establishes standards for reporting comprehensive income and its components. Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Per the consolidated financial statements, the Company has purchased available-for-sale securities that are subjectdue to this reporting.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2013 AND 2012
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Other-Than-Temporary Impairment:
All of our non-marketable and other investments are subject to a periodic impairment review. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. The indicators that we use to identify those events and circumstances include:
| · the investee’s revenue and earnings trends relative to predefined milestones and overall business prospects;
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| · When events or changes in circumstances indicate that long-lived assets other than goodwill may be impaired, an evaluation is performed to determine if a write-down to fair value is required. When an asset is classified as held for sale, the asset's book value is evaluated and adjusted to the lower of its carrying amount or fair value less cost to sell. In addition, depreciation and amortization ceases while it is classified as held for sale.
|
| · the general market conditions in the investee’s industry or geographic area, including regulatory or economic changes;
|
| · factors related to the investee’s ability to remain in business, such as the investee’s liquidity, debt ratios, and the rate at which the investee is using its cash; and
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| · the investee’s receipt of additional funding at a lower valuation. If an investee obtains additional funding at a valuation lower than our carrying amount or a new round of equity funding is required for the investee to remain in business, and the new round of equity does not appear imminent, it is presumed that the investment is other than temporarily impaired, unless specific facts and circumstances indicate otherwise.
|
Recently Issued Accounting Pronouncements:
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (“ASU 2010-06”). This standard updates FASB ASC 820, Fair Value Measurements (“ASC 820”). ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of desegregations and about inputs and valuation techniques used to measure fair value. The standard is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances and settlements which is effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company adopted ASU 2010-06 on January 1, 2010, which had no material impact on the financial statements. Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815 “Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the guidance within the derivative literature that exempts certain credit related features from analysis as potential embedded derivatives requiring separate accounting. The ASU specifies that an embedded credit derivative feature related to the transfer of credit risk that is only in the form of subordination of one financial instrument to another is not subject to bifurcation from a host contract under ASC 815-15-25, “Derivatives and Hedging — Embedded Derivatives — Recognition.” All other embedded credit derivative features should be analyzed to determine whether their economic characteristics and risks are “clearly and closely related” to the economic characteristics and risks of the host contract and whether bifurcation is required. The ASU became effective for the Company on July 1, 2010. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.
In May 2011, the FASB issued ASU 2011-04 which was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This guidance is effective for the Company beginning on January 1, 2012. The adoption of ASU 2011-04 is not expected to significantly impact the Company’s consolidated financial statements.
In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, Presentation of Comprehensive Income. ASU 2011-05 revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in Accounting Standards Codification (ASC) 220, Comprehensive Income, and requires
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2013 AND 2012
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU does not change the items that must be reported in other comprehensive income. In December 2011, the FASB issued ASU 2011-12 which defers the requirement in ASU 2011-05 that companies present reclassification adjustments for each component of accumulated other comprehensive income in both net income and other comprehensive income on the face of the financial statements. ASU 2011-05 is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2011, with early adoption permitted. The adoption of ASU 2011-05, as amended by ASU 2011-12, is not expected to significantly impact the Company’s consolidated financial statements.short maturities.
Revenue and Cost Recognition:Recognition
The Company applies paragraph 605-10-S99-1utilizes 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 product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv)(iii) collectability is reasonably assured.
Cash and Cash Equivalents
Cash is comprised of cash in hand and cash held on demand with banks. The Company also receives sharesconsiders 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 certain companiesUS Dollars.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounts Receivable, Net
Accounts receivable represent amounts due from customers on products and other sales. These accounts receivable, which are reduced by an allowance for providing capitaldoubtful accounts, are recorded at the invoiced amount and investment services. Therefore when this typedo not bear interest. The Company evaluates the collectability of incomeits 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 records itbelieves 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 management consulting income based onmeasured 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 shares received.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
Fixed Assets:
Fixed assetsProperty, plant and equipment are recorded at cost. Majorcost less accumulated depreciation. Expenditures for major additions and improvementimprovements are capitalized. TheAs property and equipment are sold or retired, the applicable cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the un-depreciated amount and the proceeds from the saleresulting gains or losses thereon are recordedrecognized as gain or loss on sale of assets. operating expenses.
Depreciation is computedcalculated using the straight-line method over the estimated useful lifelives or, in the case of leasehold improvements, the term of the assetsrelated lease, including renewal periods, if shorter. Estimated useful lives are as follows:
Description Estimated Useful LifeBuildings | 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
FurnitureThe Company follows ASC 360-10, “Property, Plant, and fixtures 5Equipment,” which established a “primary asset” approach to 7 yearsdetermine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
Computers and software 5 years
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
Automobiles 5 years
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Intangible Assets - Goodwill
MostThe excess of the fixedpurchase price over net tangible and identifiable intangible assets of business acquired is carried as Goodwill on the balance sheet. Goodwill is not amortized, but instead is assessed for impairment at least annually and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Measurement of the impairment loss, if any, is based on the difference between the carrying value and fair value of reporting unit. The goodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess. There were no material impairments to the carrying value of long-lived assets and intangible assets subject to amortization during the quarters ended March 31, 2014, and March 31, 2013.
Business segments
ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company have been retired during the 2005 fiscal yearfor making operating decisions and the related costsassessing performance. The Company determined it has one operating segment as of March 31, 2014 and accumulated depreciation have been removed from the accounts and any gain or loss was recognized during that period.March 31, 2013.
Reclassifications:Acquisitions
The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balances as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred.
Fair Value Measurements
For certain financial instruments, including accounts receivable, accounts payable, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.
On January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company did not identify any non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In February 2007, the FASB issued ASC 825-10 “Financial Instruments.”ASC 825-10 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. ASC 825-10 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company adopted ASC 825-10 on January 1, 2008. The Company chose not to elect the option to measure the fair value of eligible financial assets and liabilities.
Income Taxes
Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.
Borrowings
Borrowings are recognized initially at cost which is the fair value of the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortized cost using the effective yield method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognized as interest expense over the period of the borrowings.
Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain.
The Company recognizes the estimated liability to repair or replace products sold still under warranty at the balance sheet date. This provision is calculated based on past history of the level of repairs and replacements.
Legal Matters
The Company is not currently 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.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 A 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 business on the last day prior to the date of notice of conversion.
Common Stock
There is currently only one class of common stock. Each share common stock is entitled to one vote. The authorized number of common stock of Broadleaf Capital Partners, Inc. at March 31, 2014 was 250,000,000 shares with a par value per share of $0.001. Authorized shares that have been issued and fully paid amounted to 167,097,894 as of March 31, 2014 and 2013.
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.
In March of 2014 the Company issued 900 shares of Series A Preferred Stock. Series A Preferred Stock shall have the right to convert any or all of the series of Series A Preferred Stock into Common Stock . Each share of Series A Preferred Stock shall be convertible at the option of the holder at any time, after the date of issuance of such shares. Each share of Series A Preferred Share converts into one hundred thousand (100,000) shares of Common Stock.
No holder of the Series A Preferred Stock shall be entitled to convert the Series A Preferred Stock to the extent that such conversion would, upon giving effect to such conversion, cause the aggregate number of Common Stock beneficially owned by such holder to exceed 4.99% of the outstanding shares of Common Stock following such conversion.
On all matters the holders of Series A Preferred Stock and the holders of Common Stock shall vote together and not as separate classes and the Series A Preferred Stock shall be counted on an "as converted" basis times 100.
In March of 2014 the Company issued 300,000 shares of Series "B" Preferred Stock. The holders of Series B Preferred Stock shall be entitled to when and if declared by the Board of Directors out of the funds of the Company, non cumulative cash dividends accruing on a daily basis from the date of issuance of the Series B Preferred Stock through and including the date on which dividends are paid at an annual rate of six percent (6%) per share of Series B Preferred Stock.
Series B Preferred Stock shall rank senior to the Common Stock and junior to the Series A Preferred Stock.
On all matters the holders of Series A 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.
