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EX-31.1 - EXHIBIT 31.1 - TimefireVR Inc.ex311.htm
EX-32.1 - EXHIBIT 32.1 - TimefireVR Inc.ex321.htm
EX-3.1 - EXHIBIT 3.1 - TimefireVR Inc.ex31.htm
EX-3.2 - EXHIBIT 3.2 - TimefireVR Inc.ex32.htm
EX-31.2 - EXHIBIT 31.2 - TimefireVR Inc.ex312.htm
EX-21 - EXHIBIT 21 - TimefireVR Inc.ex21.htm
EX-4.5 - EXHIBIT 4.5 - TimefireVR Inc.ex45.htm
EX-32.2 - EXHIBIT 32.2 - TimefireVR Inc.ex322.htm
EXCEL - IDEA: XBRL DOCUMENT - TimefireVR Inc.Financial_Report.xls
EX-4.6 - EXHIBIT 4.6 - TimefireVR Inc.ex46.htm


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

FORM 10-K
 
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2014

[  ]   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

ENERGYTEK CORP.
(Exact name of registrant as specified in its charter)

Nevada
86-0490034
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
201 S. Laurel
 
Luling, TX
78648
(Address of principal executive offices)
(Zip Code)
 
(713) 333-3630
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None
 
Securities registered pursuant to Section 12(g) of the Act:
 
 
Title of each class:
Common Stock, $.001 par value
 
 
Name of each exchange on which registered: N/A
 
 
Indicate by check mark if a registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]   No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [  ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]  No [  ]
 
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [X] No [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
[  ]
Accelerated filer
[  ]
Non-accelerated filer
[  ]
Smaller Reporting Company
[x]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]
 
State issuer’s revenues for its most recent fiscal year. $42,094.
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.):  The aggregate market value based on the average bid and asked price on the over-the-counter market of the Registrant’s common stock, (“Common Stock”) held by non-affiliates of the Company was $672,310 as of June 30, 2014.
 
As of March 30, 2015, there were 22,757,964 shares of the issuer’s $0.0001 par value common stock issued and outstanding.

 

 
 
   
Page No.
Part I
 
     
1
     
3
     
4
     
4
     
4
     
Part II
 
     
4
     
5
     
7
     
7
     
7
     
7
     
8
     
Part III
 
     
9
     
10
     
12
     
14
     
14
     
Part IV
 
     
15
     
17

 
 

ITEM 1.    DESCRIPTION OF BUSINESS

GENERAL

EnergyTEK Corp. (the “Company”) was originally incorporated in the State of Colorado on February 16, 1984 under the name of Oravest Interests, Inc.  On March 14, 2002, after several prior name changes, we changed our name to Broadleaf Capital Partners, Inc.   On April 10, 2002 we effectuated a merger with Broadleaf Capital Partners, Inc., a Nevada corporation (which had been formed on March 19, 2001) and as a result re-domiciled to the State of Nevada.  On July 23, 2014 we changed our name to EnergyTEK Corp.

On March 31, 2014 we closed a transaction whereby we acquired certain assets and assumed certain liabilities of Texas Gulf Oil & Gas, Inc., a Nevada corporation (“TGOG”). These assets and liabilities became were contributed to our then new-formed wholly owned subsidiary Texas Gulf Exploration & Production, Inc. In connection therewith, we issued 900 shares of the Company’s Series A Preferred Stock to TGOG.  Later, on May 21, 2014, the Company and TGOG closed a transaction whereby the 900 shares of Series A Preferred Stock were exchanged for 900 shares of Series C Preferred Stock.

On March 31, 2014, we closed a transaction whereby we acquired certain assets and assumed certain liabilities of Litigation Capital, Inc., a Nevada corporation (“LCI”). These assets and liabilities became were contributed to our then new-formed wholly owned subsidiary Legal Capital Corp. In connection therewith we issued 300,000 shares of the Company’s Series B Preferred Stock to LCI.

Also on March 31, 2014, we closed a transaction whereby we rescinded an agreement dated November whereby we acquired all of the capital stock of Sustained Release, Inc.

On July 23, 2014, we effectuated a 1-for-150 reverse split of the Company’s common stock.

On January 6, 2015, we closed a transaction whereby we entered into a Joint Venture Agreement with Wagley Offshore-Onshore, Inc. to pursue a distressed energy asset acquisition program to take advantage of the reduction in value of these assets due to the historically low price of crude oil.  The joint venture was formed as Wagley-EnergyTEK J.V. LLC, a Texas limited liability company. Pursuant to this transaction we issued 20,000,000 restricted shares of our common stock to be used to acquire such distressed energy assets.
 
DESCRIPTION OF OUR PRODUCTS AND SERVICES

The Company conducts its business through its two wholly owned subsidiaries Texas Gulf Exploration and Production, Inc. (“TGEP”) and Legal Capital Corp. (“LCC”) as well as through the joint venture named Wagley-EnergyTEK J.V. LLC (the “Wagley JV”).
 
Due to the tremendous drop in oil prices over the last six months, the Company has developed a new plan to take advantage of the opportunity of the crisis in energy market conditions.  The Company intends to become a licensed operator of wells for both its own portfolio and other entities, via our wholly owned subsidiary, TGEP.  We will do turnarounds of troubled production assets for banks and investment groups in underperforming oil & gas properties, using state of the art technology to improve economic operating costs and performance on wells acquired or under management.  The Company intends to negotiate an equity interest as well as recovery of all operating costs in return for assuming the plugging and abandonment liability mandated by the Texas Railroad Commission for leases that the Company takes over as the operator or records for these groups of non-operating owners.  We will seek to negotiate joint ventures, whereby the Company would retain a 25% working interest in each oil & gas property and the investors or bankers would retain a 75% working interest.  Outside of these individual lease joint ventures, the Company is seeking additional investment capital to acquire troubled assets for its own account.

Additionally, we have recently entered into the joint venture with Wagley Offshore-Onshore, Inc., the Wagley JV, which has been capitalized with 20 million shares of the Company’s common stock.  The mission of the Wagley JV is to acquire distressed energy assets in exchange for shares of such common stock.  Our target is smaller, independent producers who cannot find a traditional cash buyer for their leases, equipment or production in the current liquidity-short energy market environment.  The inherent risks to the success of the Wagley JV are competitors who have cash to buy the distressed energy assets, the limited liquidity of the Company’s common stock which the sellers of the assets would receive in exchange for the assets and the dilution of the Company’s current shareholders in purchasing the energy-related assets that may lose much or all of their value.
 
 
The business model of LCC is a development stage litigation finance company, whose predecessor entity, Litigation Capital, Inc., was founded by veteran trial attorneys Wes Christian and Alan Pollack, and their associate Robert Hackney, who is the President of LCC. They have successfully represented Plaintiffs on a contingency basis with legitimate claims against major defendants, such as Goldman Sachs, Depository Trust Corporation and others, including major banks and mortgage lenders. Their current focus is on the naked shorting of publicly traded securities, and have already settled three of these major cases. Additional research is also being done today on behalf of entities damaged by LIBOR rate manipulation and other cases with significant damage multi-million dollar damage models.   These cases are time consuming and expensive, and the defendants are well funded major companies who fight mightily to avoid paying damages for their bad acts. LCC believes that many major cases of this type with merit as to their multi-million dollar claims are going unheard due to the lack of financing available. LCC has been founded to develop funding sources to allow professionals to take on more of these cases.
 
