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EX-32.1 - EXHIBIT 32.1 - TimefireVR Inc.v234307_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - TimefireVR Inc.v234307_ex31-1.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

(Mark One)
xAnnual report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 2005.

¨Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to.

Commission file number: 814-00175

BROADLEAF CAPITAL PARTNERS, INC.
(Exact name of small business issuer as specified in its charter)

NEVADA
88-0490034
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

3887 PACIFIC STREET, LAS VEGAS, NEVADA 89121
(Address of principal executive office) (Zip Code)

(702) 650-3000
(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act: NONE

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

COMMON STOCK, $.001 PAR VALUE

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   ¨       No   x

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

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

Issuer's revenues of its most recent fiscal year were $193,949.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such common equity, as of a specified date within the past 60 days: July 8, 2011 - $ 288,839 . This valuation is based upon the price of our common stock as quoted on the OTCPK on that date ($ .002 ).
 
As of December 31, 2005, the number of outstanding shares of the issuer's common stock, $0.001 par value was 140,473,605 shares. The outstanding shares of the issuer’s common stock remained unchanged as of each December 31 year end from 2005 through 2009 with a $0.001 par value and 140,473,605 shares outstanding at December 31, 2009.

(Issuers Involved in Bankruptcy Proceedings During the past Five Years)

Check whether the issuer has filed all documents and report required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

(Applicable Only to Corporate Registrants)

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: June 30, 2011 – 144,419,925 shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: Yes ¨ No x

 
 

 

TABLE OF CONTENTS

       
Page
Part I
         
   
Item 1. Business
 
3
 
   
Item 2. Properties
 
6
 
   
Item 3. Legal Proceedings
 
6
 
   
Item 4. Submission of Matters to a Vote of Security Holders
 
6
 
Part II
         
   
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
7
 
   
Item 6. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
10
 
   
Item 7. Financial Statements and Supplementary Data
 
15
 
   
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
 
43
 
   
Item 9A(T). Controls and Procedures
 
43
 
Part III
         
   
Item 10. Directors, Executive Officers and Corporate Governance
 
44
 
   
Item 11. Executive Compensation
 
46
 
   
Item 12. Security Ownership of Certain beneficial Owners and Management and Related Stockholder Matters.
 
47
 
   
Item 13. Certain Relationships and Related Transactions, and Director Independence
 
47
 
   
Item 14. Principal Accounting Fees and Services
 
48
 
Part IV
         
   
Item 15. Exhibits, Reports on Form 8K and Financial Statement Schedules. 
 
49
 
           
   
Signatures
 
51
 

 
2

 

PART I

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

Broadleaf Capital Partners, Inc., a Nevada corporation (the Company), incorporated February 1984, has continued with its restructuring and plans expansion through the ongoing development of its available operations, and other business opportunities. The Company is a publicly traded diversified investment holding company that currently maintains its interest in its sole investment, Canyon Shadows Apartments and continues to operate looking for new potential investments.

 BUSINESS STRATEGY

The Company continually seeks and evaluates investment opportunities that have the potential of earning reasonable returns. The Company has in the past, and may again in the future, raise capital specifically for the purpose of permitting it to make an investment that the company believes is attractive. Management has committed resources for the update of all financial reporting with the SEC. The services of Corporate Strategy Consultants have been retained as well, to aid the Board in development and implementation of growth prospects The Company's current investment focus is centered on real estate and finance and it has substantial net operating losses to possibly reduce the net tax effects of these potential investments. This is all with the aim of conservative growth during slow economic times - through slightly-levered transactions built on a strong equity base — to significantly improve sales and operating profits.

The Company 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 one or more of their portfolio interests. 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 and the 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.

RISK FACTORS

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.

 
3

 

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 $14,956,753 as of December 31, 2009. We are increasing development, growth and acquisition activity which will result in increased expenses which could result in additional losses in the next 12 months. These losses could continue until such time, as we are able to generate sufficient revenues to finance our operations and the costs of continuing expansion. As of December 31, 2009, we had cash and cash equivalents of $31,342.

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, 2009 through December 31, 2004. 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.

 
4

 

OUR COMMON STOCK IS DEEMED A "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS.

The Securities and Exchange Commission or SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock on the Bulletin Board has been substantially less than $5.00 per share and therefore we are currently considered a “penny stock” according to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.

NEVADA LAW AND OUR CERTIFICATE OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM CERTAIN TYPES OF LAWSUITS WHICH COULD RESULT IN LIABILITY FOR INFE AND NEGATIVELY IMPACT OUR LIQUIDITY OR OPERATIONS.

Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. These exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

SINCE WE HAVE NOT PAID ANY DIVIDENDS ON OUR COMMON STOCK AND DO NOT INTEND TO DO SO IN THE FORESEEABLE FUTURE, A PURCHASER OF OUR COMMON STOCK WILL ONLY REALIZE AN ECONOMIC GAIN ON HIS OR HER INVESTMENT FROM AN APPRECIATION, IF ANY, IN THE MARKET PRICE OF OUR COMMON STOCK.

We have never paid, and have no intentions in the foreseeable future to pay, any cash dividends on our common stock. Therefore an investor in our common stock, in all likelihood, will only realize a profit on his investment if the market price of our common stock increases in value.

IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS. AS A RESULT, CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH COULD HARM OUR BUSINESS AND THE TRADING PRICE OF OUR COMMON STOCK.

