RED CAT HOLDINGS, INC.
10-Ks and 10-Qs
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(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment
No. 1)
Filed
by the Registrant [X]
Filed
by party other than the registrant [ ]
Check
the appropriate box:
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[ ]
Preliminary Proxy Statement
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[ ]
Confidential, for use of the Commission only
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(as
permitted by Rule 14a-6(e)(2)).
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[ X]
Definitive Proxy Statement
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[ ]
Definitive additional materials.
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[ ]
Soliciting material under Rule 14a-12.
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BROADLEAF
CAPITAL PARTNERS, INC.
(Name
of Registrant as Specified in Charter)
Payment
of Filing Fee (Check the appropriate box):
[X]
No fee required
[ ]
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1)
Title of each class of securities to which transaction applies: common voting
shares
(2)
Aggregate number of securities to which transaction applies:
_____________________________
(3)
Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________
(4)
Proposed maximum aggregate value of transaction:
____________________________________
(5)
Total fee paid: ___________________________________
[ ]
Fee paid previously with preliminary materials
______________________
[ ]
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid: __________________________
(2)
Form, Schedule or Registration Statement No.:
____________________________
(3)
Filing Party: ____________________________
(4)
Date Filed: March 27, 2012
Page 1
BROADLEAF
CAPITAL PARTNERS, INC.
3887
Pacific Street
Las
Vegas, NV 89121
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON MAY 4, 2012
NOTICE
IS HEREBY GIVEN that the Annual Meeting of the Shareholders of Broadleaf Capital
Partners, Inc., a Nevada corporation (the "Company"), will be held on May 4,
2012 at 10 a.m. Pacific Standard Time at 3887 Pacific Street, Las Vegas, NV
89121 (the "Annual Meeting" or the “Meeting”) for the purpose of considering and
voting upon the following matters:
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1.
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To
elect three (3) Directors to the Company's Board, each to serve a term of
one year and until their respective successors have been elected and
qualified, or until their earlier resignation or removal;
and
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2.
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To
ratify the appointment of John Scrudato CPA, as the Company’s independent
auditors for the fiscal year ending December 31, 2012;
and
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3.
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To
transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
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Any
action may be taken on any one of the foregoing proposals at the Meeting on the
date specified above or on any date or dates to which the Meeting may be
adjourned. Only shareholders of record at the close of business on March
30, 2012 (the “Record Date”) are entitled to notice of and to vote in person or
by proxy at the meeting. The Company intends to mail the notice of
the Meeting to shareholders of record as of the Record Date per the rules of the
Securities and Exchange Commission. However, our stock transfer books will
remain open subsequent to the Record Date. At least ten days prior to the
Meeting, a complete list of shareholders entitled to vote will be available for
inspection by any shareholder for any purpose germane to the meeting, during
ordinary business hours, at the office of the Corporate Secretary of the Company
at 3887 Pacific Street, Las Vegas, NV 89121.
As
a shareholder of record, you are cordially invited to attend the meeting in
person. Regardless of whether you expect to be present at the
meeting, please complete, sign and date the enclosed proxy and mail it promptly
in the enclosed envelope. Returning the enclosed proxy (“Proxy”) will
not affect your right to vote in person if you attend the
meeting.
We
intend to mail a copy of this Proxy Statement (the “Proxy Materials”) to each
shareholder of record as of the Record Date. All shareholders may also access
our filings with the Securities and Exchange Commission at www.sec.gov
via the Edgar database.
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By
Order of the Board of Directors
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March 27, 2012
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/s/ J.
Michael King
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J.
Michael King
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Interim
President and Chief Executive Officer
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Page 2
Even
though you may plan to attend the meeting in person, please execute the enclosed
proxy card and mail it promptly. A return envelope is enclosed
for your convenience. Should you attend the meeting in person, you
may revoke your proxy and vote in person.
WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO PROMPTLY COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING
ENVELOPE.
