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EX-21 - EXHIBIT 21 - TimefireVR Inc.ex21.htm
EX-32.1 - EXHIBIT 32.1 - TimefireVR Inc.ex321.htm
EX-32.2 - EXHIBIT 32.2 - TimefireVR Inc.ex322.htm
EX-31.1 - EXHIBIT 31.1 - TimefireVR Inc.ex311.htm
EX-31.2 - EXHIBIT 31.2 - TimefireVR Inc.ex312.htm


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

FORM 10-Q

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

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

For the transition period from _______ to _______

Commission File Number 814-00175

ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
(Exact name of Registrant as specified in its charter)
 
 
Nevada
88-0490034
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
   
201 S. Laurel
 
Luilng, Texas
78648
(Address of principal executive offices)
(Zip Code)
 
(713) 333-3630
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
 
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
 
Yes
X
 
No
   

 
1

 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  o
Accelerated filer  o
 
Non-accelerated filer    o
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
 
 
As of November 23, 2015, the registrant had 23,087,964 shares of common stock outstanding.

 
2

 

 
EnergyTek Corp.
(Formerly Broadleaf Capital Partners, Inc.)
 
PART I.
FINANCIAL INFORMATION
Page
     
4
     
  4
     
  5
     
  6
     
  8
     
23
     
26
     
26
     
PART II.
OTHER INFORMATION
 
     
27
     
27
     
28
     
28
     
28
     
29


 
3

 
 
PART I

ITEM  1.      FINANCIAL STATEMENTS

ENERGYTEK CORP.
 
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC. )
 
 
 
30-Sep-15
 
31-Dec-14
 
   
"Unaudited"
   
"Audited"
 
ASSETS
 
CURRENT ASSETS
           
    Cash
  $ 13,004     $ 923  
Accounts receivable(net)
    624       624  
     TOTAL  CURRENT ASSETS
    13,628       1,547  
Property, plant and equipment, net
    24,954       231,050  
Investment in Joint Venture
    0       0  
Intangible assets
    1,100,000       1,085,144  
Goodwill
    0       256,000  
     TOTAL ASSETS
  $ 1,138,582     $ 1,573,741  
LIABILITIES AND EQUITY
 
CURRENT LIABILITIES
               
Accounts payable and accrued expenses
  $ 33,535     $ 59,186  
Other current liabilities
    0       31,096  
Notes payable - current portion
    110,942       135,000  
Notes payable - related party
    128,116       83,294  
   TOTAL CURRENT LIABILITIES
    272,593       308,576  
TOTAL LIABILITIES
    272,593       308,576  
COMMITMENTS AND CONTINGENCIES (Note 9)
               
ENERGYTEC CORP.( "ENTK")SHAREHOLERS' EQUITY
               
Preferred  Stock 10,000,000 authorized all series: Series B $0.01 par value 300,000 shares
               
issued and outstanding at September 30, 2015 and December 31, 2014
    3,000       3,000  
Series C $0.01 par value 890 shares issued and outstanding at September 30, 2015
               
and 900 at December 31, 2014.
    9       9  
 Common Stock 500,000,000 authorized at $0.001 par value; 22,787,964 and
               
1,508,367 shares issued and outstanding September 30, 2015 and December 31, 2014.
    22,788       1,508  
 Additional paid-in capital
    24,727,584       22,695,464  
 Accumulated deficit
    (23,887,392 )     (21,389,496 )
Less Treasury stock at cost (137,335 shares at $0.33)
    0       (45,320 )
     TOTAL EQUITY
    865,989       1,265,165  
       TOTAL LIABILITIES,  AND  EQUITY
  $ 1,138,582     $ 1,573,741  
                 
“The accompanying notes are an integral part of these consolidated financial statements."
 
 

 
4

 

ENERGYTEK CORP.
 