We are subject to reporting obligations under the U.S. securities laws. The Securities and Exchange Commission as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal controls over financial reporting. In addition, an independent registered public accounting firm must attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting. These requirements may first apply to our annual report on Form 10-KSB for the fiscal year ending December 31, 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.

 
5

 

We are preparing for compliance with Section 404 by strengthening, assessing and testing our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention. We cannot be certain that these measures will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, as we rapidly grow our business, our internal controls will become more complex and will require significantly more resources to ensure our internal controls overall remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in our financial statements and harm our stock price.

INVESTORS IN OUR SECURITIES MAY SUFFER DILUTION.

The issuance of shares of our common stock, or shares of our common stock underlying warrants, options or preferred stock will dilute the equity interest of existing stockholders who do not have anti-dilution rights and could have a significant adverse effect on the market price of our common stock. The sale of our common stock acquired at a discount could have a negative impact on the market price of our common stock and could increase the volatility in the market price of our common stock. We may seek additional financing which may result in the issuance of additional shares of our common stock and/or rights to acquire additional shares of our common stock. The issuance of our common stock in connection with such financing may result in substantial dilution to the existing holders of our common stock who do not have anti-dilution rights. Those additional issuances of our common stock would result in a reduction of an existing holder's percentage interest in Broadleaf Capital Partners, Inc.. Our business, financial condition and results of operations could suffer adverse consequences if we are unable to obtain additional capital when needed.

ITEM 2. DESCRIPTION OF PROPERTY

The Company's principal executive and administrative offices are located at 3887 Pacific Street, Las Vegas, Nevada 89121, where the Company occupies approximately 500 square feet of leased office space. The Company currently does not have to pay rent through a non binding month to month agreement with its current interim president Mike King.

ITEM 3. LEGAL PROCEEDINGS

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 two liabilities outstanding with the total amounts due recorded as liabilities in the included financial statements.

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

The Company did not submit any matters to a vote of its security holders during the fiscal years covered by this report.

 
6

 

         PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

The common stock of the Company is quoted on the OTC Bulletin Board. The following table sets forth the range of high and low bid prices during each quarter for the years ended December 31, 2004 through December 31, 2009. The over-the- counter market quotations may reflect inter-dealer prices, without retail market-up, markdown or commission and may not represent actual transactions. The market information was obtained from Allstock.com (BigCharts) and from Standard & Poors Comstock.

Year Ended December 31, 2003
 
   
High
   
Low
 
             
Quarter 1
    0.0180       0.0000  
Quarter 2
    0.0200       0.0060  
Quarter 3
    0.0300       0.0040  
Quarter 4
    0.0180       0.0060  
                 
Year Ended December 31, 2004
 
   
High
   
Low
 
                 
Quarter 1
    0.0040       0.0040  
Quarter 2
    0.0040       0.0040  
Quarter 3
    0.0140       0.0090  
Quarter 4
    0.0100       0.0050  
                 
Year Ended December 31, 2005
 
   
High
   
Low
 
                 
Quarter 1
    0.0140       0.0030  
Quarter 2
    0.0150       0.0070  
Quarter 3
    0.0110       0.0050  
Quarter 4
    0.0160       0.0060  
                 
Year Ended December 31, 2006
 
   
High
   
Low
 
                 
Quarter 1
    0.0170       0.0060  
Quarter 2
    0.0150       0.0060  
Quarter 3
    0.0090       0.0035  
Quarter 4
    0.0080       0.0040  
 
 
7

 

Year Ended December 31, 2007
 
   
High
   
Low
 
             
Quarter 1
    0.0070       0.0030  
Quarter 2
    0.0040       0.0010  
Quarter 3
    0.0030       0.0011  
Quarter 4
    0.0011       0.0006  
                 
Year Ended December 31, 2008
 
   
High
   
Low
 
                 
Quarter 1
    0.0012       0.0004  
Quarter 2
    0.0005       0.0002  
Quarter 3
    0.0024       0.0002  
Quarter 4
    0.0024       0.0002  
                 
Year Ended December 31, 2009
 
   
High
   
Low
 
                 
Quarter 1
    0.0110       0.0005  
Quarter 2
    0.0030       0.0002  
Quarter 3
    0.0015       0.0002  
Quarter 4
    0.0028       0.0002  

 RECORD HOLDERS

There is only one class of common stock. As of December 31, 2009, there were approximately 3,500 shareholders of record for the Company's common stock and a total of 144,419,925 shares of common stock issued and outstanding as of August 31, 2011.

The holders of common stock are entitled to one vote per share of common stock on all matters to be vote on by the stockholders. There are no cumulative voting rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared by the board of directors out of funds legally available for dividends. In the event of a liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in the net assets remaining after payment in full of all liabilities, subject to the prior rights of preferred stock, if any, then outstanding. There are no redemption or sinking fund provisions applicable to the common stock.

 DIVIDENDS

The Company has never paid cash dividends on its common stock. The declaration and payment of dividends is within the discretion of the Company's board of directors and will depend, among other factors, on earnings and debt service requirements as well as the operating and financial condition of the Company. At the present time, the Company's anticipated working capital requirements are such that it intends to follow a policy of retaining earnings in order to finance the development of its business. Accordingly, the Company does not expect to pay a cash dividend within the foreseeable future.