NetComprehensive Income (Loss) Per Share:
In addition to Net Asset Values the Company reports basic and diluted earnings per share (EPS) according to the provisions of ASC Topic 260, which requires the presentation of basic EPS and, for companies with complex capital structures, diluted EPS. Basic EPS excludes dilution and is computed by dividingComprehensive income represents net income (loss) available to common stockholders byplus the weighted average numberchange in equity of common shares outstanding during the period. Diluted EPS is computed by dividinga business enterprise resulting from transactions and circumstances from non-owner sources. The Company’s comprehensive income equal net income (loss) available to common stockholders, adjusted by other changes in income or loss that would result from the assumed conversion of those potential common shares, by the weighted number of common shares and common share equivalents (unless their effect is antidilutive) outstanding. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be antidilutive. Thus, these equivalents are not included in the calculation of diluted loss per share, resulting in basic and diluted loss per share being equal. The following is a reconciliation of the computation for basic and diluted EPS for the nine monthsquarters ended SeptemberMarch 31, 20132014, and 2012:2013.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30,MARCH 31, 2014 AND 2013 AND 2012
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
No. 2013-01, January 2013, Balance Sheet(Topic 210): The amendments in this Update affect entities that have derivatives accounted for in accordance with Topic 815, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. Entities with other types of financial assets and financial liabilities subject to a master netting arrangement or similar agreement also are affected because these amendments make them no longer subject to the disclosure requirements in Update 2011-11.
NOTE 24 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)GOING CONCERN
| | | | | | |
| | 9/30/2013 | | | 6/30/2012 | |
| | | | | | |
Net Income (Loss) | | $ | (99,969 | ) | | $ | 920,666 | |
| | | | | | | | |
Weighted-average common shares outstanding basic: | | | | | | | | |
| | | | | | | | |
Weighted-average common stock | | | 167,097,874 | | | | 162,058,174 | |
Equivalents | | | | | | | | |
Stock options | | | - | | | | - | |
Warrants | | | - | | | | - | |
Convertible Notes | | | - | | | | - | |
Weighted-average common shares | | | | | | | | |
outstanding- Basic & Diluted | | | 167,097,874 | | | | 162,058,174 | |
| | | | | | | | |
As reported in the consolidated financial statements, the Company has an accumulated deficit of $14,045,801 as of March 31, 2014 and has cash flow constraints with a current revenue stream. These trends have been consistent for the past few years, respectively.
Income Taxes:These factors create uncertainty about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital it could be forced to cease operations.
In order to continue as a going concern, develop and generate revenues and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include raising additional capital through sales of common stock, and entering into acquisition agreements with profitable entities with significant operations. In addition, management is continually seeking to streamline its operations and expand the business through a variety of industries, including real estate and financial management. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 5 - EARNINGS PER SHARE
The following table sets forth the information used to compute basic and diluted net income per share attributable to the Company for the quarters ended March 31:
| | 3/31/2014 | | | 3/31/2013 | |
| | | | | | |
Net Income (Loss) | | $ | (16,540 | ) | | $ | (18,649 | ) |
| | | | | | | | |
Weighted-average common shares outstanding basic: | | | | | | | | |
| | | | | | | | |
Weighted-average common stock - Basic | | | 167,097,874 | | | | 167,097,874 | |
Equivalents | | | | | | | | |
Stock options | | | - | | | | - | |
Warrants | | | - | | | | - | |
Convertible Preferred Series A | | | 90,000,000 | | | | - | |
Weighted-average common shares | | | | | | | | |
Weighted-average common stock - Diluted | | | 257,097,874 | | | | 167,097,874 | |
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 6 - PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
| | | | | | |
For the Periods Ended: | | 3/31/2014 | | | 12/31/2013 | |
| | | | | | |
Property, plant and equipment consist of the following: | | | | | | |
| | | | | | |
Equipment | | $ | 45,650 | | | $ | 0 | |
Computers and software | | | 3,500 | | | | 3,500 | |
Other equipment | | | 400 | | | | 400 | |
Total property, plant and equipment | | | 49,550 | | | | 3,900 | |
Less: | | | | | | | | |
Accumulated depreciation | | | 3,900 | | | | 3,900 | |
Current depreciation expense | | | 0 | | | | 0 | |
Total accumulated depreciation | | | 3,900 | | | | 3,900 | |
| | | | | | | | |
Net property, plant and equipment | | $ | 45,650 | | | $ | 0 | |
| | | | | | | | |
Intangible assets consist of: | | | | | | | | |
| | | | | | | | |
Intangible customer assets | | $ | 7,751,031 | | | $ | 0 | |
Goodwill | | $ | 256,000 | | | $ | 0 | |
Less: | | | | | | | | |
Impairment | | | 0 | | | | 0 | |
| | | | | | | | |
Net intangible assets | | $ | 8,007,031 | | | $ | 0 | |
| | | | | | | | |
Acquired assets have not yet been placed in service. No depreciation expense for the quarter. | |
NOTE 7 - RELATED PARTY TRANSACTIONS
During December 2013 the Company sold its wholly owned subsidiary operating Pipeline Nutrition U.S.A. Inc. which had consecutive net loss years to its current CFO and the management of Pipeline. The Company will realize a gain of $139,050 on the transaction in addition receiving potential royalties from the company after the note receivable is paid based on a pre determined formula.
Pipeline currently owes the Company $300,000 from this transaction and no cash was exchanged in the initial transaction.
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, Charles Snipes for $1,500, and 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.
Our subsidiary Texas Gulf Exploration & Production Inc. has entered into a five year agreement where we will 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 a fee of cost plus 10% for such services. However, the value for such contract, as reported herein is only a potential future value and could 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. shall have 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.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 8 – NOTES PAYABLE
Notes payable consist of the following for the periods ended; | | 3/31/2014 | | | 12/31/2013 | |
| | | | | | |
Promissory note from a related party dated December 30, 2013 with an interest rate stated at 8%. Interest and principal due at maturity December 30, 2014. | | $ | 11,250 | | | $ | 9,000 | |
| | | | | | | | |
Promissory note from a related party dated December 30, 2013 with an interest rate stated at 8%. Interest and principal due at maturity December 30, 2014. | | | 3,750 | | | | 3,000 | |
| | | | | | | | |
Promissory note from a related party dated December 30, 2013 with an interest rate stated at 8%. Interest and principal due at maturity December 30, 2014. | | | 750 | | | | 0 | |
| | | | | | | | |
Promissory note from a related party dated December 30, 2013 with an interest rate stated at 8%. Interest and principal due at maturity December 30, 2014. | | | 1,500 | | | | 750 | |
| | | | | | | | |
Total Notes Payable | | | 17,250 | | | | 12,750 | |
| | | | | | | | |
Less Current Portion | | | 17,250 | | | | 12,750 | |
| | | | | | | | |
Long Term Notes Payable | | $ | 0 | | | $ | 0 | |
| | | | | | | | |
All are classified as short term by the Company. Accrued interest on these notes totaled. | | $ | 510 | | | $ | 0 | |
NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company current has no commitments or contingencies that require reporting.
NOTE 10 – SUBSEQUENT EVENTS
On April 4, 2013 Robert Anderson resigned from our Board of Directors as reported in the Form 8K filed on April 14, 2014.
On April 14, 2013 Mike King resigned as our president. At the same time, Damon L. Wagley was named President in his place. Mr. Wagley was also appointed to Board of Directors and will serve as President of one of our subsidiaries, Texas Gulf Exploration and Production, Inc., all as reported in the Form 8K filed on April 14, 2014.
On April 28, 2014 the Company amended and restated its Certificate of Designations of its Preferred Stock Series A, effective March 31, 2014 in regards to rights and conversion formula as described under Preferred Stock.
NOTE 11 - ACQUISITIONS
On March 28, 2014, the Company's subsidiary Legal Capital Corp, acquired certain assets of Litigation Capital Corp. Also on March 28, 2014, the Company's subsidiary Texas Gulf Exploration & Production, Inc. acquired certain assets of Texas Gulf Oil and Gas Inc. The assets acquired from Texas Gulf Oil & Gas, Inc. did not include current production of oil or gas or any proven or unproven reserves or owned by Texas Oil & 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 five year oil well servicing contract by and between our subsidiary Texas Gulf Exploration & Production, Inc. and Texas Gulf Oil & Gas. 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. A summary of the purchase price, assets acquired and other information for each of these business purchases is as follows:
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 11 - ACQUISITIONS (CONTINUED)
| | 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 A 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 | |
NOTE 12 - NOTES RECEIVABLE
During 2013 the Company sold its working subsidiary Pipeline Nutrition U.S.A. Inc. to a related party and delayed 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 delaying on the collection of their 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 2013, $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. Additionally the Company will receive royalties from all future Pipeline Nutrition U.S.A., Inc. sales at an agreed upon formula after payments of the note.