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
 
 
                         
   
For the Three Months Ended
   
For the Nine Months Ended
 
 
30-Sep-15
   
30-Sep-14
   
30-Sep-15
   
30-Sep-14
 
 
"Unaudited"
   
"Unaudited"
   
"Unaudited"
   
"Unaudited"
 
                         
REVENUES
  $ 19,101     $ 25,540     $ 59,404     $ 40,895  
                                 
COST OF SALES
    18,447       23,185       55,075       29,443  
                                 
GROSS PROFIT
    654       2,355       4,329       11,452  
                                 
OPERATING EXPENSES
    93,477       186,297       175,247       262,217  
                                 
NET INCOME(LOSS)  FROM OPERATIONS
    (92,823 )     (183,942 )     (170,918 )     (250,765 )
                                 
OTHER INCOME (EXPENSE)
                               
Gain on derivative liability
    0       0       59,117       0  
Gain on debt extinguishment
    65,602       0       65,602       0  
Other gains(losses)
    (105,819 )     0       (85,819 )     0  
Impairment charge
    (2,261,144 )     0       (2,261,144 )     0  
   Interest expense
    (3,208 )     (3,196 )     (104,734 )     (4,355 )
   TOTAL OTHER INCOME (EXPENSE)
    (2,304,569 )     (3,196 )     (2,326,978 )     (4,355 )
                                 
INCOME (LOSS) FROM CONTINUING
                               
 OPERARION BEFORE INCOME TAXES
    (2,397,392 )     (187,138 )     (2,497,896 )     (255,120 )
                                 
Income taxes
    0       0       0       0  
                                 
NET INCOME (LOSS)
  $ (2,397,392 )   $ (187,138 )     (2,497,896 )     (255,120 )
                                 
INCOME (LOSS) PER SHARE
                               
   Basic Income (Loss) Per Share basic
    (0.11 )     (0.16 )     (0.12 )     (0.23 )
   Basic Income (Loss) Per Share diluted
    (0.10 )     (0.00 )     (0.12 )     (0.00 )
                                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                         
 BASIC
    22,787,964       1,135,896       21,605,764       1,121,289  
 DILUTED
    22,837,964       92,935,896       21,655,764       93,921,289  
                                 
“The accompanying notes are an integral part of these consolidated financial statements."
 

 
5


 
ENERGYTEK CORP.
 
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC. )
 
 
   
For the Nine Months Ended
 
   
30-Sep-15
   
30-Sep-14
 
   
"Unaudited"
   
"Unaudited"
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income (loss) from continuing operations
  $ (2,497,896 )   $ (255,120 )
Adjustments to reconcile net loss to net cash
               
used by operating activities:
               
Depreciation
    12,220       15,450  
Compensation issued in stock
    0       67,576  
Impairment expense
    2,261,144       0  
Loss on asset disposal
    69,914       0  
Gain on derivative liability
    59,117       0  
Accretion debt discount
    40,507       0  
                 
Increase (decrease) in accounts receivable
            (23,621 )
Increase (decrease) in accounts payable /accrued expenses
    (56,747 )     194,024  
 NET CASH USED IN OPERATING ACTIVITIES
    (111,741 )     (1,691 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchase of equipment
    0       (206,330 )
 NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES
    0       (206,330 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Issuance of note receivable
    0       5,000  
Issuance of notes payable
    79,000       135,000  
Additional funding by related party notes
    44,822       68,144  
 NET CASH PROVIDED BY FINANCING ACTIVITIES
    123,822       208,144  
                 
NET DECREASE IN CASH
    12,081       123  
                 
CASH, BEGINNING OF PERIOD
    923       7,045  
                 
CASH, END OF PERIOD
  $ 13,004     $ 7,168  
                 
"The accompanying notes are an integral part of these consolidated financial statements."
 
 

 
6


 
ENERGYTEK CORP.
 