 
8

 

 RECENT SALES OF UNREGISTERED SECURITIES

The following is a description of unregistered securities sold by the Company from January 1, 2004 through December 31 2009 including the date sold, the title of the securities, the amount sold, the identity of the person who purchased the securities, the price or other consideration paid for the securities, and the section of the Securities Act of 1933 under which the sale was exempt from registration as well as the factual basis for claiming such exemption.

 
§
On January 9, 2004 we issued 2,692,308 shares of common stock to Conversion Performance Strategies in conversion of outstanding debt in the amount of $3,500.00. This issuance was intended to be exempt from the registration requirements pursuant to Section 3(9) of the Securities Act of 1933, as amended.
 
§
On February 2, 2004 we issued 5,000,000 shares of common stock to Archie Booth as part of a stock subscription agreement in the amount of $10,000.00. This issuance was intended to be exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under Regulation D.
 
§
On February 20, 2004 we issued 500,000 shares of common stock to former employee Lisa Martinez in settlement for wages in the amount of $10,000.00. This issuance was intended to be exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under Regulation D.
 
§
On March 1, 2004 we issued 4,666,667 shares of common stock to Eric Rasmussen in settlement of outstanding debt in the amount of $39,666.567 This issuance was intended to be exempt from the registration requirements pursuant to Section 3(9) of the Securities Act of 1933, as amended.
 
§
On May 11, 2004 we issued 3,846,153 shares of common stock to Conversion Performance Strategies in conversion of outstanding debt in the amount of $5,000.00. This issuance was intended to be exempt from the registration requirements pursuant to Section 3(9) of the Securities Act of 1933, as amended.
 
§
On May 11, 2004 we issued 2,569,780 shares of common stock to Angus Holdinmgs LLC in conversion of outstanding debt in the amount of $20,500. This issuance was intended to be exempt from the registration requirements pursuant to Section 3(9) of the Securities Act of 1933, as amended.
 
§
On May 11, 2004 we issued 4,500,000 shares of common stock to Glen Bagwell in conversion of outstanding debt in the amount of $11,570.45 This issuance was intended to be exempt from the registration requirements pursuant to Section 3(9) of the Securities Act of 1933, as amended.
 
§
On June 22, 2004 we issued 3,076,920 shares of common stock to Douglas Morgan in conversion of outstanding debt in the amount of $4,000.00. This issuance was intended to be exempt from the registration requirements pursuant to Section 3(9) of the Securities Act of 1933, as amended.
 
§
On June 30, 2004 we issued 5,962,000 shares of common stock to Glen Bagwell in conversion of outstanding debt in the amount of $15,329.55 This issuance was intended to be exempt from the registration requirements pursuant to Section 3(9) of the Securities Act of 1933, as amended.
 
§
On August 19, 2004 we issued 2,307,692 shares of common stock to Douglas Morgan in conversion of outstanding debt in the amount of $3,000.00. This issuance was intended to be exempt from the registration requirements pursuant to Section 3(9) of the Securities Act of 1933, as amended.
 
§
On September16, 2004 we issued 833,333 shares of restricted common stock to Gary La Barbera in exchange for an investment of $2,500.00 into the Company. This issuance was intended to be exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under Regulation D.
 
§
On September 17, 2004 we issued 5,000,000 shares of common stock to Glen Bagwell in conversion of outstanding debt in the amount of $10,000.00 This issuance was intended to be exempt from the registration requirements pursuant to Section 3(9) of the Securities Act of 1933, as amended.
 
§
On January 21, 2005 we issued 833,334 shares of restricted common stock to Zahavi Brothers LLC in exchange for an investment of $2,500.00 into the Company. This issuance was intended to be exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under Regulation D.
 
§
On January 21, 2005 we issued 5,000,000 shares of restricted common stock to Victor Schacher in exchange for an investment of $15,000 into the Company. This issuance was intended to be exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under Regulation D.
 
§
On February 3, 2005 we issued 3,589,743 shares of common stock to Douglas Morgan in conversion of outstanding debt in the amount of $4,666.67. This issuance was intended to be exempt from the registration requirements pursuant to Section 3(9) of the Securities Act of 1933, as amended.

 
9

 

 
§
On February 11, 2005 we issued 4,000,000 shares of common stock to Glen Bagwell in conversion of outstanding debt in the amount of $10,284.84 This issuance was intended to be exempt from the registration requirements pursuant to Section 3(9) of the Securities Act of 1933, as amended.
 
§
On March 17, 2005 we issued 6,700,000 shares of common stock to Glen Bagwell in conversion of outstanding debt in the amount of $17,227.11 This issuance was intended to be exempt from the registration requirements pursuant to Section 3(9) of the Securities Act of 1933, as amended.
 
§
On April 29, 2005 we issued 3,888,888 shares of restricted common stock to Blue Skies Unlimited LLC in exchange for an investment of $35,000.00 into the Company. This issuance was intended to be exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under Regulation D.
 
§
Subsequent to December 31, 2009 the Company rescinded the 10,313,680 shares of its common stock to the Company's President and CEO, Robert A. Braner for accrued and unpaid compensation. This issuance was intended to be exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under Regulation D.