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.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 13 – INCOME TAXES (CONTINUED)
Currently, the Company has projected $13,549,431$14,045,801 as of DecemberMarch 31, 20122014 in Net Loss Operating Loss carryforwardscarry-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 companyCompany 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 20132014 and 2020.2029. 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 carryforward.carry-forward. However, as a result of potential stock offerings and stock issuance in connection with potential acquisitions, as well as the possibility of the Company not realizing it’sits business plan objectives and having future taxable income to offset, the Company’s use of these NOLs may be limited under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. The Company is in the process of evaluating the implications of Section 382 on its ability to utilize some or all of its NOLs.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2013 AND 2012
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Components of Net Operating Loss and Valuation allowance are as follows:
| | | | | | | |
Net deferred tax assets consist of the following components as of | Net deferred tax assets consist of the following components as of | | Net deferred tax assets consist of the following components as of | |
| | | | | | | | | | | | |
| | 9/30/2013 | | | 12/31/2012 | | | 3/31/2014 | | | 12/31/2013 | |
Deferred tax assets: | | | | | | | | | | | | |
| | | | | | | |
Beginning NOL Carryover | | | 13,549,431 | | | | 14,401,359 | | | $ | 13,177,333 | | | $ | 14,029,261 | |
| | | | | | | | | | | | | | | | |
Adjusted Taxable Income(loss) | | | (99,969 | ) | | | 851,928 | | | | (16,540 | ) | | | 851,928 | |
| | | | | | | | | | | | | | | | |
Valuation allowance | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | |
Ending NOL Carryover | | | 13,649,400 | | | | 13,549,431 | | | | 13,193,873 | | | | 13,177,333 | |
| | | | | | | | | | | | | | | | |
Tax Benefit Carryforward | | | 4,640,796 | | | | 4,606,807 | | |
Tax Benefit Carry-forward | | | | 4,485,917 | | | | 4,480,293 | |
| | | | | | | | | | | | | | | | |
Valuation allowance | | | (4,616,200 | ) | | | (4,606,807 | ) | | | (4,485,917 | ) | | | (4,480,293 | ) |
| | | | | | | | | | | | | | | | |
Net deferred tax asset | | | 0 | | | | 0 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | |
Net Valuation Allowance | | | $ | (4,485,917 | ) | | $ | (4,480,293 | ) |
In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet and has established a valuation allowance in the amount of $4,616,200$4,485,917 at September 30, 2013March 31, 2014 and estimated changes to the valuation allowance by the projected profit of loss for each period included in these financial statements in the table above. The allowance is calculated for each period as equal to the full potential tax benefits of the any NOL tax carryforwards.
NOTE 3 - GOING CONCERN
As reported in the consolidated financial statements, the Company has accumulated deficits of $14,360,205 as September 30, 2013. The Company also has certain debts that have been in default during these periods although the creditors have not pursued collection proceedings. The Company's stockholders' equity$4,480,293 at September 31, 2013 was a deficit of $51,600, and its current liabilities exceeded its current assets by only $31,880 on SeptemberDecember 31, 2013. These negative trends have been consistent right up through the most current fiscal year, except for this quarter and the sale of their only major investment, respectively.
These factors create uncertainty about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable and to create operations that contribute capital from normal operations. If the Company is unable to obtain adequate capital it could be forced to cease operations.
In order to continue as a going concern, develop and generate revenues and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) raising additional capital through sales of common stock, (2) converting promissory notes into common stock and (3) 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
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30,MARCH 31, 2014 AND 2013 AND 2012
NOTE 3 - GOING CONCERN (Continued)
successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 414 - FIXED ASSETSACQUISITION PRO FORMA NUMBERS
| | | | | | |
For the Periods Ended, | | 9/30/2013 | | | 12/31/2012 | |
| | | | | | |
Furniture and fixtures | | $ | 0 | | | $ | 0 | |
Computers and software | | | 3,500 | | | | 3,500 | |
Other equipment | | | 400 | | | | 400 | |
| | | | | | | | |
| | | 3,900 | | | | 3,900 | |
| | | | | | | | |
Accumulated depreciation | | | 3,900 | | | | 3,900 | |
Current depreciation expense | | | 0 | | | | 0 | |
| | | | | | | | |
| | | 3,900 | | | | 3,900 | |
| | | | | | | | |
Net fixed assets | | $ | 0 | | | $ | 0 | |
| | | | | | | | |
| | | | | | | | |
Most Fixed Assets were retired during the reduction of operations in 2005 | |
During the month of March 2013 we acquired the assets of two companies Litigation Capital Corp.(Litigation) and Texas Gulf Oil & Gas (TGOG), which qualify as significant subsidiaries. We have detailed the transaction in our other footnotes on acquisitions and stock. Since we have acquired these assets prior to the close of our quarter, we are including the audited pro forma numbers for 2013 and 2012.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company occasionally pays for operating expenses of the partnerships and is reimbursed as funds become available to the partnerships on rare occasions and none this quarter. Additionally, the Company uses 500 square feet of office space from its Interim President rent free. There are no commitments attached to this space. During this current year Mike King our President lent Pipeline Nutrition USA our subsidiary $30,000 for working capital secured by Pipeline's inventory. Terms of the note are detailed in note 6, notes payable. The Company currently has a secured loan of $125,000 for working capital with its subsidiary Pipeline which was eliminated during the intercompany consolidation.BROADLEAF CAPITAL PARTNERS, INC. | |
Pro Forma Consolidated Balance Sheets | |
| | | | | Legal | | | | | | Pro-Forma | |
| | Broadleaf | | | Capital | | | TGEP | | | Consolidated | |
| | 12/31/13 | | | 12/31/13 | | | 12/31/13 | | | 12/31/13 | |
| | Audited | | | Audited | | | | | | | |
ASSETS |
CURRENT ASSETS | | | | | | | | | | | | |
| | $ | 7,045 | | | $ | 53,890 | | | $ | 0 | | | $ | 60,935 | |
Notes receivable current portion | | | 135,000 | | | | 0 | | | | 0 | | | | 135,000 | |
| | | 142,045 | | | | 53,890 | | | | 0 | | | | 195,935 | |
Note Receivable - Net of Current Portion | | | 165,000 | | | | 0 | | | | 0 | | | | 165,000 | |
Property, Plant and Equipment | | | 0 | | | | 0 | | | | 32,610 | | | | 32,610 | |
| | | 0 | | | | 0 | | | | 7,751,031 | | | | 7,751,031 | |
| | | 0 | | | | 255,000 | | | | 0 | | | | 255,000 | |
| | | 8,098,408 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | |
| | $ | 8,405,453 | | | $ | 308,890 | | | $ | 7,783,641 | | | $ | 8399,576 | |
|
| | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 14,951 | | | $ | 0 | | | $ | 58,400 | | | $ | 73,351 | |
| | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Notes payable - current portion | | | 12,750 | | | | 0 | | | | 0 | | | | 12,750 | |
TOTAL CURRENT LIABILITIES | | | 27,701 | | | | 0 | | | | 58,400 | | | | 86,101 | |