TABLE
OF CONTENTS
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Page
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NOTICE
OF ANNUAL MEETING AND TABLE OF CONTENTS
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1-3
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GENERAL
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4
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RECORD
DATE
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4
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REVOCABILITY
OF PROXIES
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4
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VOTING
AND SOLICITATION
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5
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Shareholder
of Record: Shares Registered in Your Name
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5
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Beneficial
Owner: Shares Registered in the Name of a Broker or Bank
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5
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Multiple
Shareholders Sharing the Same Address
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5
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Cost
of Proxy Solicitation
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5
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QUORUM;
ABSTENTIONS; BROKER NON-VOTES
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5
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BENEFICIAL
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
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BENEFICIAL
OWNERS
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6
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PROPOSAL
NO. 1 ELECTION OF THREE DIRECTORS
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7
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DIRECTORS
AND NOMINEES FOR DIRECTOR
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7
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Family
Relationships
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8
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Involvement
in Certain Legal Proceedings
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8
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Recent
Sales of Securities Approved by Board of Directors
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8
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Board
Leadership Structure and Risk Oversight
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9
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Vote
Required
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9
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PROPOSAL
NO. 2 TO APPROVE THE APPOINTMENT OF JOHN SCRUDATO CPA
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9
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Audit
Fees
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10
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Audit
Related Fees, Tax Fees and All Other Fees
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10
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Vote
Required
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10
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SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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10
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CODE
OF ETHICS and WHISTLE BLOWER POLICY
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11
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EXECUTIVE
OFFICERS
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12
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EXECUTIVE
OFFICER COMPENSATION
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12
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DIRECTOR
COMPENSATION
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12
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CERTAIN
RELATED PARTY TRANSACTIONS
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13
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DIRECTOR
INDEPENDENCE
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13
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MEETINGS
AND COMMITTEES OF THE BOARD OF DIRECTORS
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13
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NOMINATIONS
FOR THE BOARD OF DIRECTORS
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13
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AUDIT
COMMITTEE REPORT
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13
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INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
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13
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SHAREHOLDER
PROPOSALS
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11
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Page 3
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FINANCIAL
AND OTHER INFORMATION
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14
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OTHER
MATTERS
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14
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FORM
OF PROXY
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15
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BROADLEAF
CAPITAL PARTNERS, INC.
3887
Pacific Street
Las
Vegas, NV 89121
PROXY
STATEMENT
FOR
AN ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON MAY 4, 2012
GENERAL
This
Proxy Statement and accompanying Proxy Card are being furnished to you in
connection with the solicitation on behalf of the Board of Directors of
BROADLEAF CAPITAL PARTNERS, INC. (the "Company" and the “Board”) of proxies for
use at the Annual Meeting of Shareholders to be held on May 4, 2012 (the “Annual
Meeting” or the “Meeting”), and at any adjournment thereof, for the purposes set
forth herein and in the accompanying Notice of Annual Meeting of
Shareholders.
The
Annual Meeting will be held on May 4, 2012, at its executive headquarter offices
located at 3887 Pacific Street, Las Vegas, NV 89121 at 10 a.m., Pacific Standard
Time. The Company's telephone number is (702) 650-3000.
After
ten days, or on or about March 30, 2012, we will begin mailing a copy of this
Proxy Statement (collectively the “Proxy Materials”) to each shareholder of
record as of the Record Date. All shareholders should access our electronic
Edgar filings with the Securities and Exchange Commission at www.sec.gov
to view our 10-K’s, 10-Q’s and other relevant filings with the
SEC. These filings are incorporated herein by
reference.
RECORD
DATE
Shareholders
of record at the close of business on March 30, 2012 (the "Record Date") are
entitled to notice of and to vote at the Annual Meeting. As of the Record Date,
174,097,874 shares of the Company's common stock, $0.001 par value (the "Common
Stock") were outstanding with approximately 3,500
shareholders. For
information regarding security ownership by management and by the beneficial
owners of more than 5% of the Company's Common Stock, see "Beneficial Security
Ownership of Management and Certain Beneficial Owners"
below.
REVOCABILITY
OF PROXIES
A
shareholder may revoke any proxy at any time before its exercise by delivery of
a written revocation to the President of the Company or a duly executed proxy
bearing a later date. Attendance at the Annual Meeting will not itself be deemed
to revoke a proxy unless the shareholder gives affirmative notice at the Meeting
that the shareholder intends to revoke the proxy and vote in
person.