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC. )
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 
   
   
For the Nine Months Ended
 
   
30-Sep-15
   
30-Sep-14
 
   
"Unaudited"
   
"Unaudited"
 
             
SUPPLEMENTAL DISCLOSURE OF CASH
           
 FLOW INFORMATION
           
             
Interest paid
  $ 0     $ 0  
Income taxes paid
  $ 0     $ 0  
                 
SUPPLEMENTAL DISCLOSURE OF
               
 NON-CASH ACTIVITIES
               
                 
Preferred stock series A & B stock issued
               
 in purchase of acquisition assets
  $ 0     $ 8,023,377  
Common stock issued for investment
  $ 2,200,000     $ 0  
Common stock exchanged for debt
  $ 33,400     $ 62,570  
Common stock issued for services
  $ 0     $ 67,576  
Treasury stock issued for debt
  $ 0     $ 45,320  
                 
"The accompanying notes are an integral part of these consolidated financial statements."
 
 
7


(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014


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.  In January 2015 we entered into a Joint Venture with Wagley Offshore-Onshore, Inc. to acquire distressed energy assets.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) 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.
 
 
8

 
ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014


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:
 
 
9


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014



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.

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. During the year ended December 31, 2014 the company recognized an impairment charge of $6,665,887 of its oil service industry intangible assets.

Business segments

ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the Company for making operating decisions and assessing performance. The Company determined it has two operating segments as of September 30, 2015 and 2014.
 
Acquisitions

The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, 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.
 

 
10

 
ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014

 
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.
 

 
11

 
ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014



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 March 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 22,787,964 as of June 30, 2015 and 1,508,367 as of December 31, 2014. Our common authorized shares were increased on July 23, 2014 from 250,000,000 to 500,000,000. We also effectuated a 1 for 150 reverse stock split of our common stock on July 23, 2014. All our financial information in these statements have been adjusted to reflect that split.
 

 
12

 
ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014



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.  On January 9, 2015 10 Series C shares were exchanged for 1,000,000 shares of our Common Stock.

In March of 2014 the Company issued 300,000 shares of Series B Preferred stock. 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 quarters ended September 30, 2015, and 2014.
  
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.

 
13

 
ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014

 
NOTE 4 - GOING CONCERN

As reported in the consolidated financial statements, the Company has an accumulated deficit   and has had cash flow constraints with its current revenue stream. These trends have been consistent for the past few periods, respectively.

These factors create uncertainty about the Company's ability to continue as a going concern. The 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 nine months ended September 30:
   
   
9/30/2015
   
9/30/2014
 
             
Net Income (Loss)
  $ (2,497,896 )   $ (255,120 )
                 
                 
Weighted-average common stock - Basic
    21,605,764       1,121,289  
Equivalents
               
  Stock options
    0       -  
  Warrants
    -       -  
  Convertible notes, Preferred stock
    50,000       92,800,000  
                 
Weighted-average common stock - Diluted
    21,655,764       93,921,289  
 

 
14


 
ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014

 

NOTE 6 - PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
 
For the Periods Ended:
 
9/30/2015
   
12/31/2014
 
             
Property, plant and equipment consist of the following:
           
             
Equipment
  $ 247,750     $ 247,750  
Computers and software
    7,400       7,400  
Other equipment
    400       400  
Less: disposal
    (228,676 )     0  
Total property, plant and equipment
    26,874       255,550  
Less:
               
     Accumulated depreciation
    24,500       14,200  
     Current depreciation expense
    12,220       10,300  
Less: disposal
    (34,800 )     0  
Total accumulated depreciation
    1,920       24,500  
                 
     Net property, plant and equipment
  $ 24,954     $ 231,050  
                 
Intangible assets consist of:
               
                 
Goodwill
  $ 256,000     $ 256,000  
Intangible assets
    7,751,031       7,751,031  
Less:
               
Impairment
    7,907,031       6,665,887  
                 
Net intangible assets
  $ 100,000     $ 1,341,144  
                 
Depreciation expense was $12,220 at September 30, 2015 and $15,450 at September 30, 2014.
 