| | | | | | | | | | | | | | | | |
| | | 27,701 | | | | 0 | | | | 58,400 | | | | 86,101 | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | | | | |
BROADLEAF CAPITAL PARTNERS, INC.( "BDLF")SHAREHOLDERS' EQUITY | | | | | | | | | | | | | | | | |
Preferred Stock 10,000,000 authorized all series: | | | | | | | | | | | | | | | | |
Series A $0.01 par value 900 shares issued and outstanding at December 31, 2013. | | | 9 | | | | 0 | | | | 0 | | | | 9 | |
Series B $0.01 par value 300,000 shares issued and outstanding at December 31, 2013 | | | 3,000 | | | | 0 | | | | 0 | | | | 3,000 | |
Common Stock 250,000,000 authorized at $0.001 | | | | | | | | | | | | | | | | |
par value; 167,097,874 shares issued and outstanding December 31, 2013. | | | 167,098 | | | | 0 | | | | 0 | | | | 167,098 | |
Additional paid-in capital | | | 22,236,906 | | | | 355,025 | | | | 7,725,241 | | | | 22,218,764 | |
| | | (14,029,261 | ) | | | (46,135 | ) | | | 0 | | | | (14,075,396 | ) |
| | | 8,377,752 | | | | 308,890 | | | | 7,725,241 | | | | 8,313,475 | |
TOTAL LIABILITIES AND EQUITY | | $ | 8,405,453 | | | $ | 308,890 | | | $ | 7,783,641 | | | $ | 8,399,576 | |
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2013 AND 2012
NOTE 6 – NOTES PAYABLE
Notes payable consist of the following for the periods ended; | | 9/30/2013 | | | 12/31/2012 | |
| | | | | | |
Debentures at 10%, unsecured, were to be convertible into | | | | | | |
common shares at the option of the holder, all debentures | | | | | | |
are currently in default. | | | 10,383 | | | | 10,383 | |
| | | | | | | | |
Related party loan from corporate officer to subsidiary | | | | | | | | |
Pipeline Nutrician, USA for working capital with interest | | | | | | | | |
at 4% per annum and equal monthly installments of $625 | | | | | | | | |
per month with a maturity date of April 1, 2017. This loan | | | | | | | | |
is secured by the inventory in Pipeline Nutrition, USA. | | | 30,000 | | | | 0 | |
| | | | | | | | |
Short term unsecured working capital demand notes, with | | | | | | | | |
stated interest rate of 10%. Reclassified back into notes | | | | | | | | |
payable after the Company confirmed status during the last | | | | | | | | |
fiscal audit of the 2010 year-end. | | | 20,000 | | | | 20,000 | |
| | | | | | | | |
Total Notes Payable | | | 60,383 | | | | 30,383 | |
| | | | | | | | |
Less Current Portion | | | 40,663 | | | | 30,383 | |
| | | | | | | | |
Long Term Notes Payable | | $ | 19,720 | | | $ | 0 | |
| | | | | | | | |
The aggregate principal maturities of notes payable are as follows: | | | | | | | | |
All are classified as short term by the Company. During these periods, the | | | | | | | | |
Company was in default on two notes payable. The note holders have not | | | | | | | | |
taken any legal action against the Company as permitted by the agreements. | | | | | | | | |
Accrued interest on these notes totaled: | | $ | 18,222 | | | $ | 16,488 | |
| | | | | | | | |
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Stock Escrow and Security Agreement
In 2004 and 2005, the Company entered into a Stock Escrow and Security Agreement with two entities whereby the Company borrowed funds under the terms of a convertible promissory note. One company has recently confirmed that they have no balance due from the Company and the entire balance has been recaptured as debt forgiveness in a prior current quarter. The Company still has $10,383 outstanding on its books as of June 30, 2013. Although the Company has not had request to convert these loans in many years and feels the statute of limitations has passed, they have kept reserve liabilities open in the event some settlement is eventually reached. Currently, there is no stock being held in escrow. | | | | | | | | | | | | |
BROADLEAF CAPITAL PARTNERS, INC. | |
Pro Forma Consolidated Statements of Operations | |
| | | | | | | | | | | | |
| | | | | Legal | | | | | | Pro-Forma | |
| | Broadleaf | | | Capital | | | TGEP | | | Consolidated | |
| | For the Years Ended | |
| | 12/31/13 | | | 12/31/13 | | | 12/31/13 | | | 12/31/13 | |
| | Audited | | | Audited | | | | | | | |
| | | | | | | | | | | | |
REVENUES | | $ | 8,467 | | | $ | 0 | | | $ | 33,042 | | | $ | 41,509 | |
| | | | | | | | | | | | | | | | |
COST OF SALES | | | 0 | | | | 0 | | | | 32,002 | | | | 32,002 | |
| | | | | | | | | | | | | | | | |
GROSS PROFIT | | | 8,467 | | | | 0 | | | | 1,040 | | | | 9,507 | |
| | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | 36,543 | | | | 27,551 | | | | 97,089 | | | | 161,183 | |
| | | | | | | | | | | | | | | | |
NET INCOME(LOSS) FROM OPERATIONS | | | (28,076 | ) | | | (27,551 | ) | | | (96,049 | ) | | | (151,676 | ) |
| | | | | | | | | | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Realized Gain on Sale of Investment | | | 139,050 | | | | 0 | | | | 0 | | | | 139,050 | |
Debt Forgiveness | | | 46,871 | | | | 0 | | | | 0 | | | | 46,871 | |
Interest income | | | 10,000 | | | | 0 | | | | 0 | | | | 10,000 | |
Interest expense | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | |
TOTAL OTHER INCOME (EXPENSE) | | | 195,921 | | | | 0 | | | | 0 | | | | 195,921 | |
| | | | | | | | | | | | | | | | |
INCOME (LOSS) FROM CONTINUING | | | | | | | | | | | | | | | | |
OPERATION BEFORE INCOME TAXES | | | 167,845 | | | | (27,551 | ) | | | (96,049 | ) | | | 44,245 | |
| | | | | | | | | | | | | | | | |
Income taxes | | | (9,451 | ) | | | 0 | | | | 0 | | | | (9,451 | ) |
| | | | | | | | | | | | | | | | |
NET INCOME (LOSS) | | $ | 158,394 | | | $ | (27,551 | ) | | $ | (96,049 | ) | | $ | 34,794 | |
| | | | | | | | | | | | | | | | |
BASIC INCOME (LOSS) PER SHARE | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic Income (Loss) Per Share | | | 0.001 | | | | (27.551 | ) | | | | | | | 0.000 | |
| | | | | | | | | | | | | | | | |
BASIC & DILUTED WEIGHTED AVERAGE NUMBER OF | | | | | | | | | | | | | | | | |
SHARES OUTSTANDING | | | 163,318,216 | | | | 1,000 | | | | | | | | 163,318,216 | |
| | | | | | | | | | | | | | | | |
NOTE 8 – FINANCIAL HIGHLIGHTS
| | | | | | |
| | 9/30/2013 | | | 9/30/2012 | |
| | | | | | |
Net Income(Loss) | | $ | (99,969 | ) | | $ | 920,666 | |
| | | | | | | | |
Net Investment Value End of Period | | $ | 51,354 | | | $ | 82,407 | |
Weighted-average common shares outstanding basic: | | | 167,097,874 | | | | 162,058,174 | |
| | | | | | | | |
Beginning of period Net Asset Value | | | 0.000 | | | | (0.007 | ) |
Income from Net Investment operations Income (Loss) | | | 0.000 | | | | (0.000 | ) |
Net Income(Loss) Investments (realized & unrealized) | | | 0.000 | | | | 0.007 | |
| | | | | | | | |
Total from investment operations | | | 0.000 | | | | (0.000 | ) |
| | | | | | | | |
Other Increases(Decreases) | | | 0.000 | | | | (0.000 | ) |
| | | | | | | | |
End of period Net Asset Value | | | 0.000 | | | | (0.000 | ) |
| | | | | | | | |
| | | | | | | | | | | | |
BROADLEAF CAPITAL PARTNERS, INC. | |
Pro Forma Consolidated Balance Sheets | |
| | | | | Legal | | | | | | Pro-Forma | |
| | Broadleaf | | | Capital | | | TGEP | | | Consolidated | |
| | 12/31/12 | | | 12/31/12 | | | 12/31/12 | | | 12/31/12 | |
| | Audited | | | Audited | | | | | | | |
ASSETS | |
CURRENT ASSETS | | | | | | | | | | | | |
Cash | | $ | 94,642 | | | $ | 31,416 | | | $ | 0 | | | $ | 126,058 | |
Notes receivable current portion | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
TOTAL CURRENT ASSETS | | | 94,642 | | | | 31,416 | | | | 0 | | | | 126,058 | |
Note Receivable - Net of Current Portion | | | 125,000 | | | | 0 | | | | 0 | | | | 125,000 | |