Page 4
VOTING
AND SOLICITATION
All
proxies will be voted in accordance with the instructions of the shareholder. If
no choice is specified, the shares will be voted: (i) FOR the election of
Directors as listed in Proposal No. 1 of this proxy statement; and (ii) FOR the
ratification of John Scrudato CPA, as the Company’s independent auditors for the
fiscal year ended December 31, 2012, as described in greater detail in proposal
two.
Each
shareholder is entitled to one vote for each share of Common Stock held by him,
her or it on all matters presented at the Annual Meeting. There are no shares of
Preferred Stock currently outstanding. Shareholders do not have the right to
cumulate their votes in the election of Directors.
Shareholder
of Record: Shares Registered in Your Name
If on the
Record Date your shares were registered in your name with the Company’s transfer
agent, then you are a shareholder of record. As such, you may vote in person at
the meeting or by proxy. Whether or not you plan to attend the meeting, you are
encouraged to submit electronically the enclosed proxy card to ensure your vote
is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank
If on the
Record Date your shares were held in an account at a brokerage firm, bank,
dealer, or other similar organization, then you are the beneficial owner of
shares held in “street name” and these proxy materials (or the notification of
the internet availability of such materials) are required to be forwarded to you
by that organization. The organization holding your account is considered the
shareholder of record for purposes of voting at the annual meeting. As a
beneficial owner, you have the right to direct your broker or other agent on how
to vote the shares in your account. You are also invited to attend the annual
meeting. However, since you are not the shareholder of record, you
may not vote
your shares in person at the meeting unless you request and obtain a valid proxy
from your broker or other agent.
Multiple
Shareholders Sharing the Same Address
The
Securities and Exchange Commission (the “SEC”)
has adopted rules that permit companies and intermediaries e.g., brokers to
satisfy delivery requirements for proxy statements and annual reports with
respect to two or more shareholders sharing the same address by delivering a
single proxy statement addressed to those shareholders. This process potentially
means extra convenience for shareholders and cost savings for companies.
Shareholders sharing a same address may either contact the Company, or contact
their broker, as applicable to request single or multiple proxy statement and
annual report delivery, as desired.
Cost
of Proxy Solicitation
The
cost of soliciting proxies will be borne by the Company. In addition, the
Company may reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may also be solicited by certain of the Company's
Directors, officers and regular employees, without additional compensation,
personally or by telephone, telegram, letter or facsimile. The Company may
engage a proxy solicitor to act on its behalf in soliciting
proxies.
QUORUM;
ABSTENTIONS; BROKER NON-VOTES
At
the Annual Meeting, the presence, in person or by proxy, of shareholders holding
a majority of the shares of Common Stock issued and outstanding on the Record
Date shall constitute a quorum for the transaction of business at the Annual
Meeting. Shares of Common Stock present in person or represented by proxy
(including shares which abstain or do not vote with respect to one or more of
the matters presented for shareholder approval) will be counted for purposes of
determining whether a quorum exists at the Annual Meeting.
Page 5
If
a quorum is present, the affirmative vote of the holders of a majority of the
votes cast by the shareholders entitled to vote at the Annual Meeting is
required to approve any proposal submitted at the Annual Meeting, other than the
election of Directors, which is required to be approved by a plurality of the
votes cast. Although the Company will include abstentions and broker
non-votes as present or represented for purposes of establishing a quorum for
the transaction of business, the Company intends to exclude abstentions and
broker non-votes from the tabulation of voting results on the election of
Directors or on any other issues requiring approval of a majority of the votes
cast.
BENEFICIAL
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL
OWNERS
The
following table sets forth the record beneficial ownership of Common Stock of
the Company as of the Record Date for the following: (i) each person or entity
who is known to the Company to beneficially own more than 5% of the outstanding
shares of the Company's Common Stock; (ii) each of the Company's Directors (and
nominees for election as Directors); (iii) the Company's Chief Executive Officer
and each of the officers ("Named Officers") named in the Summary Compensation
Table herein; and (iv) all Directors and executive officers of the Company as a
group.