The Company’s goal is to provide a unique and much needed service in what LCC believes to be an untapped, growing market by providing access to capital for prejudgment lawsuit funding, particularly commercial claims in the securities and consumer fraud areas.  Financing by LCC will be made only to attorneys, and not directly to plaintiffs.  In addition, initially such financing will only be made on cases pending in either state courts or federal courts in Florida, with expansion to become a national litigation financing provider being the ultimate goal.
 
To date, LCC has found limited funding for its startup.  However, there is no assurance that LCC, on its own or through the efforts of its parent, EnergyTEK, will be able to secure additional funding to permit LCC to pursue its business plan.
 
COMPETITION
 
The business operations of TGEP and the Wagley JV are subject to intense competition.  A large number of companies and individuals engage in the exploration for and production of oil and gas and there is competition for the most desirable leases.   The competition includes major entities such as Exxon Mobil, Royal Dutch Shell, BP, Chevron Corporation and Conoco Phillips.  In addition, there are a number of small independent oil and gas exploration and/or production companies in the region in which TGEP and the Wagley JV currently or intend to focus their operations.  All of the major oil and gas companies and a large percentage of the independent companies have larger operations and financing to support their operations, which puts the Company’s operations at a disadvantage.
 
The competition faced by LCC is not nearly as extensive nor widespread, but there are larger, more established companies in the litigation finance business, such as Longford Capital, Lake Whillans, Pravati Capital and LawCash.  The risks faced by LCC’s business model include inadequate capital and a lack of experience when compared these other firms.  Additionally, LCC faces risk in financing litigation that does not have a favorable outcome and, thus, incurs significant losses related to such case, which would have had significant impact on LCC due to its inadequate capital.
 
The competition faced by LCC is not nearly as extensive nor widespread, but there are larger, more established companies in the litigation finance business, such as Longford Capital, Lake Whillans, Pravati Capital and LawCash.  The risks faced by LCC’s business model include inadequate capital and a lack of experience when compared these other firms.  Additionally, LCC faces risk in financing litigation that does not have a favorable outcome and, thus, incurs significant losses related to such case, which would have had significant impact on LCC due to its inadequate capital.
 
Employees and Employment Agreements
 
As of the filing date hereof we have no full-time employees.  Our only employees would be our officers who serve on a part time basis. Our administrative other related services, to extent not performed by our offices are performed by third parties on a contract basis. There are no formal employment agreements between the Company, except that Craig Crawford, our President, Chief Executive Officer and Chief Financial Officer is paid the sum of $1,500 per month, which amount is accrued and payable in the form of shares of the Company’s common stock on a periodic basis.
 
Facilities

The Company's principal office is located at 201 So. Laurel, Luling, TX 78648, where the Company maintains a small leased office space.   The month-to-month rental amount is $350.  The Company also maintains administrative facilities at 123 No. Post Oak Lane, Suite 440, Houston, TX 77024. The Company pays a combined amount of $2,500 per month to a related party for rent and for administrative and clerical services.


As a smaller-reporting company, we are not required to provide the information required by this item.
 
 

 

The Company's principal office is located at 201 So. Laurel, Luling, TX 78648, where the Company occupies a small leased office space.   The month-to-month rental amount is $350.  The Company also maintains administrative facilities at 123 No. Post Oak Lane, Suite 440, Houston, TX 77024. The Company pays a combined amount of $2,500 per month to a related party for rent and for administrative and clerical services.

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

Not Applicable.

PART II


Market Information

The common stock of the Company is quoted on the OTC Bulletin Board and the OTC Markets, Inc. – OTCQB Systems under the symbol of ENTK.  The following table sets forth the range of high and low bid prices during each quarter for the years ended December 31, 2013 through December 31, 2014. The over-the- counter market quotations may reflect inter-dealer  prices, without retail market-up,  markdown  or commission and may not represent actual  transactions. The market information was obtained from QuoteMedia.com.  Prices have been adjusted for the 1-for-150 reverse split which was effective on July 23, 2014.
 
             
Year Ended December 31, 2014
 
   
High
   
Low
 
             
Quarter 1
    0.006       0.004  
Quarter 2
    0.011       0.003  
Quarter 3
    1.000       0.003  
Quarter 4
    1.000       0.120  
                 
Year Ended December 31, 2013
 
   
High
   
Low
 
                 
Quarter 1
    0.031       0.003  
Quarter 2
    0.005       0.003  
Quarter 3
    0.005       0.002  
Quarter 4
    0.008       0.003  
                 

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.
 
 

Shareholders

As of December 31, 2014, there were 541 shareholders and 1,509,630 shares of Common Stock outstanding.

The holders of common stock are entitled to one vote per share of common stock on all matters to be vote on by the stockholders. There are no cumulative voting rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared by the  board  of  directors  out  of  funds legally 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.

Transfer Agent

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

Equity Compensation Plans

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

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

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

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2014.


The following is a discussion of certain factors affecting Registrant's results of operations, liquidity and capital resources. You should read the following discussion and analysis in conjunction with the Registrant's consolidated financial statements and related notes that are included herein under Item 8 below.

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

The statements contained in the section captioned Management's Discussion and Analysis 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 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.
 
 

Plan of Operation

The Company operates its business primarily through the parent company and its subsidiaries and joint venture, as described above, as well as entities that may be formed or acquired in the future.
 
Results of Operations 2014-2013
 
Analysis of the calendar years ended December 31, 2014 and December 31, 2013.
 
Revenues

For the year ended December 31, 2014, revenues were approximately $42,094 compared to $8,467 for the year ended December 31, 2013, increasing by $33,627. A total of $39,721 in sales in the current period was from our oil services operations and $2,373 from our litigation services operations. All of our sales from the prior period was investment related income.

G & A Expenses

G&A expense increased to $417,003 for the year ended December 31, 2014 from $36,543 for the year ended December 31, 2013, an increase of $380,460.  The Company consulting fees of $82,053 the continued ramping up of our operations in our oil services subsidiary for $90,012 and the expansion of our Litigation Capital subsidiary in the amount of $36,398. All prior period expense is all general administrative cost from our parent.

Other income and expenses
 
Other items increased to a net expense of $6,965,242 for the year ended December 31, 2014 from a net income of $195,921 for the year ended December 31, 2013, resulting in a total net item decrease of $7,161,163. The items causing the large increase included an intangible asset impairment charge of $6,665,887 and a loan impairment charge of $295,000.
 
Net income (loss)
 
Net Income decreased to a loss of $7,360,235 for the year ended December 31, 2014 from net income of $195,921 for the year ended December 31, 2013, a decrease of $7,556,156. The decrease was mostly related to an impairment charges listed above and the continued development of our subsidiaries.
 
Liquidity and Capital Resources 2014-2013
 
Analysis of the fiscal years ended December 31, 2014 and December 31, 2013:
 
On December 31, 2014 the Company had total assets of $1,573,741 compared to $307,045 on December 31, 2013 an increase of $1,266,696. The Company had total liabilities of $308,577 on December 31, 2014 compared to $27,701 on December 31, 2013 a decrease of $280,876. The Company had a total stockholders' equity of $1,265,165 on December 31, 2014 compared to a stockholders' equity of $279,344 on December 31, 2013 an increase of $985,821. The Company’s increase in assets resulted from the acquisition of assets acquire for stock sales.  The Company does not believe that it can maintain its current operating levels out of remaining cash which was $923 at December 31, 2014.  In order to ensure continued operations, the Company must raise additional capital through the sale of debt, stock or convertible debt, the latter two of which would have a dilutive effect upon the currently issued and outstanding shares of the Company’s common stock.
 