Property, Plant and Equipment | | | 0 | | | | 0 | | | | 39,130 | | | | 39,130 | |
Intangible assets | | | 0 | | | | 0 | | | | 7,751,031 | | | | 7,751,031 | |
Goodwill | | | 0 | | | | 255,000 | | | | 0 | | | | 255,000 | |
Investments in Sub | | | 8,098,408 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 8,318,050 | | | $ | 286,416 | | | $ | 7,790,161 | | | $ | 8,296,219 | |
LIABILITIES AND EQUITY | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 51,821 | | | $ | 0 | | | $ | 0 | | | $ | 51,821 | |
Accrued interest | | | 16,488 | | | | 0 | | | | 0 | | | | 16,488 | |
Notes payable - current portion | | | 30,383 | | | | 0 | | | | 0 | | | | 30,383 | |
TOTAL CURRENT LIABILITIES | | | 98,692 | | | | 0 | | | | 0 | | | | 98,692 | |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES | | | 98,692 | | | | 0 | | | | 0 | | | | 98,692 | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | | | | |
BROADLEAF CAPITAL PARTNERS, INC. ("BDLF")SHAREHOLDERS' EQUITY | | | | | | | | | | | | | | | | |
Preferred Stock 10,000,000 authorized all series: | | | | | | | | | | | | | |
Series A $0.01 par value 900 shares issued and outstanding | | | | | | | | | | | | | | | | |
at December 31, 2013 | | | 9 | | | | 0 | | | | 0 | | | | 9 | |
Series B $0.01 par value 300,000 shares issued and | | | | | | | | | | | | | |
outstanding at December 31, 2013 | | | 3000 | | | | 0 | | | | 0 | | | | 3,000 | |
Common Stock 250,000,000 authorized at $0.001 | | | | | | | | | | | | | |
par value; 167,097,874 shares issued and outstanding December 31, 2013. | | | 167,098 | | | | 0 | | | | 0 | | | | 167,098 | |
Additional paid-in capital | | | 22,236,906 | | | | 305,000 | | | | 7,790,161 | | | | 22,233,659 | |
Accumulated deficit | | | (14,187,655 | ) | | | (18,584 | ) | | | 0 | | | | (14,206,239 | ) |
TOTAL EQUITY | | | 8,219,358 | | | | 286,416 | | | | 7,790,161 | | | | 8,197,527 | |
TOTAL LIABILITIES AND EQUITY | | $ | 8,318,050 | | | $ | 286,416 | | | $ | 7,790,161 | | | $ | 8,296,219 | |
| | | | | | | | | | | | |
BROADLEAF CAPITAL PARTNERS, INC. | |
Pro Forma Consolidated Statements of Operations | |
| | | | | | | | | | | | |
| | | | | Legal | | | | | | Pro-Forma | |
| Broadleaf | | | Capital | | | TGEP | | | Consolidated | |
| For the Year Ended | |
| | 12/31/12 | | | 12/31/12 | | | 12/31/12 | | | 12/31/12 | |
| | Audited | | | Audited | | | | | | | |
| | | | | | | | | | | | |
REVENUES | | $ | 633 | | | $ | 0 | | | $ | 54,671 | | | $ | 55,304 | |
| | | | | | | | | | | | | | | | |
COST OF SALES | | | 0 | | | | 0 | | | | 5,652 | | | | 5,652 | |
| | | | | | | | | | | | | | | | |
GROSS PROFIT | | | 633 | | | | 0 | | | | 49,019 | | | | 49,652 | |
| | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | 130,836 | | | | 18,584 | | | | 68,888 | | | | 218,308 | |
| | | | | | | | | | | | | | | | |
NET INCOME(LOSS) FROM OPERATIONS | | | (130,203 | ) | | | (18,584 | ) | | | (19,869 | ) | | | (168,656 | ) |
| | | | | | | | | | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Realized Gain on Sale of Investment | | | 927,318 | | | | 0 | | | | 0 | | | | 927,318 | |
Debt Forgiveness | | | 138,238 | | | | 0 | | | | 0 | | | | 138,238 | |
Other Expense | | | 0 | | | | 0 | | | | (2,163 | ) | | | (2,163 | ) |
Interest income | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Interest expense | | | (9,490 | ) | | | 0 | | | | 0 | | | | (9,490 | ) |
| | | | | | | | | | | | | | | | |
TOTAL OTHER INCOME (EXPENSE) | | | 1,056,066 | | | | 0 | | | | (2,163 | ) | | | 1,053,903 | |
| | | | | | | | | | | | | | | | |
INCOME (LOSS) FROM CONTINUING | | | | | | | | | | | | | | | | |
OPERATION BEFORE INCOME TAXES | | | 925,863 | | | | (18,584 | ) | | | (22,032 | ) | | | 885,247 | |
| | | | | | | | | | | | | | | | |
Income taxes | | | (1,654 | ) | | | 0 | | | | 0 | | | | (1,654 | ) |
| | | | | | | | | | | | | | | | |
NET INCOME (LOSS) | | $ | 924,209 | | | $ | (18,584 | ) | | $ | (22,032 | ) | | $ | 883,593 | |
| | | | | | | | | | | | | | | | |
BASIC INCOME (LOSS) PER SHARE | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic Income (Loss) Per Share | | | 0.006 | | | | (18.584 | ) | | | | | | | 0.005 | |
| | | | | | | | | | | | | | | | |
BASIC & DILUTED WEIGHTED AVERAGE NUMBER OF | | | | | | | | | | | | | |
SHARES OUTSTANDING | | | 163,318,216 | | | | 1,000 | | | | | | | | 163,318,216 | |
PART I
ITEM 2. MANAGEMENT'S DESCRIPTIONDISCUSSION AND ANALYSIS OF BUSINESSFINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
About Broadleaf Capital Partners, Inc.:
Broadleaf Capital Partners, Inc., targets unique, and promising technologies we believe can improve business growth and profitability, with a Nevada corporation (the Company), incorporated February 1984, has continuedparticular emphasis on energy markets. We apply those technologies by incubating emerging companies with its restructuringinnovative business plans that can utilize these technologies to substantially improve market share and plans expansion throughbottom line performance. We also support our companies in obtaining the ongoing development of its available operations,necessary working capital financing to finance their growth, and other business opportunities. The Company is a publicly traded diversified investment holding company that recently divested its interest in its sole investment, Canyon Shadows Apartments and continuesselect cases, we will make direct loans and/or equity investments in our own subsidiary companies as well as consider minority investments in non-wholly owned subsidiaries. In the future, we intend to operate looking for new potential investments. The Company has started a subsidiary Pipeline Nutrition USA, Inc.monetize our investments in the second quarter of 2013. With a target market for endurance sports liquid nutritional supplements, the company has created its own unique brand to capture its sharethese companies either by outright sale, or spin off of the 3 billion dollar a year nutritional supplement market. AdditionallyCompany's shares to our shareholders into the companypublic markets. However, there is actively seeking new business opportunitiesno assurance the Company will successfully either sell its investments outright or successfully complete the spinoff of the Company’s shares to invest in that are cash flow positive and could benefit from exposure to the Companies public markets.its shareholders.
BUSINESS STRATEGY
The Company continuallycontinuously seeks and evaluates investment opportunities in the technology arena that have the potential to significantly improve the growth and profitability of earning reasonable returns.existing industries, particularly in the energy markets. The Company has in the past, and may again in the future, raise capital for general corporate purposes or specifically for the purpose of permitting it to makemaking an investment thatin markets the companyCompany believes is attractive.will provide appropriate returns to our shareholders. The services of Corporate Strategy Consultants have beenthe investment banking community will be retained as well to aid the Board in development and implementation of growth prospectsour strategic plan. The Company is currently incorporating these new investment opportunities as subsidiaries which we believe can grow under the public parent and eventually be sold in their entirety or spun off to our shareholders as their own independently traded public companies . This is all with the aim of conservative growth during slow economic times - through slightly-levered transactions built on a strong equity base.