The
number and percentage of shares beneficially owned is determined under Rule
13d-3 as promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by the Securities and Exchange Commission ("SEC" or
"Commission"), and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has sole or shared voting power or
dispositive power and also any shares that the individual has the right to
acquire within sixty days of the Record Date through the exercise of any stock
option or other right. Unless otherwise indicated in the footnotes, each person
has sole voting and dispositive power (or shares such power) with respect to the
shares shown as beneficially owned.
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Amount
and
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*Less than 1.0%
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Nature
of
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Beneficial
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Percent
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Title
of Class
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Name
and Address of Beneficial Owner
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Ownership
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of
Class (a)
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Common
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J.
Michael King
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15,050,000
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8.64%
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President
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Direct
and Indirect
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3887
Pacific Street
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Las
Vegas, NV 89121
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Common
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Donna
Steward
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9,425,000
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5.41%
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Secretary,
Treasurer and Director
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Direct
and Indirect
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3887
Pacific Street
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Las
Vegas, NV 89121
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Common
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Charles
Snipes
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1,800,000
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*%
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Director
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Direct
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3887
Pacific Street
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Las
Vegas, NV 89121
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Common
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Robert
McCoy
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1,750,000
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*%
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Director
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Direct
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3887
Pacific Street
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Las
Vegas, NV 89121
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Common
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ALL
EXECUTIVE OFFICERS AND
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28,025,000
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16.09%
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DIRECTORS
AS A GROUP (4 Persons)
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Page 6
Beneficial
ownership of the common stock is determined in accordance with the rules of
the SEC and includes any shares of common stock over which a person exercises
sole or shared voting or investment powers, or of which a person has a right to
acquire ownership at any time within 60 days of March 30, 2012. Except as
otherwise indicated, and subject to applicable community property laws, the
persons named in this table have sole voting and investment power with respect
to all shares of common stock held by them.
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
DIRECTORS
AND NOMINEES FOR DIRECTOR
The
Company's Board currently has three (3) members although the By-Laws allow for
more directors. The Company's management recommends the current three (3)
Directors listed below for election at the Meeting. Each of the
nominees has indicated his willingness to serve if elected, and each of the
nominees already serves as a Director for over the past five (5) years even
though the Company did not hold an annual shareholders meeting during this
period as required by the Company’s By-Laws. At the Annual Meeting, shares
represented by the accompanying Proxy will be voted for the election of the
three (3) nominees recommended by the Company's management unless the Proxy is
marked in such a manner as to withhold authority to so vote. If any nominee for
any reason is unable to serve or for good cause will not serve, the proxies may
be voted for such substitute nominee as the proxy holder may determine. The
Company is not aware of any nominee who will be unable to, or for good cause
will not, serve as a Director.
The
Company’s Nominating Committee has reviewed the qualifications of the Director
nominees and has recommended each of the nominees for election to the
Board.
The
following table and accompanying descriptions indicate the name of each
nominee/Director, and certain information regarding each nominee, including
their age, principal occupation or employment, and the year in which each
nominee first became a Director, if such person has previously served on the
Company's Board of Directors.
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Nominee
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Position
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Director
Since
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Age
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Donna
Steward
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Director,
Chairman
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Past
5 years
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69
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Charles
Snipes
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Director
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Past
5 Years
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89
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Robert
McCoy
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Director
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Past
5 years
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69
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All
Directors hold office until the next annual meeting of shareholders and until
their successors have been duly elected and qualified. There are no
agreements with respect to the election of Directors. We have
cancelled all shares previously issued to our Directors for service on the Board
and committees thereof and issued them promissory notes in lieu of cash
compensation for meeting fees. This action was the result of our being
registered as a Business Development Company (“BDC”) which does not allow us to
compensate directors with shares. At the same time we cancelled the
shares to directors, we notified the SEC that we were electing to de-register as
a BDC whose registration was not used for the last five years. Additionally, we
reimburse Directors for expenses incurred by them in connection with the
attendance at meetings of the Board and any committee thereof (as described
below). The Board appoints annually the executive officers of the
Company and the executive officers serve at the discretion of the
Board.