 
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
See Note 2 to the consolidated financial statements in Part 1 of this Annual Report on Form 10-K for information related to new accounting pronouncements.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.


Not applicable to a smaller reporting Company.
 

The response to this item is submitted as a separate section of this report beginning on page F-1.
 

We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with any of our accountants for the year ended December 31, 2014 or any interim period. We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our recent fiscal year or any later interim period.


Management’s Annual Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: 
 
 
o
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
     
 
o
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
     
 
o
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
 
 
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
 
As of December 31, 2014, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2014.
 
Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
 
Management’s Remediation Initiatives
 
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
 
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
 
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
 
We anticipate that these initiatives will be at least partially, if not fully, implemented by September 30, 2015.
 
Changes in internal controls over financial reporting
 
There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
 
 
On March 13, 2015, in accordance with the Nevada Revised Statutes, the Company’s Articles of Incorporation, as amended, and the then-existing By Laws of the Company, the Board of Directors voted unanimously to adopt updated By Laws for the Company.  The updated By Laws are attached to this Annual Report as Exhibit 3.2 hereto.
 
 
PART III
 

Directors and Officers

The following sets forth the names and ages of all of our directors and executive officers as of the date of this annual report. Also provided herein is a brief description of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal.  There are no arrangements or understandings between any director or executive officer and any other person pursuant to which the director or executive officer was selected.
 
The following persons constitute all of the Company’s Executive Officers and Directors:
    
 NAME
AGE
POSITION
 Craig Crawford
  61
President, Chief Executive Officer, Chief Financial Officer
and Director
Tommie J. Morgan
  73
Secretary and Director

Craig Crawford, 61, President, Chief Financial Officer and Director. Mr. Crawford has been employed as a senior manager or senior officer in the oil & gas industry for over 35 years.  His most recent employment is as follows:  From August 2008 to July 2011, he served as Director of Operations of Willbros, Inc. - Facilities Business Unit. In January 2010 he participated in the formation of Texas Gulf Oil & Gas, Inc. From July 2011 to April 2014, he served as a Co-founder and Chief Executive/Chief Financial Officer and a director of Texas Gulf Energy, Inc., and as President of International Plant Services LLC, its wholly owned subsidiary.  From December, 2013 to present he has served as Vice President – Construction of  a major engineering and construction firm, overseeing capital oil & gas construction projects  in the State of Alaska.

Tommie J. Morgan, Ph.D., 73, Secretary and a director. Dr. Morgan is a Medical Physicist, who    is licensed in the States of Texas, Arizona and Nevada, specializing in Diagnostic, Nuclear and Health Physics.  He has a prior academic appointment as Chief, Diagnostic Physics and Associate Professor at MD Anderson Hospital & Tumor Institute, University of Texas System Cancer Center in Houston, Texas (1982-1989).  He served as President of IATRO Services, Inc. from 1988 to 1995, Vice President of IATRO Holdings, Inc. from 1992 to 1994, President of IATRO, Inc. from 1992 to 1994 and President of IATRO, Inc. from 1992 to 1994, all of which positions were located in Houston, TX.  Dr. Morgan has owned and acted as President of private consulting firms, Medikos, Inc. and Morgan Consultants, Inc., from 1994 to present, consulting with numerous hospitals and medical centers throughout the United States including, but not limited to, consulting regarding business plans, budgets, cash flow, staffing requirements, operational needs, equipment acquisitions and regulatory compliance.  Dr. Morgan has also served as Acting Chief, Regulatory Affairs for OB Scientific, Inc. of Milwaukee, Wisconsin from 1999 to present.  Dr. Morgan also has extensive experience in investing in oil and gas ventures.  Dr. Morgan received his B.S.E. in Mathematics, Physics and Education from Arkansas State Teachers College, his M.S. in Radiation Science from the University of Arkansas Medical Center and his Ph.D. in Bionucleonics (Radiation Physics and Radiation Bio-effects) from Purdue University.

Each director is elected for one year at the annual meeting of stockholders and serves until the next annual meeting or until a successor is duly elected and qualified. Executive officers serve at the discretion of our board of directors. There are no family relationships among any of the directors and executive officers.
 
 

Code of Ethics

As revised in August 2011, the Board of Directors adopted a Code of Ethics for Senior Financial Officers. The Code of Ethics was adopted pursuant to the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission there under. A copy of the Code of Ethics will be made available upon request at no charge. Requests should be directed in writing to the Company at 201 S. Laurel, Luling, TX 78648.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires each of the Company’s directors and executive officers, and any beneficial owner of more than 10 percent of the Company's common stock, to file reports with the SEC. These include initial reports and reports of changes in the individual’s beneficial ownership of the Company’s common stock. Such persons are also required by SEC regulations to furnish the Company with copies of such reports.

Audit Committee and Audit Committee Financial Expert

The Company does not have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, or a committee performing similar functions.  The board of directors has determined that the Company does not have an audit committee financial expert serving on the board.  The Company does not have an audit committee financial expert because it has been unable to attract and compensate an individual with the necessary skills to serve in such role.  The Company intends to identify and appoint a financial expert when possible.
 

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.
 
Summary Compensation Table
 
The compensation of the named executive officers for the last two completed fiscal years ended December 31, 2013 and December 31, 2014 is shown below:
 
Name and
Principal
Position
Year
 Ended
 
Salary
$
   
Bonus
$
   
Stock
Awards
$
   
Option
Awards
$
   
Non-Equity
Incentive Plan
Compensation
$
   
Non-qualified
Deferred
Compensa-tion
Earnings
$
 
All Other
Compen-sation
$
Total
$
                                           
J. Michael King,
2013
   
  9,000
     
-
     
-
     
-
     
-
     
       -
 
-
  9,000
Former President
2014
   
12,329
                                           
12,239
                                                       
Donna Steward
2013
                                   
n/a
             
Former Secretary
2014
   
  6,819
                                           
  6,819
                                                       
Craig Crawford
2014
 
 
  6,634
     
     
                           
  6,634
CEO, President, and CFO
2013
   
-
     
-
     
-
     
-
     
n/a
     
-
 
-
 
 
 
 
Stock Options/SAR Grants
 
The Company has not granted any stock options or stock appreciation rights since our date of incorporation on September 3, 2010.
 
We anticipate that we will adopt a stock option plan, pursuant to which shares of our common stock will be reserved for issuance to satisfy the exercise of options. The stock option plan will be designed to retain qualified and competent officers, employees, directors and consultants. Our Board of Directors, or a committee thereof, shall administer the stock option plan and will be authorized, in its sole and absolute discretion, to grant options thereunder to all of our eligible employees, including officers, and to our directors, whether or not those directors are also our employees. Options will be granted pursuant to the provisions of the stock option plan on such terms, subject to such conditions and at such exercise prices as shall be determined by our Board of Directors. Our stock option plan and the stock option agreements will provide that options granted pursuant to the stock option plan shall not be exercisable after the expiration of ten years from the date of grant.
 
Long-Term Incentive Plans
 
As of December 31, 2014, we had no group life, health, hospitalization, or medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event of termination of employment or corporate change in control.
 