The Company also continues to look to create shareholder value through joint-ventures with for one or more members of the Private Equity or Venture Capital Communities or a Merchant Bank. in the creation of liquid exit strategies for their portfolio interests as they are acquired. Identifying and developing each new business opportunity may require the Company to dedicate certain amounts of financial resources, management attention, and personnel, with no assurance that these expenditures will be recouped. Similarly, the selection of companies will depend upon a determination of whether a company offers a viable business plan, an acceptable likelihood of success, and future profitability involves inherent risk and uncertainty.
INVESTMENT HISTORY
Canyon Shadows Apartments
The Company acquired a 120-unit apartment complex in April 1995 for $875,000. The Company received a $975,000 loan that converted to a grant from the City of Riverside for the purpose of acquisition and rehabilitation and, in 1996, the Company was awarded $2,200,000 in Federal Tax Credits for the project. In December 1996, the project was sold to a tax credit partnership in which the Company retained a $905,000 capital account, as well as a 1% interest as a general partner for which it is entitled to receive a management fee and 75.9% of the project cash flow. During 2005 during a refinancing of the project the Company received distributions used to reduce debts and changed its interest from developer general partner to limited partner reducing both income and liability exposure. This investment was sold during the first quarter of 2012.
Pipeline Nutrition USA, Inc.
This start up subsidiary in the sports and nutritional product supplements market and has managed to generate sales, while developing its own proprietary formulas for use in their products. The company has developed a working inventory and continues to expand its distribution network for future growth.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF 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 7 below.1 above.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
The statements contained in the section captioned Management's Discussion and Analysis of Financial Condition and Results of Operations which are historical aremay contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent the Registrant's present expectations or beliefs concerning future events. The Registrant cautions that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the uncertainty as to the Registrant's future profitability; the uncertainty as to the demand for Registrant's services; increasing competition in the markets that Registrant conducts business; the Registrant's ability to hire, train and retain sufficient qualified personnel; the Registrant's ability to obtain financing on acceptable terms to finance its growth strategy; and the Registrant's ability to develop and implement operational and financial systems to manage its growth.
The following discussion and analysis should be read in conjunction with the audited financial statements and notes thereto appearing elsewhere in this annual report on Form 10-Q.
Results of Operations
The Company intends to operate its business primarily through its parent company, as described above, as well as entities that may be formed or acquired in the future.
| | | | | | | | | | | | | | |
| | | | | | For the nine months ended | | | | For the three months ended |
| | | | | | 9/30/2013 | | 9/30/2012 | | | | 9/30/2013 | | 9/30/2012 |
| Revenues | | | | | $45,509 | | $21,600 | | | | $22,836 | | $13,146 |
| | | | | | | | | | | | | | |
1) | Cost of Sales | | | | 31,534 | | 17,317 | | | | 18,231 | | 12,712 |
2) | Officer Wages | | | | 3,000 | | 6,000 | | | | 1,000 | | 1,500 |
| Wages | | | | | 5,450 | | 0 | | | | 1,212 | | 0 |
3) | Professional Fees | | | | 14,235 | | 88,285 | | | | 3,985 | | 17,245 |
4) | Administrative | | | | 91,057 | | 44,115 | | | | 67,915 | | 16,342 |
| Royalties | | | | | 0 | | 2,370 | | | | 0 | | 266 |
| Interest expense | | | (2,418) | | (8,469) | | | | (578) | | (1,301) |
5) | Debt Forgiveness | | | 0 | | 138,304 | | | | 0 | | 0 |
6) | Realized Gain on Investment | | | 0 | | 927,318 | | | | 0 | | 0 |
| Other Income(Expense) | | | 2,216 | | 0 | | | | (20) | | 0 |
| | NET INCOME | | | ($99,969) | | $920,666 | | | | ($70,105) | | ($36,220) |
| | | | | | | | | | | | | | |
1) | Cost of product sold through it's start up subsidiary Pipeline Nutrition USA | | | | |
2) | Salaries, Wages & Personnel Costs are for the principal executive officers as noted above. | | |
3) | Professional Fees include bookkeeping, accounting, auditing and legal fees incurred in conjunction with |
| the Company’s public filings processes as well for occasional external help with day-to-day operations, |
| as the Company has not hired its permanent accounting or legal staff. Additional Consulting fees | | |
| on reviewing potential merger candidates. | | | | | | |
4) | All Other expenses include rent, travel, entertainment, supplies, postage and other General & | | |
| Administrative expenses incurred in the day to day operations of the Company. | | | | |
5) | Settlement of old liabilities dating back to 2004. | | | | |
6) | Realized gain on sale of Canyon Shadows limited partnership. | | | | |
Results of Operations 2013-2012 | | For the Three Months Ended | |
| | 3/31/14 | | | 3/31/13 | |
| | “Unaudited” | | | “Unaudited” | |
REVENUES | | $ | 0 | | | $ | 10,377 | |
| | | | | | | | |
COST OF SALES | | $ | 0 | | | $ | 8,684 | |
| | | | | | | | |
GROSS PROFIT | | $ | 0 | | | | 1,693 | |
| | | | | | | | |
OPERATING EXPENSES | | | 16,030 | | | | 29,783 | |
| | | | | | | | |
NET INCOME(LOSS) FROM OPERATIONS | | | | | | | | |
| | | (16,030 | ) | | | (28,090 | ) |
Analysis of the nine months ended September 30, 2013 and 2012.
Revenues
For the nine months ended September 30, 2013, revenues were approximately $45,509 compared to $21,600 for the nine months ended September 30, 2012, increasing by $23,909. During this time investment income stopped as a result of the sale of the Canyon Shadows investment with only a January 2012 residual payment of $633 and the Company also started recording sales from its subsidiary Pipeline Nutrition, Inc. which represents the majority of our sales in 2013 and 2012.
Cost of Goods Sold
Cost of goods sold increased to $31,534 for the nine months ended September 30, 2013 from $17,317 for the nine months ended September 30, 2012, an increase of $14,217. This is solely the result of the startup subsidiary Pipeline Nutrition, Inc. and the cost associated with its products. Cost of goods sold were 69% of total net sales in 2013.
G & A Expenses
G&A expense decreased to $113,762 for the nine months ended September 30, 2013 from $140,770 for the nine months ended September 30, 2012, a decrease of $27,008. The majority of the decreased G&A expenses was the result of the company incurring professional fees from due diligence cost associated with reviewing potential investments during the first quarter of 2012. The remainder of the expenses was all considered normal small business operating expenses associated with operations.
Other income and expenses
Other items decreased to a net loss of $182 for the nine months ended September 30, 2013 from a net income of $1,057,153 for the nine months ended September 30, 2012, resulting in a total net other item decrease of $1,057,335. The largest items of these differences was the gain on the sale of the Canyon Shadows investment was $927,318 and the settlement of liabilities creating additional debt forgiveness income of $138,304 in the nine months ended September 30, 2012. Interest expense also decreased slightly during the period. This was due to pay down of debt with the proceeds from the sale of the Canyon Shadows investment.
Net income (loss)
Net Income(loss) increased to a loss of $99,969 for the nine months ended September 30, 2013 from a net income of $920,666 for the nine months ended September 30, a decrease of $1,020,635. The decrease was mostly related to a realized gain on investment and debt forgiveness reported as income noted above. The start up of the Pipeline Nutrition subsidiary in 2013 and with very limited operations in the 2012 period was the only significant change as reported above in net income(loss) for this period.
Analysis of the three months ended September 30, 2013 and 2012.
Revenues
For the three months ended September 30, 2013,March 31, 2014, revenues were approximately $22,836$0 compared to $13,146$10,377 for the three months ended September 30, 2012, increasingMarch 31, 2013, decreasing by $9,690. During this time investment income stopped as a result of the sale of the Canyon Shadows investment with only a January 2012 residual payment of $633 and the balance of all$13,377. Sales for last period are from our sales from ourformer subsidiary Pipeline Nutrition, USA, Inc. which was disposed of prior to the March 2014 quarter.
Cost of Goods Sold
Sales
Cost of goods sold increased to $18,231for
For the three months ended September 30, 2013 from $12,712March 31, 2014, cost of sales were $0 compared to $8,684 for the three months ended September 30, 2012, an increaseMarch 31, 2013, decreasing by $8,684. Cost of $5,519. This is solely the result of the start upsales for last period are from our former subsidiary Pipeline Nutrition, USA, Inc. andwhich was disposed of prior to the cost associated with its products. Cost of goods sold were 79% of total net sales for the quarter ending in 2013 and 96% in 2012
which the company feels is non representative of normal operations as we were in our start up phase for Pipeline Nutrition USA.March 2014 quarter.
