SEC Filing Summary: Broadleaf Capital Partners, Inc.
Business Context and Reporting Period
This Form 10-Q covers the quarterly periods ended March 31, June 30, and September 30, 2008. Broadleaf Capital Partners, Inc. is a Nevada corporation and a publicly traded diversified investment holding company. The Company's primary active asset is a 1% limited partnership interest in Canyon Shadows, L.P., a real estate investment. Most other subsidiaries are inactive or have discontinued operations. The filing was signed on September 19, 2011, indicating a significant delay in reporting.
Key Financial Metrics (as of September 30, 2008)
- Revenue: $5,697 for the nine months ended September 30, 2008 (derived from investment distributions).
- Net Loss: $28,664 for the nine months ended September 30, 2008.
- Cash and Cash Equivalents: $1,259.
- Total Assets: $123,044 (primarily $121,785 in investments in limited partnerships).
- Total Liabilities: $1,416,417.
- Stockholders' Deficit: $(1,293,373).
- Debt: Total notes payable of $1,047,954, all classified as current. Accrued interest totaled $118,473.
- Liquidity: Current liabilities exceeded current assets by $1,293,373.
Material Changes vs. Prior Period
- Operating Loss: Net loss for the nine months ended September 30, 2008, increased to $28,664 from $21,861 in the same period in 2007. This increase was driven by a rise in General and Administrative (G&A) expenses to $14,969 from $8,169, attributed to administrative wage costs for strategic planning and write-offs.
- Revenue: Remained virtually flat, decreasing by $3 compared to the prior year period.
- Debt Status: The Company remained in default on two notes payable during the period, though no legal action was taken by creditors. Accrued interest continued to accumulate.
- Fixed Assets: Net fixed assets remained at $0, as most assets were retired in 2005.
Outlook, Risks, and Contingencies
- Going Concern: The filing explicitly states that recurring losses and negative cash flows raise substantial doubt about the Company's ability to continue as a going concern. Continued operations depend on obtaining adequate capital to fund losses.
- Management Plans: Management plans to raise capital through common stock sales, converting promissory notes to stock, or entering acquisition agreements with profitable entities.
- Internal Controls: Management concluded that disclosure controls and internal controls over financial reporting were ineffective due to limited resources, lack of segregation of duties, and absence of an audit committee.
- Legal Proceedings: There are no open legal proceedings, but the Company has outstanding liabilities from prior judgments totaling approximately $39,372.
- Investment Valuation: The sole investment (Canyon Shadows) is valued at cost less distributions, as determined by the Board of Directors, due to the lack of a ready market.
Investor Verification Checklist
- Verify the current status of the $1,047,954 in defaulted notes payable and whether creditors have initiated collection proceedings since the filing date.
- Confirm the Company's ability to meet its filing obligations, given the 2011 signature date for 2008 data.
- Assess the liquidity of the Canyon Shadows investment and the reliability of the Board's valuation method.
- Review the Company's progress in securing the additional capital required to address the stockholders' deficit of over $1.2 million.
- Investigate the effectiveness of the Company's internal controls and the potential for material misstatements in future reports.