Outstanding Equity Awards at Fiscal Year-end
 
As of the year ended December 31 30, 2014, each named executive officer had these unexercised options, stock that has not vested, and equity incentive plan awards: 
 
 OPTION AWARDS
 
 Name
 
Number of Securities
 Underlying
 Unexercised
 Options #
 Exercisable
   
Number of Unexercisable
Options
   
Equity
 Incentive
 Plan
 Awards:
 Number of
 Securities
 Underlying
 Unexercised
 Options
   
Option
 Exercise
 Price
   
Option
 Expiration
 Date
   
Number
 of Shares
 or Units
 of Stock
 Not Vested
   
Market
 Value of
 Shares
 or Units
 Not Vested
   
Equity
 Incentive
 Plan Awards:
 Number of Unearned
 Shares,
 Units or
 Other Rights
 Not Vested
   
Value of
 Unearned
 Shares,
 Units or
 Other Rights
 Not Vested
 
                                                       
J. Michael King,
Former President
   
-
     
-
     
-
     
-
     
n/a
     
-
     
-
     
-
     
-
 
                                                                         
Donna Steward,
Former Secretary
                                   
           n/a
                                 
                                                                         
Craig Crawford
CEO, President, and CFO
   
-
     
-
     
-
     
-
     
n/a
     
-
     
-
     
-
     
-
 
                                                                         
 
 
 
Equity Compensation Plans
 
We do not have any securities authorized for issuance under any equity compensation plan. We also do not have an equity compensation plan and do not plan to implement such a plan.
 
Plan Category
 
Number of securities to be
 issued upon exercise of
 outstanding options,
 warrants and rights (a)
   
Weighted-average exercise
 price of outstanding options,
 warrants and rights (b)
   
Number of securities
 remaining available for
 future issuance under equity compensation (excluding
 securities reflected in column
 (a))
 
                   
Equity compensation plans approved by security holders
   
-
     
-
     
-
 
                         
Equity compensation plans not approved by security holders
   
-
     
-
     
-
 
                         
Total
   
-
     
-
     
-
 
 
Employment Contracts
 
We currently do have any employment contracts with any of our officers.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Securities Exchange Act of 1934 requires our director and executive officer and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended December 31, 2014, Forms 5 and any amendments thereto furnished to us with respect to the year ended December 31, 2014, and the representations made by the reporting persons to us, we believe that during the year ended December 31, 2014, our executive officer and director and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.
 

The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31 2014, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.
 
 
 

 Class Type
Beneficial Owner
Name and Address
Amount of
Ownership
Percentage
Ownership
Officers and Directors      
       
Common Stock
Craig Crawford
President, Chief Financial Officer and Director (1)
 
   18,812 shares
1.2%
       
Common Stock
Tommie J. Morgan
Secretary and Director (1)
        -0- shares
0%
       
Common Stock
All Officer and Directors as a Group – 2 members
  18,812 shares
1.2%
       
5% Shareholders
     
       
Common Stock
J. Michael King
3887 Pacific Street
Las Vegas, NV 89146
162,465 shares
10.7%
       
Common Stock
Litigation Capital, Inc.
1062 Indiantown Road
Suite 400
Jupiter, FL 33477
137,335 shares
9.1%
       
Common Stock
Donna Steward
2911 S. Santa Fe
San Marcos, CA 92069
  77,077 shares
5.1%
       
Series B Preferred
Litigation Capital, Inc.
1062 Indiantown Road
Suite 400
Jupiter, FL 33477
300,000 shares
100%
       
Series C Preferred
Texas Gulf Oil & Gas, Inc.
123 No. Post Oak Lane
Suite 440
Houston, TX 77024
       900 shares
100%
 
(1)  
 The address is:  c/o EnergyTEK Corp., 201 S. Laurel, Luling, TX 78648.
 
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
 
 
 
Changes in Control - We are not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403.
 

Certain Relationships and Related Transactions

When the Company is contemplating entering into any transaction in which any executive officer, director, nominee or any family member of the foregoing would have any direct or indirect interest, regardless of the amount involved, the terms of such transaction have to be presented to the full board of directors (other than any interested director) for approval. The board has not adopted a written policy for related party transaction review but when presented with such transaction, they are discussed by the full board of directors and documented in the board minutes.

During the fiscal years ended December 31, 2013 and December 31, 2014, the Company engaged in the following transactions with a related person: None

Director Independence

Our board of directors affirmatively determines the independence of each director and nominee for election as a director in accordance with guidelines it has adopted, which include all elements of independence set forth in NASDAQ Rule 4200(a)(15).  Based on this standard, the board of directors has determined that it currently it has no members who qualify as “independent.”


Audit Fees

The aggregate fees billed for each of the last three fiscal years for professional services rendered by the principal accountant for our audit of annual consolidated financial statements and reviews of our interim consolidated financial statements included in our Form 10-Q and Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

Audit Fees 2013: $10,000

Audit Fees 2014: $12,000

Audit-Related Fees
None.

Tax Fees
None.

All Other Fees
None.
 
Audit Committee Policies and Procedures
As of the date of this Annual Report, the Company does not have an established audit committee.  The appointment of John Scrudato CPA was approved by the Board of Directors as the principal auditors for the Company. There are no board members that are considered to have significant financial experience.  When independent directors with the appropriate financial background join the board, the board plans to establish an audit committee, which will then adopt an appropriate charter and pre-approval policies and procedures in connection with services to be rendered by the independent auditors.

 

 
 
(a) Financial Statements and Schedules
 
See Index to Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K.
 
(b)     Exhibits
 
Exhibit No.
Description
 
Location
       
2.1
 
Purchase Agreement between the
Company and Texas Gulf Oil & Gas, Inc. dated March 31, 2014.
 
Incorporated by reference Exhibit 2.1 to the
Company’s Current Report on Form 8-K
filed with the SEC on April 4, 2014.
 
       
2.2
Purchase Agreement between the Company and Litigation Capital, Inc. dated March 31, 2014.
 
Incorporated by reference to Exhibit 2.2 to the
Company’s Current Report on Form 8 filed with
the SEC on April 4, 2014.
 
 2.3
Share Exchange Agreement between
the Company and Texas Gulf Oil &
Gas, Inc. May 21, 2014,
 
Incorporated by reference to Exhibit 2.3 to the
Company’s Current Report on Form 8-K filed
with the SEC on April 4, 2014.
       
3.1
Articles of Incorporation of the Company, as amended.
 
Filed herewith.
       
3.2
Bylaws of the Company
 
Filed herewith.
       
4.1
Certificate of Designation of Series A Convertible Preferred Stock filed with the Nevada Secretary of State on March 31, 2014.
 
Incorporated by reference to Exhibit 4.1 of the
Company’s Current Report on Form 8-K filed
with the SEC on April 4, 2014 (subsequently
amended and restated).
       
4.2
Certificate of Designation of Series B Convertible Preferred Stock filed with the Nevada Secretary of State on March 31, 2014.
 
Incorporated by reference to Exhibit 4.2 of the
Company’s Current Report on Form 8-K filed
with the SEC on March 31, 2014.
       
4.3
Certificate of Amendment to Certificate
of Designations of Series A Convertible Preferred Stock filed with the Nevada
Secretary of State on April 29, 2014.
 