ITEM 6. 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.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

The statements contained in the section captioned Management's Discussion and Analysis of Financial Condition and Results of Operations which are historical are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent the Registrant's present expectations or beliefs concerning future events. The Registrant cautions that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the uncertainty as to the Registrant's future profitability; the uncertainty as to the demand for Registrant's services; increasing competition in the markets that Registrant conducts business; the Registrant's ability to hire, train and retain sufficient qualified personnel; the Registrant's ability to obtain financing on acceptable terms to finance its growth strategy; and the Registrant's ability to develop and implement operational and financial systems to manage its growth.

The following discussion and analysis should be read in conjunction with the audited financial statements and notes thereto appearing elsewhere in this annual report on Form 10-K.

 
10

 

Plan of Operation

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.
 
        
2009
   
2008
   
2007
   
2006
   
2005
   
2004
      2003  
                                                 
Revenues   $ 7,600     $ 45,500     $ 7,600     $ 6,967     $ 173,880     $ 193,949     $ 1,900  
                                                             
1)
 
Officer Wages
    0       6,468       2,833       2,771       143,546       185,963       498,881  
   
Wages
    0       0       0       0       0       13,500       0  
   
Rent
    0       0       0       0       22,770       42,027       0  
2)
 
Professional Fees
    13,292       10,420       0       2,986       9,461       54,364       0  
3)
 
Administrative
    3,286       10,766       6,191       728       135,961       64,554       0  
   
Depreciation
    0       0       0       0       0       10,038       9,984  
                                                             
4)
 
Gain on forgiveness of debt
    0       407,000       146,159       430,988       113,652       613,568       1,079,614  
   
Gain on prior year accrual reversal
    0       0       0       0       0       307,130       0  
   
Discontinued Operations
    0       0       0       0       0       0       (41,824 )
   
Other Income
    0       0       0       0       0       0       175,000  
   
Interest expense
    (36,577 )     (26,833 )     (25,855 )     (25,855 )     (25,855 )     (50,180 )     (217,140 )
5)
 
Reduction of investment
    (38,483 )     (640 )     (19,813 )     (20,557 )     (247,554 )     (33,296 )     (71,541 )
6)
 
Loss on investment write down
    0       0       0       0       (111,350 )     (146,198 )     0  
                                                             
   
NET INCOME
  $ (84,038 )   $ 397,373     $ 99,067     $ 385,058     $ (408,965 )   $ 514,527     $ 417,144  

1)
Salaries, Wages & Personnel Costs are for the principal executive officers as noted above.
2)
Professional Fees include bookkeeping, accounting, auditing and legal fees incurred in conjunction with the Company’s public filings processes as well for occasional external help with day-to-day operations, as the Company has not hired its permanent accounting or legal staff.
3)
All Other expenses include travel, entertainment, supplies, postage and other General & Administrative expenses incurred in the day to day operations of the Company.
4)
Reversal of accounts and notes payable recorded as income by Company
5)
Reduction of Canyon Shadows investment value for actual expense charges by partnership
6)
Realized losses on investments

 Results of Operations 2004-2003

Analysis of the calendar years ended December 31, 2004 through calendar years ended December 31, 2003.

For the calendar year ended December 31, 2004, revenues were approximately $193,949 compared to $1,900 for the calendar year ended December 31, 2003, an increase of $192,049. This was primarily due to development general partnership income increase from the Canyon Shadows investment. Additionally, other income was a direct result of debt resettlements creating debt forgiveness income of $920,698 not available in 2003.

G&A expense decreased to $360,408 for the calendar year ended December 31, 2004 from $498,881 for the calendar year ended December 31, 2003, a decrease of $138,473. The decrease in G&A was due to the decrease in professional services and the cost of operating saved mostly in salary and benefit deductions.

 
11

 

Depreciation expense for the calendar year ended December 31, 2004 was $10,038 compared to $9,984 for the calendar year ended December 31, 2003, a decrease of $54. The increase resulted from the method of depreciations.

Interest expense for the calendar year ended December 31, 2004 was $50,180 compared to $217,140 for the calendar year ended December 31, 2003 a decrease of $166,960. The decrease is due to the debt reduction.

 Liquidity and Capital Resources 2004-2003

Analysis of the calendar years ended December 31, 2004 through calendar years ended December 31, 2003.

On December 31, 2004 the Company had assets of $785,612 compared to $949,471 on December 31, 2003, a decrease of $163,859. The Company had total liabilities of $2,165,666 on December 31, 2004 compared to $2,790,019 on December 31, 2003, an increase of $624,353. The Company had a total stockholders' deficit of $1,380,054 on December 31, 2004 compared to $2,040,098 on December 31, 2003, an increase of $660,044. Management used distributions from their investments to fund operations in conjunction with making settlements on liabilities to reduce cash outflows, which was the primary reason for the increase in stockholders equity.

On December 31, 2004 the Company had Property and Equipment (net of depreciation) of $-0- compared to $10,038 on December 31, 2003, or an decrease of $10,038, which was the result of the disposition of equipment.

Results of Operations 2005-2004

Analysis of the calendar years ended December 31, 2005 through calendar years ended December 31, 2004.

For the calendar year ended December 31, 2005, revenues were approximately $173,880 compared to $193,949 for the calendar year ended December 31, 2002, a decrease of $20,069. The decrease was due to a decrease in Canyon Shadows project income as the Company took on a reduced role in its change from general partner to limited partner.

G&A expense decreased to $311,738 for the calendar year ended December 31, 2005 from $360,408 for the calendar year ended December 31, 2004, a decrease of $48,670. The decrease in G&A was due to the additional reductions of salaries.