G & AOperating Expenses
G&A expense increased Operating expenses decreased to $67,901$16,030 for the three months ended September 30, 2013March 31, 2014 from $35,353$29,783 for the three months ended September 30, 2012, an increaseMarch 31, 2013, a decrease of $32,548.$13,753. The majority of the decreased G&Aoperating expenses was the result of the company incurring professionalCompany cutting down all unnecessary expenses as it prepared to launch its two new subsidiaries. The $13,753 represented filing fees from due diligenceand the cost associated with reviewing potential investments during the first quarter of 2012. The Company also wrote off some of Pipeline Nutrition's initial inventory due to formula irregularities which was corrected in subsequent deliveries. The remainder of the expenses was all considered normal small business operating expenses associated with operations.maintaining our filings.
Other incomeIncome and expensesExpenses
| | For the Three Months Ended | |
| | 3/31/14 | | 3/31/13 | |
| | “Unaudited” | | “Unaudited” | |
OTHER INCOME (EXPENSE) | | | | | |
Realized Gain on Sale of Investment | | $ | 0 | | | 8,467 | |
Other Income | | $ | 0 | | | 2,236 | |
Interest Expense | | | (510 | ) | | (1,262 | ) |
TOTAL OTHER INCOME (EXPENSE) | | | (510 | ) | | 9,941 | |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | | (16,540 | ) | | (18,649 | |
Other items increaseddecreased to a net expense of $6,809$510 for the three months ended September 30, 2013March 31, 2014 from net expensesother income of $1, 301$9,441 for the three months ended September 30, 2012,March 31, 2013, resulting in a total net other item increasedecrease of $5,508.$9,951. Interest expense decreased during the three months ended September 30, 2012. ThisMarch 31, 2014 as our debt decreased. From the interest expense for the three months ended March 31, 2013, a decrease of $752. During the March 2013 quarter the Company was due to pay down of debtstill receiving small payouts from prior investments which is why we had a positive other net income a year ago.
Off-Balance Sheet Arragements
We do not have any off-balance sheet arrangements, financings, or other relationships with the proceeds from the sale of the Canyon Shadows investment, previously.unconsolidated entities or other persons, also known as "special purpose entities".
Net income (loss)
Net Income(loss) increasedIncome decreased to a loss of $70,105$16,540 for the three months ended September 30, 2013March 31, 2014 from a net loss of $36,220$18,649 for the three months ended September 30, 2012, an increaseMarch 31, 2013, a decrease of $33,885.$2,109. The three month change decrease was mostly related to G & Aoperating expenses noted above.
Liquidity and Capital Resources
On September 30, 2013March 31, 2014 we had cash and cash equivalents totaling $22,946.$51,242. Cash used by operating activities was $64,001 for the three months ended March 31, 2014 compaired with ($22,334) for the three months ended March 31, 2013. At this time, those balances were not sufficient to fund our operations for extended periods into the future.
The Company washas acquired substantial assets in addition to forming two new subsidiaries that are expected to generate sufficient liquidity for the coming twelve months. We continually restructured during the 2004 through 2011 time period. We anticipate seekingseek additional opportunities through potential acquisitions or investments. One such investment is our new start up subsidiary Pipeline Nutrition, Inc. started May 12, 2012 which has not yet generated a positive cash flow, but has already generated sales. This and other such acquisitions or investments may consume cash reserves or require additional cash or equity. Our working capital and additional funding requirements will depend upon numerous factors to be determined on a case by case basis as these opportunities arise.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in Note 2 to our consolidated financial statements. In preparing our financial statements in accordance with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that, among other things, affect the reported amounts of assets and liabilities and reported amounts of revenues and expenses. These estimates are most significant in connection with our critical accounting policies, namely those of our accounting policies that areare most important to the portrayal of our financial condition and results and require management’s most difficult, subjective or complex judgments. These judgments often result from the need to make estimates about the effects of matters that are inherently uncertain. Actual results may differ from those estimates under different assumptions or conditions. We believe that the following represents our critical accounting policies:
Going concern. Our recurring losses from operations and negative cash flows from operations raise substantial doubt about our ability to continue as a going concern and as a result, our independent registered public accounting firm included an explanatory paragraph in their report on our consolidated financial statements for the year ended December 31, 2013 with respect to this uncertainty. We have prepared our financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should we be unable to continue in existence.
· | Going concern. Our recurring losses from operations and negative cash flows from operations raise substantial doubt about our ability to continue as a going concern and as a result, our independent registered public accounting firm included an explanatory paragraph in their report on our consolidated financial statements for the year ended December 31, 2012 with respect to this uncertainty. We have prepared our financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should we be unable to continue in existence.
|
Our carrying values of cash, marketable securities, accounts payable, accrued expenses and debtWe are a reasonable approximation"smaller reporting Company" as defined by Rule 12b-2 of their fair value. The estimated fair valuesthe Securities Exchange Act of financial instruments have been determined by us using available market1934 (the "Exchange Act") and are not required to provide information and appropriate valuation methodologies. We have not entered into and do not expect to enter into, financial instruments for trading or hedging purposes. We do not currently anticipate entering into interest rate swaps and/or similar instruments.
Our primary market risk exposure with regard to financial instruments is to changes in interest rates, which would impact interest income earned on such instruments. We have no material currency exchange or interest rate risk exposure as of September 30, 2012. Therefore, there will be no ongoing exposure to a potential material adverse effect on our business, financial condition or results of operation for sensitivity to changes in interest rates or to changes in currency exchange rates.under this item.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chiefprincipal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of September 30, 2012March 31, 2014 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chiefprincipal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Evaluation of and Report on Changes in Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of September 30, 2013 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that, as of September 30, 2013, our internal control over financial reporting were effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management's report in this quarterly report.
Limitations
Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Specific significant deficiencies observed are noted below.
| ● The Company has in insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis. |
| |
| ● The Company has not achieved the optimal level of segregation of duties relative to key financial reporting functions. |
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| ● The Company does not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company’s financial statements. |
A significant deficiency, is a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a registrant’s financial reporting. A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that significant weakness exists due to the items stated above, resulting from the Company’s limited resources and personnel. The Company has moved Tia Owen into the CFO role to help mitigate these weaknesses during the prior period.
Changes in Internal Control over Financial Reporting
Except as described above, there has beenThere was no change in the Company’sour internal controlcontrols over financial reporting identified in connection with the requisite evaluation made by management required by paragraph (d) of Section 240.13a-15 or Section 240.15d-15 under the Exchange Act that occurred during the Company’s fourthour last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’sour internal control over financial reporting.
Auditor’s Report on Internal Control over Financial Reporting
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
The Company currently has no open or pending legal proceedings. In addition management is unaware of any pending situations that could eventually lead to legal proceedings. All prior legal proceedings have been settled and the Company currently still has small liabilities outstanding with the total amounts due recorded as liabilities in the included financial statements.
An investment in our Common Stock is highly speculative, involves a high degree of risk and should be considered only by those persons who are able to afford a loss of their entire investment. In evaluating our business, prospective investors should carefully consider the following risk factors in addition to the other information included in this Annual Report.
RISKS RELATED TO OUR BUSINESS DURING SLOW ECONOMIC ACTIVITY.
Our business environment including potential real estate projects are running at an extremely slow economic pace and may continue to do so for the foreseeable future. Our prospects must be considered within that framework and in light of the risks, expenses, delays, problems and difficulties frequently encountered in the re-establishment of a business. As such, we face risks and uncertainties relating to our ability to successfully implement our business plan.
WE HAVE AN ACCUMULATED DEFICIT AND MAY CONTINUE TO HAVE LOSSES IN THE FUTURE, WHICH COULD HAVE A NEGATIVE IMPACT ON OUR OPERATIONS.
Since inception, we have generated an accumulated deficit of $14,360,205 as of September 30, 2013. We are increasing development, growth and acquisition activity which will result in increased expenses which could result in additional losses in the next 12 months. These losses could continue until such time, as we are able to generate sufficient revenues to finance our operations and the costs of continuing expansion. As of September 30, 2013, we had cash and cash equivalents of $22,964.