Page 7
The
business experience of each of the persons listed above is as
follows:
Donna
M. Steward
Donna
M. Steward has over 37 years of experience in the banking industry in
credit management and managing operations both domestic and international.
Having worked in various management positions within that
industry. She has
maintained a long working relationship with her clients
with that "extra
attention" to achieve success. Ms. Steward
has her own mortgage company since1995, consulting and negotiating with
banks. Ms. Steward is a licensed real estate broker and
insurance broker in the State of California. Ms Steward is very active in the
local community.
Charles
Snipes
Born in Arizona,
raised in Southern California, product of the local school
system. Graduated from UCLA in Business and
Accounting. Spent 5 years in the Navy during World
War II.
Involved in various business
firms as employee, manager, and owner for 25 years. From 1973 to
1993, when he sold the business, President of an internal oil service company,
with offices in 20 states and 16 foreign
countries.
Since
1993, he has been involved in various aspects of the
self-storage business, as well as,
serving on several Boards in a consulting capacity.
Robert
McCoy
He
graduated from Frayser High School – Memphis TN and the University of Tennessee
– Knoxville TN. He is an experienced senior executive with 14 years facilities
management experience and 28 years senior management experience among various
companies. As President of Marquis Elevator, Inc. he built and then later sold
the largest independent elevator company in Nevada. Bob has served as Secretary
and Treasurer of CLX Medical since March 2007 and also serves as its Principal
Accounting Officer.
Family
Relationships
There
are no family relationships among our Directors or executive
officers.
Involvement
in Certain Legal Proceedings
Our
Directors, executive officers and control persons have not been involved in any
of the following events during the past ten years:
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1.
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any
bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that
time;
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2.
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any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor
offenses);
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3.
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being
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
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4.
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being
found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not
been reversed, suspended, or
vacated.
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Page 8
Recent
Sales of Unregistered Securities
From time
to time, the Company has issued unregistered securities under Rule 144 to
various persons for services and/or cancellation of debt. As
previously noted, the issuances of shares to our directors were
cancelled.
Board
Leadership Structure
The
Board of Directors does not have a policy as to whether the Chairman should be
an independent Director, an affiliated Director, or a member of
management. Our Board believes that the Company’s current leadership
structure is appropriate because it effectively allocates authority,
responsibility, and oversight between management and the independent members of
our Board. The Board believes that its programs for overseeing risk, as
described below, would be effective under a variety of leadership frameworks and
therefore do not materially affect its choice of structure.
Risk
Oversight
The
Board exercises direct oversight of strategic risks to the Company. The Audit
Committee reviews and assesses the Company’s processes to manage business and
financial risk and financial reporting risk. It also reviews the Company’s
policies for risk assessment and assesses steps management has taken to control
significant risks. The Compensation Committee oversees risks relating to
compensation programs and policies. In each case management periodically reports
to our Board or relevant committee, which provides the relevant oversight on
risk assessment and mitigation.
Vote
Required
The
election of the Director nominees listed above requires the affirmative vote of
the holders of a plurality of the outstanding voting shares of the Company,
present in person or by proxy at the Meeting. For the election of
Directors, you may vote “FOR” all nominees or withhold authority to vote for all
or some of the nominees. If you hold your shares through a broker,
bank, trustee or other nominee and you do not instruct them on how to vote on
this proposal, your broker or other nominee will not have authority to vote your
shares and such non-vote will have the effect of withholding authority to vote
for all of the nominees.
THE
BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF THE
DIRECTOR NOMINEES LISTED ABOVE.
PROPOSAL
NO. 2
TO
RATIFY THE APPOINTMENT OF JOHN SCRUDATO CPA, AS THE COMPANY’S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.
The
Board of Directors recommends that the shareholders vote for approval and
ratification of the appointment of John Scrudato CPA (“SCRUDATO”) as the
Company’s independent registered accounting firm for the year ended December 31,
2012.
The
Company does not anticipate a representative from SCRUDATO to be present at the
Annual Meeting. In the event that a representative of SCRUDATO is present at the
Annual Meeting, the representative will have the opportunity to make a statement
if he/she desires to do so and the Company will allow such representative to be
available to respond to appropriate questions.