NOTE 7 - RELATED PARTY TRANSACTIONS

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

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

Our subsidiary, Texas Gulf Exploration & Production, Inc., has entered into a five year agreement whereby we have the right of first refusal to provide all wellhead services for all of Texas Gulf Oil & Gas, Inc. oil and or gas wells at cost plus 10% for such services. However, the value for such contract, as reported herein is only a potential future value and differ significantly as it is dependent on upon the future price of oil and the Company's ability to raise capital for the cost of providing services under the contract. Texas Gulf Oil & Gas, Inc. has a 60-day right of first refusal to invest funds in any new oil or gas leases that Texas Gulf Exploration & Production, Inc. locates and signs leases for.
 

 
15


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014

NOTE 7 - RELATED PARTY TRANSACTIONS (CONTINUED)
 
During the course of 2014 a related party has advanced $80,894 to Texas Gulf Exploration & Production, Inc. in the form of working capital advances. These loans are due on demand and carry no interest rate. This was increased to $128,116 during the first quarter of 2015.

The Company paid off additional related party accrued liabilities through the issuance of 120,000 shares of our common stock valued at $33,400.
 
NOTE 8 – NOTES PAYABLE
 
Notes payable consist of the following for the periods ended;
 
9/30/2015
   
12/31/2014
 
             
Conventional convertible note issued as working capital advances during 2014 with an interest rate stated at 5%. This note is due September 30, 2015 and can be converted at $0.30 per share.
    7,500       0  
                 
Conventional convertible note issued as working capital advances during 2014 with an interest rate stated at 5%. This note is due September 30, 2015 and can be converted at $0.30 per share.
    7,500       0  
                 
Promissory note from a related party issued as working capital advances during 2014 with an interest rate stated at 0%. This note is due on demand.
    87,669       83,294  
                 
Funds advanced from a related party issued for working capital during 2015 with an interest rate stated at 0%. This note is due on demand.
    40,447       0  
                 
Promissory note from a related party issued as working capital advances during 2014 with an interest rate stated at 0%. This note is due on demand.
    95,942       0  
                 
Note dated June 22, 2014 with an interest rate stated at 4%. This note is convertible into 270,000 shares of common stock.
    0       135,000  
 
               
Total Notes Payable
    239,058       218,294  
                 
Less Current Portion
    239,058       218,894  
                 
Long Term Notes Payable
  $ 0     $ 0  
                 
All are classified as short term by the Company. Accrued interest on these notes totaled.
  $ 0     $ 0  
 

 
16

 
ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014
 
NOTE 9 - COMMITMENTS AND CONTINGENCIES

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

There were no reportable subsequent events.

NOTE 11 - ACQUISITIONS

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

 
17


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014


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

NOTE 13 – INCOME TAXES

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

Currently the Company has projected $23,035,464 as of September 30, 2015 in Net Loss Operating Loss carry-forwards available. The benefits of the potential tax savings will be recognized in the financial statements upon the acquisition or development of revenue source to apply against these losses. The company recognizes that the Internal Revenue Service has the final determination of the NOL available going forward and that amount may be significantly different from that recorded to date.

The net operating loss carry forwards for federal income tax purposes will expire between 2015 and 2032.  Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at that time. We are currently using a 35% effective tax rate for our projected available net operating loss carry-forward. However, as a result of potential stock offerings and stock issuance in connection with potential acquisitions, as well as the possibility of the Company not realizing its business plan objectives and having future taxable income to offset, the Company’s use of these NOLs may be limited under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended.  The Company is in the process of evaluating the implications of Section 382 on its ability to utilize some or all of its NOLs.