OUR AUDITORS ISSUED A GOING CONCERN OPINION WHICH MEANS WE MAY NOT BE ABLE TO ACHIEVE OUR OBJECTIVES AND MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
Our auditors issued a going concern opinion for the fiscal years ended December 30, 2012 and December 31, 2011. This means that there is substantial doubt that we can continue as an ongoing business without additional financing and/or generating profits. If we cannot raise additional capital or generate sufficient revenues to operate profitably, we may have to suspend or cease operations. If that occurs, you will
lose your investment.
WE MAY NEED TO RAISE ADDITIONAL FUNDS IN THE FUTURE FOR OUR OPERATIONS AND IF WE ARE UNABLE TO SECURE SUCH FINANCING, WE MAY NOT BE ABLE TO SUPPORT OPERATIONS.
Future events, including the problems, delays, expenses and difficulties frequently encountered by growing companies, may lead to cost and expense increases that could make our revenues insufficient to support our operations and business plans. We may seek
additional capital, including an offering of our equity securities, an offering of debt securities or obtaining financing through a bank or other entity. We have not established a limit as to the amount of debt we may incur nor have we adopted a ratio of our equity to a debt allowance. If we need to obtain additional financing, there is no assurance that financing will be available from any source, that it will be available on terms acceptable to us, or that any future offering of securities will be successful.
W e may seek additional financing which may result in the issuance of additional shares of our common stock and/or rights to acquire additional shares of our common stock. The issuance of our common stock in connection with such financing may result in substantial dilution to the existing holders of our common stock who do not have anti-dilution rights. Those additional issuances of our common stock would result in a reduction of an existing holder's percentage interest in Broadleaf Capital Partners, Inc.. Our business, financial condition and results of operations could suffer adverse consequences if we are unable to obtain additional capital when needed.
OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE SIGNIFICANTLY.
There has been a limited public market for our common stock, and an active trading market for our common stock may not develop. As a result, this could reduce our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could reduce the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially.
OUR COMMON STOCK IS DEEMED A "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS.
The Securities and Exchange Commission or SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock on the Bulletin Board has been substantially less than $5.00 per share and therefore we are currently considered a “penny stock” according to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.
NEVADA LAW AND OUR CERTIFICATE OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM CERTAIN TYPES OF LAWSUITS WHICH COULD RESULT IN LIABILITY FOR INFE AND NEGATIVELY IMPACT OUR LIQUIDITY OR OPERATIONS.
Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. These exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.
SINCE WE HAVE NOT PAID ANY DIVIDENDS ON OUR COMMON STOCK AND DO NOT INTEND TO DO SO IN THE FORESEEABLE FUTURE, A PURCHASER OF OUR COMMON STOCK WILL ONLY REALIZE AN ECONOMIC GAIN ON HIS OR HER INVESTMENT FROM AN APPRECIATION, IF ANY, IN THE MARKET PRICE OF OUR COMMON STOCK.
We have never paid, and have no intentions in the foreseeable future to pay, any cash dividends on our common stock. Therefore an investor in our common stock, in all likelihood, will only realize a profit on his investment if the market price of our common stock increases in value.
IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS. AS A RESULT, CURRENT AND POTENTIAL STOCKHOLDERS
COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH COULD HARM OUR BUSINESS AND THE TRADING PRICE OF OUR COMMON STOCK.
We are subject toa "smaller reporting obligations under the U.S. securities laws. The Securities and Exchange CommissionCompany" as requireddefined by Section 404Rule 12b-2 of the Sarbanes-OxleySecurities Exchange Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal controls over financial reporting. In addition, an independent registered public accounting firm must attest to1934 (the "Exchange Act") and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting. These requirements may first apply to our annual report on Form 10-KSB for the fiscal year ending December 31, 2002. Our management may conclude that our internal controls over our financial reporting are not effective. Moreover, even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management’s assessment or may issue a report that is qualified if they are not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.
Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. If we fail to timely achieve and maintain the adequacy of our internal controls, we may not be able to conclude that we have effective internal controls over financial reporting at a reasonable assurance level. Moreover, effective internal controls over financial reporting are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our common stock. Furthermore, we anticipate that we will incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act. As of the date of this prospectus we do not have an estimate of the costs to the company of compliance with the Act.
We are preparing for compliance with Section 404 by strengthening, assessing and testing our system of internal controlsrequired to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention. We cannot be certain that these measures will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, as we rapidly grow our business, our internal controls will become more complex and will require significantly more resources to ensure our internal controls overall remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in our financial statements and harm our stock price.
information under this item.
INVESTORS IN OUR SECURITIES MAY SUFFER DILUTION.
The issuance of shares of our common stock, or shares of our common stock underlying warrants, options or preferred stock will dilute the equity interest of existing stockholders who do not have anti-dilution rights and could have a significant adverse effect on the market price of our common stock. The sale of our common stock acquired at a discount could have a negative impact on the market price of our common stock and could increase the volatility in the market price of our common stock. We may seek additional financing which may result in the issuance of additional shares of our common stock and/or rights to acquire additional shares of our common stock. The issuance of our common stock in connection with such financing may result in substantial dilution to the existing holders of our common stock who do not have anti-dilution rights. Those additional issuances of our common stock would result in a reduction of an existing holder's percentage interest in Broadleaf Capital Partners, Inc.. Our business, financial condition and results of operations could suffer adverse consequences if we are unable to obtain additional capital when needed.
There were no salesSales of unregistered securities sold by the Company from January 1, 2013 through September 30, 2013.during the period covered by this report were disclosed in our Current Report on Form 8-K filed April 4, 2014, and as such, are not required to be furnished in this report.
None.
None.
· | On April 28, 2014, the Company amended and restated its Certificate of Designations for its Preferred Stock Series A. The Amended Preferred Series A Certificate of Designation changed its conversion rights to 100,000 shares of Common Stock per each share of Preferred Stock Series A. |
(a) Exhibits
Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits and are incorporated herein by this reference.
(b) Reports on Form 8-K.
| · | Form 8K filed on August 22, 2013February 19, 2014 item 2.01 Completion of acquisition or disposition of assets. |
· | Form 8K filed on April 4, 2014 item 1.01 Entry into a material agreement, item 2.01 Completion of acquisition or disposition of assets , and item 5.02 Departure of principal officers, appointment of principal officers. |
· | Form 8K filed on April 14, 2014 item 5.02 Departure of principal officers, appointment of principal officers. |
NO. DESCRIPTION
3(i) * Articles of Incorporation as amended
3(vi) * Bylaws
21 Subsidiaries
CERTIFICATIONS
31.1 Rule 13a-14(a) Sarbanes-Oxley Sec. 302 certifications of Principal Executive Officer and Chief Financial Officer
31.2 Rule 13a-14(a) Sarbanes-Oxley Sec. 302 certifications of Principal Executive Officer and Chief Financial Officer
32.1 Certifications of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
32.2 Certifications of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
| DESCRIPTION |
| |
| |
3(i) * | Articles of Incorporation as amended |
| |
3(vi) * | Bylaws |
| |
21 | Subsidiaries |
| |
4.2 | Amendment to Preferred Shares |
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99 | Audited financial statements of acquired assets |
| |
| |
| CERTIFICATIONS |
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31.1 | Rule 13a-14(a) Sarbanes-Oxley Sec. 302 certifications of Principal Executive Officer and Chief Financial Officer |
| |
31.2 | Rule 13a-14(a) Sarbanes-Oxley Sec. 302 certifications of Principal Executive Officer and Chief Financial Officer |
| |
32.1 | Certifications of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
| |
32.2 | Certifications of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
* Incorporated herein by reference from filings previously made by the
Company
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized, this 68th day of November 2013.
May, 2014.
Broadleaf Capital Partners, Inc.
/s/ J. Michael KingDamon L. Wagley
----------------------------
President
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
/s/ J. Michael KingDamon L. Wagley President November 6, 2013May 8, 2014
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J. Michael KingDamon L. Wagley
/s/ T. T.W. Owen Interim CFO November 6, 2013May 8, 2014
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T. T.W. Owen