Interest expense for the calendar year ended December 31, 2005 was $25,855 compared to $50,180 for the calendar year ended December 31, 2004 a decrease of $24,325. The decrease is due to the further debt reduction and settlements.

 Liquidity and Capital Resources 2005-2004

Analysis of the calendar years ended December 31, 2005 through calendar years ended December 31, 2004.

On December 31, 2005 the Company had assets of $163,755 compared to $785,612 on December 31, 2004, a decrease of $621,857. The Company had total liabilities of $1,912,589 on December 31, 2005 compared to $2,165,666 on December 31, 2004, a decrease of $253,077. The Company had a total stockholders' deficit of $1,748,834 on December 31, 2005 compared to $1,380,054 on December 31, 2004, a decrease of $368,780. The refinancing of the Canyon Shadows project to reduce prior debt reduced the investment value of the Company’s major asset. Additional other investments were evaluated to no longer have any value and were written off during the period reducing the Company’s total assets by about 70% during this period. Additional liability settlement agreements reduced total liabilities as well.

 
12

 

Results of Operations 2006-2005

Analysis of the calendar years ended December 31, 2006 through calendar years ended December 31, 2005.

For the calendar year ended December 31, 2006, revenues were approximately $6,967 compared to $173,880 for the calendar year ended December 31, 2005, a decrease of $305,253. The decrease was due to the full year impact of the reduced Company role in the Canyon Shadows investment and no new additional income sources. Additional debt restructuring created debt forgiveness income of $430,988 not available in 2005.

G&A expense decreased to $6,485 for the calendar year ended December 31, 2006 from $311,738 for the calendar year ended December 31, 2005, a decrease of $305,253. The decrease in G&A was due to the elimination of the Company’s two main employee’s who were replaced by one interim employee in a very limited role made possible by the elimination of most of the company’s operating activities.

Interest expense for the calendar year ended December 31, 2006 was $25,855 compared to $25,855 for the calendar year ended December 31, 2005 which resulted in no change.

 Liquidity and Capital Resources 2006-2005

Analysis of the calendar years ended December 31, 2006 through calendar years ended December 31, 2005.

On December 31, 2006 the Company had assets of $143,133 compared to $163,755 on December 31, 2005, a decrease of $20,622. The Company had total liabilities of $1,506,909 on December 31, 2006 compared to $1,912,589 on December 31, 2005, a decrease of $405,680. The Company had a total stockholders' deficit of $1,363,776 on December 31, 2006 compared to $1,748,834 on December 31, 2005, a decrease of $385,058. The Company’s small decrease in assets resulted from small distributions from their one remaining investment and liabilities were restructured further reducing obligations.

Results of Operations 2007-2006

Analysis of the calendar years ended December 31, 2007 through calendar years ended December 31, 2006.

For the calendar year ended December 31, 2007, revenues were approximately $7,600 compared to $6,967 for the calendar year ended December 31, 2002, an increase of $633. This was basically unchanged between years,

G&A expense decreased to $9,024 for the calendar year ended December 31, 2007 from $6,485 for the calendar year ended December 31, 2006, an increase of $2,539. The decrease was minimal reflecting the Company’s decreased operation status.

Interest expense for the calendar year ended December 31, 2006 was $25,855 compared to $25,855 for the calendar year ended December 31, 2005 which resulted in no change.

 Liquidity and Capital Resources 2007-2006

Analysis of the calendar years ended December 31, 2007 through calendar years ended December 31, 2006.

On December 31, 2007 the Company had assets of $121,896 compared to $143,133 on December 31, 2006, a decrease of $21,237. The Company had total liabilities of $1,386,605 on December 31, 2007 compared to $1,506,909 on December 31, 2006, a decrease of $120,304. The Company had a total stockholders' deficit of $1,264,709 on December 31, 2007 compared to $1,363,776 on December 31, 2006, a decrease of $99,067. The Company had very little change during this period as it attempted to seek new ways to finance and restructure its remaining debt. The reduced operations were now down to amounts covered by the limited income available to the Company from its lone remaining investment.

 
13

 

Results of Operations 2008-2007

Analysis of the calendar years ended December 31, 2008 through calendar years ended December 31, 2007.

For the calendar year ended December 31, 2008, revenues were approximately $45,500 compared to $6,967 for the calendar year ended December 31, 2007, an increase of $38,533. The increase was the result in a distribution from the Company’s lone investment in Canyon Shadows.

G&A expense decreased to $27,854 for the calendar year ended December 31, 2008 from $6,485 for the calendar year ended December 31, 2007, an increase of $21,369. The increase in G&A was due to professional services as the Company continued further debt restructuring and potential new income opportunities.

Interest expense for the calendar year ended December 31, 2008 was $26,833 compared to $25,855 for the calendar year ended December 31, 2007 an increase of $978. The increase was due to a small change in debt structure terms of the Company liabilities.

 Liquidity and Capital Resources 2008-2007

Analysis of the calendar years ended December 31, 2008 through calendar years ended December 31, 2007.

On December 31, 2008 the Company had assets of $149,523 compared to $121,896 on December 31, 2007, an increase of $27,627. The Company had total liabilities of $1,016,839 on December 31, 2008 compared to $1,386,605 on December 31, 2007, a decrease of $369,766. The Company had a total stockholders' deficit of $867,336 on December 31, 2008 compared to $1,264,709 on December 31, 2007, a decrease of $397,373. The Company’s small decrease in assets resulted from small distributions from their one remaining investment and liabilities were restructured further reducing obligations. Liabilities continued to be reduced and terms adjusted as the Company tried to meet all the terms of its settlement with its limited income.