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

 
18


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014


 NOTE 13 – INCOME TAXES (CONTINUED)

   
9/30/2015
   
12/31/2014
 
    Deferred tax assets:
           
             
       Beginning  NOL Carryover
  $ 20,537,568     $ 13,177,333  
                 
Adjusted Taxable Income(loss)
    (2,497,896 )     (7,360,235 )
                 
    Valuation allowance
    0       0  
                 
       Ending  NOL Carryover
    23,035,464       20,537,568  
                 
    Tax Benefit Carryforward
    7,832,058       6,982,773  
                 
    Valuation allowance
    (7,832,058 )     (6,982,773 )
                 
    Net deferred tax asset
  $ 0     $ 0  
                 
Net Valuation Allowance
  $ (7,832,058 )   $ (6,982,773 )
  
In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet and has established a valuation allowance in the amount of $7,832,058 at September 30, 2015 and $6,982,773 at December 31, 2014.

NOTE 14 - SEGMENT INFORMATION

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

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

The table below illustrates the Company’s results by reporting segment for the nine months ended September 30, 2015 and 2014:
 

 
19


 
ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014

 
NOTE 14 - SEGMENT INFORMATION (CONTINUED)

 
Segment Information
       
         
 
9/30/2015
 
9/30/2014
 
Revenue
       
         
Oil service operations
$ 59,404   $ 40,895  
Litigation
  0     1,175  
             
Total Revenue
$ 59,404   $ 42,070  
             
 
9/30/2015
 
9/30/2014
 
Cost of Sales
           
             
Oil service operations
$ 55,075   $ 29,443  
Litigation
  0     0  
 
           
Total Product Cost
$ 55,075   $ 29,443  
             
 
9/30/2015
 
9/30/2014
 
Operating Cost
           
             
Oil service operations
$ 55,518   $ 61,744  
Litigation
  48     31,389  
 
           
Total Operating Cost
$ 55,566   $ 93,133  
             
 
9/30/2015
 
9/30/2014
 
Net Operating Income(Loss)
           
             
Oil service operations
$ (73,314 ) $ (50,292 )
Litigation
  (48 )   (30,214 )
 
           
Total Net Operating Income(Loss)
$ (73,362 ) $ (80,506 )


 
20

 
ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014



NOTE 15 - INVESTMENTS

On January 6, 2015, the Company entered into a Joint Venture Agreement with Wagley Offshore-Onshore, Inc. (the “JV Agreement” and “Wagley”, respectively). The purpose of the JV Agreement is to pursue a distressed energy asset acquisition program to take advantage of the reduction in value of these assets due to the historically low price of crude oil. The Joint Venture, to be known as Wagley-EnergyTEK J.V. LLC, a Texas limited liability company (the “LLC”), will utilize the extensive relationships of Wagley to acquire energy related assets such as equipment leases and production in exchange for a combination of cash and/or equity securities of the Company. As a term and condition of the JV Agreement, the Company issued Twenty Million (20,000,000) restricted shares of its common stock to the Joint Venture as its capital contribution to the Joint Venture. The Company is valuing this investment at the fair market value of the stock issued on the date of the transaction. This investment was reduced to $1,000,000 by a $1,020,000 impairment charge due to industry economic conditions.

NOTE 16 – DERIVATIVE LIABILITY

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

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

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

As of January 14, 2015 and September 30, 2015, the estimated fair value of derivative liability was determined to be $125,019 and $0, respectively. On July 14, 2014, the derivative liability was recognized with a debt discount of $64,000. During the nine months ended September 30, 2015, amortization of $40,507 was recorded against the discount. The change in the fair value of derivative liabilities for the nine months ended September 30, 2015 was $0 resulting in an aggregate gain on derivative liabilities of $59,117.

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

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets:
 
     
Fair Value Measurement Using
   
Carrying Value
Level 1
Level 2
 
Level 3
Total
Derivative liabilities on conversion feature
   
-
     
-
     
-
     
-
     
-
Total derivative liabilities
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-

 

 
21


ENERGYTEK CORP.
(FORMERLY BROADLEAF CAPITAL PARTNERS, INC.)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015 AND 2014

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

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2015:

 
Derivative Liability
Fair value, January 1, 2015 
 
$
-
 
Additions
   
125,019
 
Change in fair value
   
(59,117)
 
Transfers in and/or out of Level 3
   
(65,902)
 
Fair value, September 30, 2015 
 
$
-
 
 

 
22



OVERVIEW
 
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 twelve 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.