Page 9
Audit
Fees
Our
Audit Committee of the Board of Directors approves in advance the scope and cost
of the engagement of an auditor before the auditor renders audit and non-audit
services.
The
aggregate fees billed by SCRUDATO, for professional services rendered for
the audit of our annual financial statements included in our
Annual Reports on Form 10-K for the years ended December 31, 2006 through
December 31, 2010 (the “PERIOD”) and for the review of quarterly financial
statements included in our Quarterly Reports on Form 10-Q for the quarters
during the PERIOD, were $18,000.00.
Audit
fees incurred by the Company were pre-approved by the Audit
Committee.
Audit
Related Fees: None.
Tax
Fees: None.
All
Other Fees:
None.
We
do not use the auditors for financial information system design and
implementation. Such services, which include designing or implementing a system
that aggregates source data underlying the financial statements or that
generates information that is significant to our financial statements, are
provided internally or by other service providers. We do not engage the
auditors to provide compliance outsourcing services.
The
Audit Committee of the Board of Directors has considered the nature and amount
of fees billed by SCRUDATO and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining SCRUDATO’s
independence.
What
vote is required to ratify the appointment of SCRUDATO?
The
ratification of SCRUDATO as the Company’s independent accountants for the fiscal
year ended December 31, 2012 requires the affirmative vote of the holders of a
majority of the outstanding voting shares of the Company, present in person or
by proxy at the Meeting. For the ratification of the appointment of
SCRUDATO as our independent accountants for the fiscal year ended December 31,
2012, you may vote “FOR” or “AGAINST” or abstain from voting. If you
hold your shares in your own name and abstain from voting on this matter, your
abstention will have the effect of a vote “AGAINST” such
proposals. If you hold your shares through a broker, bank, trustee or
other nominee and you do not instruct them on how to vote on this proposal, your
broker or other nominee will not have authority to vote your shares and such
non-vote will have the effect of a vote “AGAINST” this
proposal.
THE
BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF SCRUDATO
AS
THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
2012
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
requires our Directors and officers, and the persons who beneficially own more
than ten percent of our common stock, to file reports of ownership and changes
in ownership with the SEC. Copies of all filed reports are required to be
furnished to us pursuant to Rule 16a-3 promulgated under the Exchange
Act.
Based
solely on the reports received by us and on the representations of the reporting
persons, we believe that all required Directors, officers and greater than ten
percent shareholders complied with applicable filing requirements during the
fiscal year ended December 31, 2011, except as follows:
Page 10
The
Company's Director, Donna Steward,
failed to file a report on Forms 3,4
or 5 covering the issuance and
status to her by the Company for the periods of January 1,
2004 through the filing of this report dated August 31, 2011.
The
Company's Director,
Charles Snipes, failed to file a report
on Form 3, 4 or 5 covering the issuance and status to him
by the Company for the periods of January 1, 2004 through the filing of this
report dated August 31, 2011.
The
Company's Director, Robert McCoy, failed to file a report on Form 3, 4
or 5 covering the issuance and status to him by the
Company for the periods of January 1, 2004 through the filing of this report
dated August 31, 2011.
The
Company's Interim president, J. Michael King, failed to filed a report on Form 3
covering the issuance and status to him by the Company for the periods of
January 1, 2004 through the filing of the report dated September 30,
2011.
CODE
OF ETHICS
The
Company adopted a code of ethics (“Code”) that applies to all of its Directors,
officers, employees, consultants, contractors and agents of the
Company. The Code of Ethics has been reviewed and approved by the
Board of Directors.
EXECUTIVE
OFFICERS
The
following table sets forth certain information with respect to our executive
officers.
|
Name
|
Position
|
Age
|
|
J.
Michael King
|
President
and Chief Executive Officer
|
73
|
|
Donna
Steward
|
Treasurer
and Secretary
|
69
|
J.