Incorporated by reference to Exhibit 4.2 to
the Company’s Quarterly Report on Form
8-K for the period ended March 31, 2014,
filed with the SEC on May 2, 2014.
       
4.4
Certificate of Designation of Series C Convertible Preferred Stock filed with the Nevada Secretary of State on May 20, 2014.
 
Incorporated by reference to Exhibit 4.1 of the
Company’s Annual Report on Form 8-K filed
with the SEC on May 28, 2014 (subsequently
corrected and amended).
 


 

 
4.5
Certificate of Correction to Certificate
of Designations of the Series C
Convertible Preferred Stock filed with
the Nevada Secretary of State on
May 22, 2014.
 
Provided herewith.
       
4.6
Certificate of Amendment to Certificate
of Certificate of Designations of the
Series C Convertible Preferred Stock
filed with the Nevada Secretary of
State on September 19, 2014.
 
Provided herewith.
       
4.7
Certificate of Amendment to Certificate
of Certificate of Designations of the
Series C Convertible Preferred Stock
filed with the Nevada Secretary of
State on January 7, 2015.
 
Incorporated by reference to Exhibit 3.1
to the Company’s Current Report on
Form 8-K filed with the SEC on January
9, 2015.
       
10.1
Joint Venture Agreement between the Company and Wagley Offshore-Onshore, Inc. dated January 6, 2015.
 
Incorporated by reference to Exhibit 1.1 to
the Company’s Current Report on Form
8-K filed with the SEC on January
9, 2015.
       
 10.2
 
Limited Liability Company Operating Agreement for Wagley-EnergyTEK LLC by and between the Company and
Wagley Offshore-Onshore, Inc. dated
January 6, 2015.
 
Incorporated by reference to Exhibit 1.1 to
the Company’s Current Report on Form
8-K filed with the SEC on January 9, 2015.
   
     
21
List of Subsidiaries of the Company
 
Provided herewith.
       
31.1
Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Provided herewith
       
31.2
Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Provided herewith
       
32.1
Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Provided herewith
       
32.2
Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Provided herewith
       
101
The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Shareholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.
 
Provided herewith
 

 
 
 
 In accordance the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
ENERGYTEK CORP.
 
     
Date: March 30, 2015
   
     
 
By:  
/s/ Craig Crawford
   
Craig Crawford
   
Chief Executive Officer & Principal
Executive Officer
     
   
/s/ Craig Crawford
   
Craig Crawford
   
Chief Financial Officer & Principal
Financial Officer
 
 
In accordance with the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 30, 2015.
 
Signatures
 
Title
 
Date
         
/s/ Craig Crawford
 
Board Chairperson, Director
 
March 30, 2015
Craig Crawford
       
         
/s/ Tommie J. Morgan
 
Director
 
March 30, 2015
Tommie J. Morgan
       
 


 
John Scrudato CPA
CERTIFIED PUBLIC ACCOUNTING FIRM

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

To the Board of Directors and Stockholders of
Energy Tek Corp. (formerly Broadleaf Capital Partners, Inc.)
 
We have audited the accompanying balance sheet of Energy Tek Corp. (formerly Broadleaf Capital Partners, Inc.) as of December 31, 2014 and 2013 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Energy Tek Corp. (formerly Broadleaf Capital Partners, Inc.) at December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4, the Company has incurred significant accumulated deficits, recurring operating losses and a negative working capital. This and other factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ John Scrudato CPA
 
Califon, New Jersey
 
March 20, 2015




                                                                                            7 Valley View Drive Califon, New Jersey 07830

Registered Public Company Accounting Oversight Board Firm

 
F-1

 


             
ENERGY TEK CORP.
 
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC. )
 
CONSOLIDATED BALANCE SHEETS
 
 
31-Dec-14
 
31-Dec-13
 
   
"Audited"
   
"Audited"
 
ASSETS
 
CURRENT ASSETS
           
    Cash
  $ 923     $ 7,045  
Accounts receivable(net)
    624       0  
Notes receivable current portion
    0       135,000  
     TOTAL  CURRENT ASSETS
    1,547       142,045  
Notes Receivable - net of current portion
    0       165,000  
Property, plant and equipment, net
    231,050       0  
Intangible assets
    1,085,144       0  
Goodwill
    256,000       0  
     TOTAL ASSETS
  $ 1,573,741     $ 307,045  
LIABILITIES AND EQUITY
 
CURRENT LIABILITIES
               
Accounts payable and accrued expenses
  $ 59,186     $ 14,951  
Other current liabilities
    31,096       0  
Notes payable - current portion
    135,000       0  
Notes payable - related party
    83,294       12,750  
   TOTAL CURRENT LIABILITIES
    308,576       27,701  
TOTAL LIABILITIES
    308,576       27,701  
COMMITMENTS AND CONTINGENCIES (Note 9)
               
ENERGY TEK CORP. ("ENTK") SHAREHOLERS' EQUITY
               
Preferred  Stock 10,000,000 authorized all series: Series C $0.01 par value 900 shares
               
issued and outstanding at December 31, 2014 and none at December 31, 2013
    9       0  
Series B $0.01 par value 300,000 shares issued and outstanding at December 31, 2014
               
and none at December 31, 2013.
    3,000       0  
 Common Stock 500,000,000 authorized at $0.001 par value; 1,508,367 and
               
1,113,986 shares issued and outstanding December 31, 2014 and December 31, 2013.
    1,508       1,114  
 Additional paid-in capital
    22,695,464       14,307,491  
 Accumulated deficit
    (21,389,496 )     (14,029,261 )
Less Treasury stock at cost (137,335 shares at $0.33)
    (45,320 )     0  
     TOTAL EQUITY
    1,265,165       279,344  
       TOTAL LIABILITIES,  AND  EQUITY
  $ 1,573,741     $ 307,045  
                 
“The accompanying notes are an integral part of these consolidated financial statements."
 


 
F-2

 

ENERGY TEK CORP.
 
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
             
   
For the Years Ended
 
 
31-Dec-14
   
31-Dec-13
 
 
"Audited"
   
"Audited"
 
             
REVENUES
  $ 42,094     $ 8,467  
                 
COST OF SALES
    20,084       0  
                 
GROSS PROFIT
    22,010       8,467  
                 
OPERATING EXPENSES
    417,003       36,543  
                 
NET INCOME(LOSS)  FROM OPERATIONS
    (394,993 )     (28,076 )
                 
OTHER INCOME (EXPENSE)
               
Other Income
    0       10,000  
Impairment charge
    (6,960,887 )     0  
Realized Gain on Sale of Investment
    0       139,050  
Debt Forgiveness
    0       46,871  
   Interest expense
    (4,355 )     0  
   TOTAL OTHER INCOME (EXPENSE)
    (6,965,242 )     195,921  
                 
INCOME (LOSS) FROM CONTINUING
               
 OPERARION BEFORE INCOME TAXES
    (7,360,235 )     167,845  
                 
Income taxes
    0       (9,451 )
                 
NET INCOME (LOSS)
  $ (7,360,235 )   $ 158,394  
                 
INCOME (LOSS) PER SHARE
               
   Basic Income (Loss) Per Share basic
    (6.48 )     0.14  
   Basic Income (Loss) Per Share diluted
    (0.08 )     0.14  
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
         
 BASIC
    1,135,896       1,113,986  
 DILUTED
    92,935,896       1,113,986  
                 
“The accompanying notes are an integral part of these consolidated financial statements."
 