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

The following is a discussion of certain factors affecting Registrant's results of operations, liquidity and capital resources. You should read the following discussion and analysis in conjunction with the Registrant's consolidated financial statements and related notes that are included herein under Item 7 below.  

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

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

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

Results of Operations

The Company intends to operate its business primarily through its parent company, as described above, as well as entities that may be formed or acquired in the future.
 
Results of Operations 2015-2014
 
Analysis of the three months ended September 30, 2015 and 2014.

Revenues

           For the three months ended September 30, 2015 we had $19,101 in revenue and $25,540 in revenue for the quarter ending September 30, 2014 a decrease of $6,439. This is a result of severe price depression in the price of oil.

Cost of Sales

For the three months ended September 30, 2015 we had $18,447 in cost of revenue and $23,185 in cost of revenue for the quarter ending September 30, 2014 a decrease of $4,738. This is a result of all of our cost of revenue being recorded in our oil services segment in 2015.

Operating Expenses

          Operating expense increased to $93,477 for the three months ended September 30, 2015 from $186,297 for the three months ended September 30, 2014, a decrease of $92,820. Most of this decrease is reflected in the operations of our oil services subsidiary which was substantially cut back due to economic conditions.
 
 Other income and expenses

            Other items increased to a net expense of $2,304,569 for the three months ended September 30, 2015 from net other expense  of $3,196 for the three months ended September 30, 2014, resulting in a total net other item increase of $2,301,373. The major component here was impairment charges of $2,261,144 to our investments due to the price of oil and its projected pricing over the coming 24 months.

 
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Net income (loss)

           Net Income (loss) increased to a loss of $2,397,392 for the three months ended September 30, 2015 from a net loss of $187,138 for the three months ended September 30, 2014, an increase of $2,210,254. The three month increase was mostly related to subsidiary operating expenses noted above.

Analysis of the nine months ended September 30, 2015 and 2014.

Revenues

           For the nine months ended September 30, 2015 we had $59,404 in revenue and $40,895 in revenue for the nine months ending September 30, 2014 an increase of $18,509. This is a result of severe price depression in the price of oil that has continued over the entire nine month period.

Cost of Sales

For the nine months ended September 30, 2015 we had $55,075 in cost of revenue and $29,443 in cost of revenue for the nine months ending September 30, 2014 an increase of $25,632. This is a result of all of our cost of revenue being recorded in our oil services segment in 2015.

Operating Expenses

          Operating expense increased to $175,247 for the nine months ended September 30, 2015 from $262,217 for the nine months ended September 30, 2014, a decrease of $86,970. This reflects a decrease in all our companies operating overhead as we offset decreasing revenue and oil prices.

Other income and expenses

            Other items increased to a net expense of $2,326,978 for the nine months ended September 30, 2015 from net other expense  of $4,355 for the nine months ended September 30, 2014, resulting in a total net other item increase of $2,322,623. The major component here was impairment charges of $2,261,144 to our investments due to the price of oil and its projected pricing over the coming 24 months. All of these charges were incurred in the last operating quarter.

Net income (loss)

           Net Income (loss) increased to a loss of $2,497,896 for the nine months ended September 30, 2015 from a net loss of $255,120 for the nine months ended September 30, 2014, an increase of $2,242,776. The nine months increase was mostly related to subsidiary operating expenses noted above.
 
Liquidity and Capital Resources

On September 30, 2015 we had cash and cash equivalents totaling $13,004. At this time, those balances were not sufficient to fund our operations for extended periods into the future.
  
The Company has acquired substantial assets in addition to forming two new subsidiaries that are expected to generate sufficient liquidity for the coming twelve months.  We continually seek additional opportunities through potential acquisitions or investments. Our working capital and additional funding requirements will depend upon numerous factors to be determined on a case by case basis as these opportunities arise.
 
Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in Note 2 to our consolidated financial statements. In preparing our financial statements in accordance with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that, among other things, affect the reported amounts of assets and liabilities and reported amounts of revenues and expenses. These estimates are most significant in connection with our critical accounting policies, namely those of our accounting policies that are most important to the portrayal of our financial condition and results and require management’s most difficult, subjective or complex judgments. These judgments often result from the need to make estimates about the effects of matters that are inherently uncertain. Actual results may differ from those estimates under different assumptions or conditions. We believe that the following represents our critical accounting policies:


 
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●  
Going concern. Our recurring losses from operations and negative cash flows from operations raise substantial doubt about our ability to continue as a going concern and as a result, our independent registered public accounting firm included an explanatory paragraph in their report on our consolidated financial statements for the year ended December 31, 2014 with respect to this uncertainty. We have prepared our financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should we be unable to continue in existence.
 
 

Our carrying values of cash, marketable securities, accounts payable, accrued expenses and debt are a reasonable approximation of their fair value. The estimated fair values of financial instruments have been determined by us using available market information and appropriate valuation methodologies. We have not entered into and do not expect to enter into, financial instruments for trading or hedging purposes. We do not currently anticipate entering into interest rate swaps and/or similar instruments. 
 
Our primary market risk exposure with regard to financial instruments is to changes in interest rates, which would impact interest income earned on such instruments. We have no material currency exchange or interest rate risk exposure as of September 30, 2015. Therefore, there will be no ongoing exposure to a potential material adverse effect on our business, financial condition or results of operation for sensitivity to changes in interest rates or to changes in currency exchange rates.
 
 
Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of September 30, 2015 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that, as of September 30, 2015, our internal control over financial reporting is not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework. This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management's report in this quarterly report.
 

 
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Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
 1)
Because of the Company's small number of people and its inherent limitations, internal control over financial reporting still may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
  
 2)
The Company does not have an audit committee or an independent audit committee financial expert.  While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company’s financial statements.
 
A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting  A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.  Management has determined that a material weakness exists due to the items stated above, resulting from the Company’s limited resources and personnel.

 

The Company currently has no open or pending legal proceedings. In addition management is unaware of any pending situations that could eventually lead to legal proceedings. All prior legal proceedings have been settled and the Company currently still has small liabilities outstanding with the total amounts due recorded as liabilities in the included financial statements.
 
 
We are a "smaller reporting Company" as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the "Exchange Act") and are not required to provide information under this item.
 

 
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None.

 
None.
 
 
None.
 

None.
 

      (a)   Exhibits

Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits and are incorporated herein by this reference.

      (b)   Reports on Form 8-K.
 
 
·
On November 4, 2015, the Company filed a Current Report on Form 8-K, dated November 1, 2015, to disclose, pursuant to Item 5.02, a Change in Directors or Certain Officers.
 
 
EXHIBIT
NO.
DESCRIPTION
   
   
3(i) 
*Articles of Incorporation as amended
   
3(vi)
*Bylaws
   
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Subsidiaries
   
 
CERTIFICATIONS
   
31.1
Rule 13a-14(a) Sarbanes-Oxley Sec. 302 certifications of Principal Executive Officer
   
31.2
 Rule 13a-14(a) Sarbanes-Oxley Sec. 302 certifications of Chief Financial Officer
   
32.1
Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350
   
32.2
Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

*     Incorporated herein by reference from filings previously made by the Company

 
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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, this 23rd day of November, 2015.
                                                                                                                                                     
EnergyTek Corp.
   
(Formerly Broadleaf Capital Partners, Inc.)
   
     
 Signature
 
Title
     
/s/  Jonathan R. Read
 
President
Jonathan R. Read
   
     
/s/ Craig Crawford 
 
Chief Financial Officer
 Craig Crawford
   
 


 
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