Results of Operations 2009-2008
 
Analysis of the calendar years ended December 31, 2009 through calendar years ended December 31, 2008.

For the calendar year ended December 31, 2009, revenues were approximately $7,600 compared to $45,500 for the calendar year ended December 31, 2008, a decrease of $37,900. The decrease was due to the return to normal income flows from its sole investment which had a unusual distribution in 2008.

G&A expense decreased to $6,578 for the calendar year ended December 31, 2009 from $27,654 for the calendar year ended December 31, 2008, a decrease of $21,076. The decrease in G&A was due to the decrease in professional services as in 2008 the company used its excess revenue to cover costs in restructure of its debt not available to the Company in 2009.

Interest expense for the calendar year ended December 31, 2009 was $38,577 compared to $25,833 for the calendar year ended December 31, 2008 an increase of $12,744. The decrease is due to changes in debt settlements.

 Liquidity and Capital Resources 2009-2008
 
Analysis of the calendar years ended December 31, 2009 through calendar years ended December 31, 2008.

On December 31, 2009 he Company had assets of $114,004 compared to $149,529 on December 31, 2008 a decrease of $35,525. The Company had total liabilities of $1,065,378 on December 31, 2009 compared to $1,016,859 on December 31, 2008 an increase of $48,519. The Company had a total stockholders' deficit of $951,374 on December 31, 2009 compared to $867,336 on December 31, 2008 a decrease of $84,038. The Company’s small decrease in assets resulted from small distributions from their one remaining investment and liabilities were restructured further reducing obligations. The Company has incurred some new liabilities to cover review of new opportunities to reposition its one remaining asset to fund the payment of most of its remaining liabilities including possible down payments on new income opportunities to be used in conjunction with the Net Tax Operating Losses to provide a stable cash flow to the Company. Additional investment avenues are also being reviewed as alternatives to cover the remaining debt structure of the Company.

 
14

 

RECENT ACCOUNTING PRONOUNCEMENTS
 
See Note 2 to the consolidated financial statements in Part 1 of this Annual Report on Form 10-K for information related to new accounting pronouncements.

OFF-BALANCE SHEET ARRANGEMENTS
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.

ITEM 7. FINANCIAL STATEMENTS

As used herein, the term "Company" refers to Broadleaf Capital Partners, Inc., a Nevada corporation, and its subsidiaries and predecessors unless otherwise indicated. Consolidated, audited, condensed financial statements including a balance sheet for the Company as of the years ended December 31, 2004 through December 31, 2009 and audited statements of income, cash flows and changes in shareholders' equity up to the date of such balance sheets and the comparable period of the preceding year are attached hereto as Pages 14 through 23 and are incorporated herein by this reference.

 
15

 

Board of Directors and Stockholders
Broadleaf Capital Partners, Inc.

We have audited the accompanying balance sheet of Broadleaf Capital Partners, Inc. and subsidiaries (“the Company”) as of December31, 2004 through 2009, and the related statements of operations, stockholders’ equity, and cash flows for the years from January 1, 2004 to December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit and on the audit report of other auditors. We did not audit the financial statements of Broadleaf Capital Partners, Inc. as of December 31, 2003 and for the year then ended which reflected total assets of $949,471. Those statements were audited by prior auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Broadleaf Capital Partners, Inc. is based solely on the report of the prior auditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit and the other auditors report provide a reasonable basis for our opinion.

In our opinion based on our audit and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Broadleaf Capital Partners,, Inc. and subsidiaries as of December 31, 2004 through 2009, and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company has incurred significant losses since inception of $14,956,753 and has a working capital deficit of $1,034,085. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ John Scrudato CPA
Califon, New Jersey
August 25, 2011

 
16

 


BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Audited)

                      
December 31,
                   
   
2009
   
2008
   
2007
   
2006
   
2005
   
2004
   
2003
 
                                           
ASSETS
                                         
                                           
CURRENT ASSETS
                                         
                                           
Cash
  $ 31,342     $ 28,378     $ 111     $ 1,535     $ 1,600     $ 3,957     $ 3,075  
Accounts Receivable(Net)
    0       0       0       0       0       0       12,753  
                                                         
Total Current Assets
    31,342       28,378       111       1,535       1,600       3,957       15,828  
                                                         
FIXED ASSETS, NET (Note2, 5)
    0       0       0       0       0       0       10,038  
                                                         
OTHER ASSETS -
                                                       
Investments (Note 2,4,8,10)
    82,662       121,145       121,785       141,598       162,155       781,655       922,374  
Other Assets
    0       0       0       0       0       0       1,231  
                                                         
Total Other Assets
    82,662       121,145       121,785       141,598       162,155       781,655       923,605  
                                                         
TOTAL ASSETS
  $ 114,004     $ 149,523     $ 121,896     $ 143,133     $ 163,755     $ 785,612     $ 949,471  
                                                         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                        
                                                         