 
F-3

 

 
ENERGY TEK CORP.
 
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC. )
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
For the Years Ended
 
   
31-Dec-14
   
31-Dec-13
 
   
"Unaudited"
   
"Audited"
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income (loss) from continuing operations
  $ (7,360,235 )   $ 158,394  
Adjustments to reconcile net loss to net cash
               
used by operating activities:
               
Depreciation
    20,600       0  
Impairment charge
    6,960,887       0  
Common stock issued as compensation
    119,535       0  
                 
(Increase) decrease in accounts receivable
    (624 )     0  
Increase (decrease) in accounts payable /accrued expenses
    43,171       (36,870 )
Increase (decrease) in accrued interest
    0       (16,488 )
   NET CASH USED IN OPERATING ACTIVITIES
    (216,666 )     105,036  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
None
    0       0  
NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES
    0       0  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Issuance of note receivable
    5,000       (175,000 )
Issuance of notes payable
    135,000       12,750  
Extinguishment of  debt
    0       (30,383 )
Related party proceeds
    70,544       0  
 NET CASH PROVIDED BY FINANCING ACTIVITIES
    210,544       (192,633 )
                 
NET DECREASE IN CASH
    (6,122 )     (87,597 )
                 
CASH, BEGINNING OF PERIOD
    7,045       94,642  
                 
CASH, END OF PERIOD
  $ 923     $ 7,045  
                 
"The accompanying notes are an integral part of these consolidated financial statements."
 

 
 
F-4

 

 
ENERGY TEK CORP.
 
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC. )
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 
   
   
For the Years Ended
 
   
31-Dec-14
   
31-Dec-13
 
   
"Unaudited"
   
"Unaudited"
 
             
SUPPLEMENTAL DISCLOSURE OF CASH
           
 FLOW INFORMATION
           
             
Interest paid
  $ 4,355     $ 684  
Income taxes paid
  $ 0     $ 0  
                 
SUPPLEMENTAL DISCLOSURE OF
               
 NON-CASH ACTIVITIES
               
                 
Preferred stock series B & C stock issued
               
 in purchase of acquisition assets
  $ 8,023,377     $ 0  
Common stock issued for services
  $ 67,630     $ 0  
Common stock exchanged for debt
  $ 74,158     $ 0  
Treasury stock issued for debt
  $ 45,320     $ 0  
                 
"The accompanying notes are an integral part of these consolidated financial statements."
 
 
 
F-5

 

ENERGY TEK CORP.
 
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC. )
 
Consolidated Statements of Shareholders' Equity (Deficit)
 
For the years ended December 31, 2014 and 2013
 
"Audited"
 
                                                   
     
Preferred
         
Common
               
Additional
             
     
stock
         
stock
         
Treasury
   
Paid in
   
Accumulated
       
     
Shares
   
Amount
   
Shares
   
Amount
   
Stock
   
Capital
   
Deficit
   
Total
 
                                                   
                                                   
Balance
31-Dec-12
    0       0       1,113,986       1,114       0       14,307,491       (14,187,655 )     120,950  
                                                                   
Net income for the year
                                                               
ended December 31, 2013
    0       0       0       0       0       0       158,394       158,394  
                                                                   
Balance
31-Dec-13
    0       0       1,113,986       1,114       0       14,307,491       (14,029,261 )     279,344  
Preferred stock issued for acquisitions
    300,900       3,009       0       0       0       8,201,257       0       8,204,266  
                                                                   
Acquisition of treasury stock
    0       0       0       0       (45,320 )     45,320       0       0  
                                                                   
Stock issued as Compensation
    0       0       211,880       329       0       67,301       0       67,630  
                                                                   
Stock issued for debt
      0       0       182,501       63       0       74,095       0       74,158  
                                                                   
Net income for the year
                                                               
ended December 31, 2014
    0       0       0       0       0       0       (7,360,235 )     (7,360,235 )
                                                                   
Balance
31-Dec-14
    300,900     $ 3,009       1,508,367     $ 1,505     $ (45,320 )     22,695,464     $ (21,389,496 )   $ 1,265,165  
                                                                   
"The accompanying notes are an integral part of these consolidated financial Statements"
 


 
F-6

 

NOTE 1 - RECENT COMPANY BACKGROUND

EnergyTek Corp. formerly Broadleaf Capital Partners, Inc. (the Company), is a Nevada company. In November of 2013 the Company formed a wholly owned subsidiary Sustained Release, Inc. Although a private placement memorandum was done in December 2013, no funds were raised. On February 13, 2014, the Company sold its wholly- owned subsidiary Pipeline Nutrition to a related party. For accounting purposes, the effective date of the transaction was retroactively made to be December 31, 2013.  Our financial statements presented here reflect this event for both periods presented. During March 2014 we formed a new subsidiary Texas Gulf Exploration & Production, Inc. which, on March 28, 2014, acquired the majority of assets of Texas Gulf Oil & Gas Inc. Also in March 2014 we formed another new subsidiary Legal Capital Corp., which on March 28, 2014 acquired the majority of assets of Litigation Capital, Inc. On March 31, 2014 we entered into an agreement whereby the acquisition of our subsidiary, Sustained Release, Inc., was rescinded. No sales of Preferred Stock were ever sold in this proposed private placement and the Company has withdrawn this private offering.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements.

Basis of Presentation
 
The Consolidated Financial Statements include the accounts of the Company and its majority-owned and wholly-owned subsidiaries. All significant intercompany account balances, transactions, profits and losses have been eliminated.

Principles of Consolidation

The financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated. Equity investments through which we exercise significant influence over but do not control the investee and are not the primary beneficiary of the investee’s activities are accounted for using the equity method where applicable. Investments through which we are not able to exercise significant influence over the investee and which do not have readily determinable fair values are accounted for under the cost method where applicable.

Use of Estimates
  
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Fair Value of Financial Instruments
  
For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable,  and accounts payable, the carrying amounts approximate fair value due to their short maturities.

Revenue  Recognition

The Company ASC No. 605 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the sales price is fixed or determinable, and (iii) collectability is reasonably assured.


 
F-7

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and Cash Equivalents
 
Cash comprises cash in hand and cash held on demand with banks. The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash equivalents are carried at cost, which approximates market value. Cash and cash equivalents comprise of the non-interest bearing checking accounts in US Dollars.

Accounts Receivable, Net

Accounts receivable represent amounts due from customers on product and other sales. These accounts receivable, which are reduced by an allowance for doubtful accounts, are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectability of its accounts receivable based on a combination of factors, including whether sales were made pursuant to letters of credit. In cases where management is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, management records a specific allowance against amounts due, and reduces the net recognized receivable to the amount the Company believes will be collected. For all other customers, the Company maintains an allowance that considers the total receivables outstanding, historical collection rates and economic trends. Accounts are written off when all efforts to collect have been exhausted.

Stock Based Compensation
 
When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”).  Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.
 
The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.”  Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.
 
The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model.  The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest.  ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant.  The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period.  In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns.  The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.
 
Property, Plant and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized. As property and equipment are sold or retired, the applicable cost and accumulated depreciation are removed from the accounts and any resulting gain or loss thereon is recognized as operating expenses.