CURRENT LIABILITIES
                                                       
Accounts payable
  $ 53,056     $ 41,114     $ 30,590     $ 137,239     $ 324,420     $ 421,118     $ 516,169  
Accrued expenses
    169,608       169,608       169,608       169,608       169,608       0       351,160  
Accrued interest
    162,541       125,964       99,081       73,226       47,371       21,516       307,130  
Judgments payable
    39,372       39,372       39,372       78,882       78,882       215,145       215,145  
Liabilities for Discontinued Operations
    0       0       0       0       0       0       353,978  
Notes payable - current portion (Note 7)
    640,801       640,801       1,047,954       1,047,954       1,292,308       1,507,887       521,437  
                                                         
Total Current Liabilities
    1,065,378       1,016,859       1,386,605       1,506,909       1,912,589       2,165,666       2,265,019  
                                                         
LONG-TERM DEBT - Notes payable - long term (Note 7)
    0       0       0       0       0       0       525,000  
                                                         
Total Liabilities
    1,065,378       1,016,859       1,386,605       1,506,909       1,912,589       2,165,666       2,790,019  
                                                         
COMMITMENTS AND CONTINGENCIES (Note 8)                                                        

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

 
17

 

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
(Audited)

                
December 31,
             
   
2009
 
2008
 
2007
 
2006
 
2005
 
2004
 
2003
 
                               
Minority Interest (Note 13)
    0     0     0     0     0     0     200,000  
                                             
STOCKHOLDERS' EQUITY (DEFICIT)
                                           
Preferred Shares(10,000,000 authorized at $.01
                                           
par value 0 issued and outstanding 2009 to 2004,
                                           
515,300 issues and outstanding 2003)
    0     0     0     0     0     0     5,153  
Common Stock authorized at $0.001 par value;
                                           
shares issued and outstanding 2009 140,473,605
                                           
shares issued and outstanding 2008 140,473,605
                                           
shares issued and outstanding 2007 140,473,605
                                           
shares issued and outstanding 2006 140,473,605
                                           
shares issued and outstanding 2005 140,473,605
                                           
shares issued and outstanding 2004 116,461,640
                                           
shares issued and outstanding 2003 75,773,888
                                           
Total commons Shares issued and outstanding
    140,474     140,474     140,474     140,474     140,474     116,462     75,774  
Additional paid-in capital
    13,875,209     13,875,209     13,875,209     13,875,209     13,875,209     13,831,232     13,731,300  
Stock Subscriptions
    (10,304 )   (10,304 )   (10,304 )   (10,304 )   (10,304 )   17,500     7,000  
Accumulated deficit
    (14,956,753 )   (14,872,715 )   (15,270,088 )   (15,369,155 )   (15,754,213 )   (15,345,248 )   (15,859,775 )
                                             
Total Stockholders' Equity (Deficit)
    (951,374 )   (867,336 )   (1,264,709 )   (1,363,776 )   (1,748,834 )   (1,380,054 )   (2,040,548 )
                                             
TOTAL LIABILITIES, AND
                                           
STOCKHOLDERS' EQUITY (DEFICIT)
  $ 114,004   $ 149,523   $ 121,896   $ 143,133   $ 163,755   $ 785,612   $ 949,471  

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

 
18

 

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Schedule of Investments
As at Ended December 31,
(Audited)

  
     
Number
                                     
       
Shares Owned
   
Original
                               
Company
 
Business
 
or %
   
Cost
 
2009
 
2008
   
2007
 
2006
 
2005
 
2004
 
2003
 
                                               
Canyon Shadows
 
Real Estate
  1 %   $ 1,131,961
(a)
$ 82,662   $ 121,145     $ 121,785   $ 141,598   $ 162,155   $ 781,655   $ 815,983  
                                                               
Nutek Oil
 
Start-up
 
100000 Sh.
      25,000
(b)
  0     0       0     0     0     0     25,000  
                                                               
International Sports
                                                             
& Media Group, Inc.
 
Start-up
 
100000 Sh.
      0
(c)
  0     0       0     0     0     0     10,000  
                                                               
Silverleaf Venture
                                                             
Fund, Ltd.
 
Start-up
  100 %     75,000
(d)
  0     0       0     0     0     0     71,391  
                                                               
TOTAL INVESTMENTS
                  $ 82,662   $ 121,145     $ 121,785   $ 141,598   $ 162,155   $ 781,655   $ 922,374  

Schedule of Investments - Descriptions

a)
The Company's Investment Committee has valued this investment at cost, less cash distributions to the Company from Canyon Shadows.

b)
During the year ended December 31, 2003 the Company invested $25,000 in Nutek Oil, Inc. The Company's Investment Committee has since determined the fair market value to be zero after the company merged and filed for bankruptcy.

c)
During the year ended December 31, 2003, the Company entered into a Settlement Agreement with International Sports and Media Group, Inc. ("ISMG") whereby the Company settled ISMG's debt payable to the Company. As a part of this Settlement Agreement, the Company received 100,000 shares of ISMG's common stock, the market price of which was $0.10 per share on the date the Agreement was executed. The Company's Investment Committee has since concluded that there is no market for this Company.

d)
During the year ended December 31, 2003, the Company formed a wholly- owned subsidiary called Silverleaf Venture Fund, Ltd. ("Silverleaf"). Since inception, Silverleaf has acted as a holding company for some of the Company's investments. Since December 31, 2003, the Company's Investment Committee determined that there is mo market value for any remaining assets that were not sold during subsequent periods.

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

 
19

 

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Audited)

    
For the Years Ended December 31,
 
   
2009
   
2008
   
2007
   
2006
   
2005
   
2004
   
2003
 
                                           
REVENUES
  $ 7,600     $ 45,500     $ 7,600     $ 6,967     $ 173,880     $ 193,949     $ 1,900  
                                                         
EXPENSES
                                                       
                                                         
General and administrative
    16,578       27,654       9,024       6,485       311,738       360,408       498,881  
Depreciation (Note 5)
    0       0       0       0       0       10,038       9,984  
                                                         
Total Expenses
    16,578       27,654       9,024       6,485       311,738       370,446       508,865  
                                                         
NET INVESTMENT INCOME(LOSS)
    (8,978 )     17,846       (1,424 )     482       (137,858 )     (176,497 )     (506,965 )
                                                         
OTHER INCOME (EXPENSE)
                                                       
                                                         
Gain on forgiveness of debt
    0       407,000       146,159       430,988       113,652       613,568       1,079,614  
Gain on prior year accrual reversal
    0       0       0       0       0       307,130       0  
Other Income
    0       0       0       0       0       0       171,500  
Interest expense
    (36,577 )     (26,833 )     (25,855 )     (25,855 )     (25,855 )     (50,180 )     (217,140 )
Unrealized loss on investments (Note 2,4,10)
    (38,483 )     (640 )     (19,813 )     (20,557 )     (247,554 )     (33,296 )     (71,541 )
Gain( Loss) on write off of investments (Note 2)
    0       0       0       0       (111,350 )     (146,198 )     3,500  
                                                         
Total Other Income (Expense)
    (75,060 )     379,527       100,491       384,576       (271,107 )     691,024       965,933  
                                                         
INCOME (LOSS) FROM CONTINUING OPERARION BEFORE INCOME TAXES
    (84,038 )     397,373       99,067       385,058       (408,965 )     514,527       458,968  
                                                         
Benefit due to tax loss carryforward (Note 2)
    0       (139,081 )     (34,674 )     (134,770 )     0       (180,084 )     0  
Income taxes (Note 2)
    0       139,081       34,673       134,770       0       180,084       0  
                                                         
NET INCOME (LOSS) CONTINUING OPERATIONS
    (84,038 )     397,373       99,067       385,058       (408,965 )     514,527       458,968  
                                                         
Discontinued Operations (Note 12)
    0       0       0       0       0       0       (41,824 )
                                                         
NET INCOME (LOSS)
  $ (84,038 )   $ 397,373     $ 99,067     $ 385,058     $ (408,965 )   $ 514,527     $ 417,144  
                                                         
BASIC INCOME (LOSS) PER SHARE
                                                       
                                                         
Continuing Operations
    (0.001 )     0.003       0.001       0.003       (0.003 )     0.005       0.011  
Discontinued Operations
    0.000       0.000       0.000       0.000       0.000       0.000       (0.001 )
                                                         
Basic Income (Loss) Per Share (Note 2)
    (0.001 )     0.003       0.001       0.003       (0.003 )     0.005       0.010  
                                                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    140,209,504       140,209,504       140,209,504       140,209,504       137,752,238       102,168,959       41,450,802  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
20

 

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Audited)

    
For the Years Ended December 31,
 
   
2009
   
2008
   
2007
   
2006
   
2005
   
2004
   
2003
 
                                           
CASH FLOWS FROM OPERATING ACTIVITIES
                                         
                                           
Net income (loss) from continuing operations
  $ (84,038 )   $ 397,373     $ 99,067     $ 385,058     $ (408,965 )   $ 514,527     $ 417,144  
Adjustments to reconcile net loss to net cash used by operating activities:
                                                       
Depreciation
    0       0       0       0       0       10,038       9,984  
Beneficial conversion costs
    0       0       0       0       0       0       6,250  
Amortization of prepaid expenses
    0       0       0       0       0       0       53,000  
Loss on investments, net
    38,483       640       19,813       20,557       247,554       106,391       3,609  
Loss on settlements of debts
    0       0       0       0       0       0       90,863  
Gain on settlements of debts
    0       (407,000 )     (146,159 )     (430,988 )     (113,652 )     (613,568 )     (1,141,497 )
Common stock issued for settlements
    0       0       0       0       0       39,667       0  
Common stock issued for services
    0       0       0       0       0       10,000       115,040  
Loss from discontinued operations
    0       0       0       0       0       0       41,824  
                                                         
(Increase) decrease in other assets
    0       0       0       0       0       1,231       367  
(Increase) decrease in accounts receivable
    0       0       0       0       0       12,753       0  
Increase (decrease) in accounts payable
    11,942       10,371       0       (547 )     (92,886 )     (95,051 )     70,690  
Increase (decrease) in Accrued Expenses
    36,577       26,883       25,855       25,855       227,034       (377,184 )     111,364  
Increase (decrease) in Judgments Payable
    0       0       0       0       0       0       0  
                                                         
Net Cash Used in Operating Activities
    2,964       28,267       (1,424 )     (65 )     (140,915 )     (391,196 )     (221,362 )
                                                         
CASH FLOWS FROM INVESTING ACTIVITIES
                                                       
                                                         
Funds received from common stock
                                                       
investments and note conversions to stock
    0       0       0       0       67,179       90,953       0  
Purchase of investments
    0       0       0       0       0       0       (37,735 )
Funds received from investments
    0       0       0