Depreciation is calculated using the straight-line method over the estimated useful lives or, in the case of leasehold improvements, the term of the related lease, including renewal periods, if shorter. Estimated useful lives are as follows:


 
F-8

 


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Buildings  
40 years
Equipment 
5-15 years
                                                                                                                                                                                                   
The Company reviews property, plant and equipment and all amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability is based on  estimated undiscounted  cash flows. Measurement of  the impairment loss, if any, is based on the difference between the carrying value and fair value.
 
Impairment of Long-Lived Assets and Amortizable Intangible Assets

The Company follows ASC 360-10, “Property, Plant, and Equipment,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. During the year ended December 31, 2014 the company recognized an impairment charge of $6,665,887 of its oil service industry intangible assets.

Intangible Assets - Goodwill

The excess of the purchase price over net tangible and identifiable intangible assets of business acquired is carried as Goodwill on the balance sheet. Goodwill is not amortized, but instead is assessed for impairment at least annually and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Measurement of the impairment loss, if any, is based on the difference between the carrying value and fair value of reporting unit. The goodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess. There were no material impairments to the carrying value of long-lived assets and intangible assets subject to amortization during the years ended December 31, 2014, and 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 for making operating decisions and assessing performance. The Company determined it has two operating segments as of December 31, 2014 and one segment as of December 31, 2013.
 
Acquisitions

The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balances as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred.


 
F-9

 
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value Measurements
 
For certain financial instruments, including accounts receivable, accounts payable,  interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.

On January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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

In February 2007, the FASB issued ASC 825-10 “Financial Instruments.” ASC 825-10 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. ASC 825-10 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company adopted ASC 825-10 on January 1, 2008. The Company chose not to elect the option to measure the fair value of eligible financial assets and liabilities.

Income Taxes

Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit 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.


 
F-10

 


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.

Borrowings

Borrowings are recognized initially at cost which is the fair value of the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortized cost  using  the effective yield method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognized as interest expense over the period of the borrowings.

Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain.

The Company recognizes the estimated liability to repair or replace products sold still under warranty at the balance sheet date. This provision is calculated based on past history of the level of repairs and replacements.

Legal Matters

The Company is not currently involved in any litigation and no reserves for litigation costs have been made at this time.

Special Purpose Entities

The Company does not have any off-balance sheet financing activities.
 
Net Income per Share

The Company computes net income (loss) per share in accordance with ASC 260-10, “Earnings Per Share.” The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis. The Company has currently authorized a Series C Preferred stock which is convertible at a rate of one share of preferred stock into one percent of the fully diluted common stock outstanding at the close of 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 the Company at December 31, 2014 was 500,000,000  shares with a par value per share of $0.001. Authorized shares that have been issued and fully paid amounted to 1,508,367 as of December 31, 2014 and 1,113,986 as of December 31, 2013. Our common authorized shares were increased on July 23, 2014 from 250,000,000 to 500,000,000. We also effectuated a 1 for 150 reverse stock split of our common stock on July 23, 2014. All our financial information in these statements have been adjusted to reflect that split.


 
F-11

 


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Preferred Stock

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

In March of 2014 the Company issued 900 shares of Series A Preferred Stock. Series A Preferred Stock shall have the right to convert any or all of the series of Series A Preferred Stock into Common Stock . Each share of Series A Preferred Stock shall be  convertible at the option of the holder at any time, after the date of issuance of such shares. Each Series A Preferred Share converts into one hundred thousand (100,000) shares of Common Stock.
 
On May 21, 2014, the 900 shares of Series A Preferred Stock were exchanged for 900 Shares of Series C Preferred Stock.  Series C Stock     shall have the right to convert any or all of the series of Series A Preferred Stock into Common Stock. Each share of Series C Preferred Stock shall be  convertible at the option of the holder at any time, after the date of issuance of such shares. Each Series C Preferred Share converts into one hundred thousand (100,000) shares of Common Stock. Prior to January 1, 2016,  in no event shall the number of Series C Preferred Stock or the number of  shares of Common Stock into which the Series C Preferred Stock is convertible be subject to any adjustment resulting from a reverse split of the Common Stock. On all matters the holders of Series C Preferred Stock and the holders of Common Stock shall vote together and not as separate classes. Each holder of Series C Preferred Stock shall be entitled to one (1) vote for each share of series C Preferred Stock held.

In March of 2014 the Company issued 300,000 shares of Series B Preferred stock. The holders of Series B Preferred Stock shall be entitled to when and if declared by the Board of Directors out of the funds of the Company, 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  the Series C Preferred Stock. On all matters the holders of Series B Preferred Stock and the holders of Common Stock shall vote together and not as separate classes and the Series B Preferred Stock shall be counted as one vote per each share.

Reclassifications

Certain reclassifications have been made to prior year balances to conform to the current year presentation.

Comprehensive  Income

Comprehensive income represents net income plus the change in equity of a business enterprise resulting from transactions and circumstances from  non-owner  sources.  The Company’s comprehensive income equal net income for the years ended December 31, 2014, and 2013.
 
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
 
No. 2013-01, January 2013, Balance Sheet(Topic 210): The amendments in this Update affect entities that have derivatives accounted for in accordance with Topic 815, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. Entities with other types of financial assets and financial liabilities subject to a master netting arrangement or similar agreement also are affected because these amendments make them no longer subject to the disclosure requirements in Update 2011-11.


 
F-12

 


NOTE 4 - GOING CONCERN

As reported in  the  consolidated financial statements, the Company has an accumulated deficit $21,389,496  as of December 31, 2014 and has cash flow constraints with a current revenue stream. These trends have been consistent for the past few years, respectively.

These  factors  create  uncertainty  about  the  Company's  ability  to continue as a going concern. The ability of the Company to continue  as a  going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable  to  obtain  adequate  capital  it  could  be  forced  to  cease operations.

In  order to continue as a going concern, develop and generate revenues and achieve  a  profitable  level of operations, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the  Company  include  raising additional capital through sales of common stock,  and  entering into acquisition agreements  with profitable  entities  with   significant   operations.   In   addition, management  is  continually  seeking  to streamline its operations  and expand  the business through a variety of  industries,  including  real estate and financial management. However, management cannot provide any assurances  that the Company will be successful in accomplishing any of its plans.

The ability of  the Company to continue as a going concern is dependent upon its ability  to successfully accomplish the plans described in the preceding paragraph  and  eventually  secure other sources of financing and   attain  profitable  operations.  The accompanying   consolidated financial  statements  do  not  include  any  adjustments that might be necessary if the Company is unable to continue as a going concern.
 
NOTE 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 years ended December 31:
 
   
12/31/2014
   
12/31/2013
 
             
Net Income (Loss)
  $ (7,360,235 )   $ 158,394  
                 
Weighted-average common shares outstanding  basic:
               
                 
Weighted-average common stock - Basic
    1,135,896       1,113,986  
Equivalents
               
  Stock options
    -       -  
  Convertible note Series B
    1,800,000       -  
  Convertible note Series C
    90,000,000       -  
                 
Weighted-average common stock - Diluted
    92,935,896       1,113,986  

 

 
F-13

 


NOTE 6 - PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

Property, plant and equipment consist of the following:
           
             
Equipment
 
$
247,750
   
$
0
 
Computers and software
   
7,400
     
3500
 
Other equipment
   
400
     
400
 
Total property, plant and equipment
   
255,550
     
3900
 
Less:
               
Accumulated depreciation
   
3,900
     
3900
 
Current depreciation expense
   
20,600
     
0
 
Total accumulated depreciation
   
24,500
     
3900
 
                 
Net property, plant and equipment
 
$
231,050
   
$
0
 
                 
Intangible assets sonsist of:
               
                 
Goodwill
 
$
8,007,031
   
$
0
 
Less:
               
Impairment
   
6,665,887
     
0
 
                 
Net intangible assets
 
$
1,341,144
   
$
0
 
 
NOTE 7 - RELATED PARTY TRANSACTIONS

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

The Company agreed to set up short term notes payable to the board for unpaid fees during 2013 and the first quarter of 2014. A short term note was issued to Donna Steward for $3,750 and Charles Snipes for $1,500 , Robert Anderson for $750, with a stated 8% interest rate. In addition the Company agreed to set a short term note payable to President Mike King for his 2013 and first quarter 2014 salary of $11,250 under the same terms. These liabilities were exchanged for stock during the third quarter of 2014.

Our  subsidiary, Texas Gulf Exploration & Production  Inc., has entered into a five year  agreement  whereby we  have the right of first refusal to provide all wellhead services for all of Texas Gulf Oil & Gas, Inc. oil and or gas wells at cost plus 10% for such services. However, the value for such contract, as reported herein is only a potential future value and differ significantly as it is dependent on upon the future price of oil and the Company's ability to raise capital for the cost of providing services under the contract.

The Company paid off additional related party accrued liabilities through the issuance of 120,000 shares of our common stock valued at $39,000.
 
 
 
F-14

 


NOTE 7 - RELATED PARTY TRANSACTIONS (CONTINUED)

Texas Gulf Oil & Gas, Inc. has a 60-day right of first refusal to invest funds in any new oil or gas leases that Texas Gulf Exploration & Production  Inc. locates and signs leases for.
 
During the course of 2014 a related party has advanced $80,894 to Texas Gulf Exploration & Production  Inc. in the form of working capital advances. These loans are due on demand and carry no interest rate.

NOTE 8 – NOTES PAYABLE

Notes payable consist of the following for the periods ended;
 
12/31/2014
   
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.
           
  $ 0     $ 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.
               
    0       3000  
`
               
Promissory note from a related party issued as working capital advances during 2014 with an interest rate stated at 0%. This note is due on demand.
               
    80,894       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.
               
    0       750  
                 
Note dated June 22, 2014 with an interest rate stated at 4%. This note is convertible into 270,000 shares of common stock.
               
    135,000       0  
 
               
Total Notes Payable
    215,894       12,750  
                 
Less Current Portion
    215,894       12,750  
                 
Long Term Notes Payable
  $ 0     $ 0  
                 
All are classified as short term by the Company. Accrued interest on these notes totaled.
  $ 0     $ 16,488  

NOTE 9 - COMMITMENTS AND CONTINGENCIES

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

On January 6, 2015, the Company entered into a Joint Venture Agreement with Wagley Offshore-Onshore, Inc. (the “JV Agreement” and “Wagley”, respectively). The purpose of the JV Agreement is to pursue a distressed energy asset acquisition program to take advantage of the reduction in value of these assets due to the historically low price of crude oil. The Joint Venture, to be known as Wagley-EnergyTEK J.V. LLC, a Texas limited liability company (the“LLC”), will utilize the extensive relationships of Wagley to acquire energy related ssets such as equipment,leases and production in exchange for a combination of cash and/or equity securities of theCompany. As a term and condition of the JV Agreement, the Company is issuing Twenty Million (20,000,000) restricted shares of its common stock to the Joint Venture as its capital contribution tothe Joint Venture.

 
 
F-15

 

NOTE 11 - ACQUISITIONS

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

NOTE 12 - NOTES RECEIVABLE
 
On February 13, 2014, the Company sold its working subsidiary Pipeline Nutrition, U.S.A. Inc. to a related party and extended the collection of a note receivable from December 31, 2013 until December 31, 2014 in exchange for increasing its current note to $135,000. For accounting purposes, the effective date of the transaction was retroactively made to December 31, 2013. In addition to extending the due date of the note the Company will receive an additional $165,000 in a long term note equaling $300,000 in total. $5,000 was received in February 2014, $130,000 is due in December 2014 and the balance of $160,000 is due at March 1, 2015. This note has an 8% stated interest rate payable upon maturity of the note. After notification from Pipeline Nutrition, U.S.A. that they were ceasing operations we have impaired this note for the full receivable of $295,000 for the year ended December 31, 2014.
  
 
 
F-16

 
 
NOTE 13 – INCOME TAXES

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

Currently the Company has projected $13,432,453 as of December 31, 2014 in Net Loss Operating Loss carry-forwards available. The benefits of the potential tax savings will be recognized in the financial statements upon the acquisition or development of revenue source to apply against these losses. The company recognizes that the Internal Revenue Service has the final determination of the NOL available going forward and that amount may be significantly different from that recorded to date.

The  net operating loss carry forwards for federal income tax purposes will expire between 2015 and 2032.  Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at that time. We are currently using a 34% effective tax rate for our projected available net operating loss carry-forward. However, as a result of potential stock offerings and stock issuance in connection with potential acquisitions, as well as the possibility of the Company not realizing its business plan objectives and having future taxable income to offset, the Company’s use of these NOLs may be limited under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended.  The Company is in the process of evaluating the implications of Section 382 on its ability to utilize some or all of its NOLs.

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

   
12/31/2014
   
12/31/2013
 
    Deferred tax assets:
           
             
       Beginning  NOL Carryover
  $ 13,177,333     $ 14,029,261  
                 
Adjusted Taxable Income(loss)
    (7,360,235 )     851,928  
                 
    Valuation allowance
    0       0  
                 
       Ending  NOL Carryover
    20,537,568       13,177,333  
                 
    Tax Benefit Carryforward
    6,982,773       4,480,293  
                 
    Valuation allowance
    (6,982,773 )     (4,480,293 )
                 
    Net deferred tax asset
  $ 0     $ 0  
                 
Net Valuation Allowance
  $ (6,982,773 )   $ (4,480,293 )
 
 
 
F-17

 
 
 
NOTE 13 – INCOME TAXES (CONTINUED)

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 $6,882,473 at December 31, 2014 and $4,480,293 at December 31, 2013.

NOTE 14 - SEGMENT INFORMATION

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

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

The table below illustrates the Company’s results by reporting segment for the years ended December 31, 2014 and 2013:
 
Segment Information
           
             
 
12/31/2014
 
12/31/2013
 
Revenue
           
             
Oil service operations
  $ 39,720     $ 0  
Litigation
    2,374       0  
                 
Total Revenue
  $ 42,094     $ 0  
                 
 
12/31/2014
 
12/31/2013
 
Cost of Sales
               
                 
Oil service operations
  $ 20,084     $ 0  
Litigation
    0       0  
 
               
Total Cost of Sales
  $ 20,084     $ 0  
                 
Operating Expenses
               
                 
Oil service operations
  $ 310,977     $ 0  
Litigation
    36,399       0  
 
               
Total Operating Cost
  $ 347,376     $ 0  
                 
 
12/31/2014
 
12/31/2013
 
Net Operating Income(Loss)
               
                 
Oil service operations
  $ (273,341 )   $ 0  
Litigation
    (34,025 )     0  
 
               
Total Net Operating Income(Loss)
  $ (307,366 )   $ 0  
                 

 
F-18