MICHAEL KING, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Mike and
his company Princeton Research, specialize in the creation, development, and
promotion of business ventures that serve either a social or economic purpose. A
1960 graduate of the Wharton School of the University of Pennsylvania, Michael
has spent nearly 30 years on Wall Street as broker, trader, and principle of his
own companies. Before New York, he co-founded the Imperial Battery Company in
Lynchburg, Virginia and worked for Amco-Teledyne where he engineered the design
and operation of industrial plants for companies such as International Shoe.
Michael has always maintained a progressive vision for the future, evidenced by
his founding of the Tuskegee Mills textile factory in Tuskegee, Alabama where he
was the first business owner in the American South to hire black
women.
A former
member of the New York Mercantile Exchange and the Chicago Board of Trade,
Michael founded his own firm, King Commodity Services, before managing several
high-profile accounts on Wall Street, including the Bunker Hunt account, while
working for the likes of E.F. Hutton, Shearson Lehman, and Anglo American. After
placing 2nd and 5th respectively in the 1990 and 1991 United States Investing
Championship, he became a partner at ZimLev, Inc., a company which generated $90
million in equity, managed $1 billion in assets, and was a top ten performer
between 1992 and 1995.
In 1997
Michael moved to Las Vegas and founded Princeton Research, Inc., registering
soon after with Morgan Fuller Capital of San Francisco. Since 1999 Michael and
Princeton have published a daily, and now weekly market letter providing
on-point analysis of fundamental economic data and investment advice to an
extensive network of analysts, investors, and traders across the
world.
Page 11
DONNA
STEWARD, TREASURER AND SECRETARY
The
biography of Donna M. Steward appears under “Directors and Nominees for
Director” at page 8.
EXECUTIVE
OFFICER COMPENSATION
Summary
Compensation Table
The
following table sets forth compensation information with respect to our chief
executive officer, our two most highly compensated executive officers other than
the chief executive officer who were serving as executive officers at the end of
our last fiscal year, and individuals for whom disclosure would have been
provided herein but for the fact they were not serving as an executive officer
of the Company at the end of our last fiscal year.
|
Fiscal
|
Stock
|
Option
|
All
Other
|
|||||||||||||||
|
Name
and Principal Position
|
Year
|
Salary
|
Awards
|
Awards
|
Comp
|
Total
|
||||||||||||
|
J.
Michael King Interim
|
2011
|
$
|
$750.00
|
$
|
nil
|
$
|
nil
|
$
|
nil
|
$
|
9,000.00
|
|||||||
|
President
and CEO
|
-
|
|||||||||||||||||
|
Donna
Steward
|
2011
|
$
|
nil
|
$
|
nil
|
$
|
nil
|
$
|
nil
|
$
|
nil
|
|||||||
|
Secretary
and Treasurer
|
||||||||||||||||||
Compensation
of Named Executive Officers
The
Company has agreed to compensate J. Michael King in the amount of $750.00 per
month payable in Rule 144 stock.
Incentive
Compensation Plan
None.
Outstanding
Equity Awards at December 31, 2011
None.
DIRECTOR
COMPENSATION
The
following table sets forth compensation information with respect to our
Directors during our fiscal year ended December 31, 2011.
|
Director
Compensation
|
||||||||||||||||
|
Fees
earned or
|
Stock
|
Option
|
||||||||||||||
|
Name
|
paid
in cash
|
awards
|
awards
|
Total
|
||||||||||||
|
Donna
M. Steward
|
$
|
250.00
|
$
|
nil
|
$
|
nil
|
$
|
1,000.00
|
||||||||
|
Charles
Snipes
|
$
|
250.00
|
nil
|
nil
|
1,000.00
|
|||||||||||
|
Robert
McCoy
|
$
|
250.00
|
nil
|
nil
|
750.00
|
|||||||||||
Page 12
Compensation
for serving as a Director for an individual that is a named executive officer is
reflected in the above table on Executive Compensation at $250.00 per meeting
based on four meetings.
CERTAIN
RELATED PARTY TRANSACTIONS
During
the past two fiscal years there have been no transactions between the Company
and any officer, Director, or any shareholder owning greater than five percent
(5%) of our outstanding shares, nor any member of the above referenced
individual’s immediate family, except as set forth below or otherwise disclosed
above under “Executive Officer Compensation”.
It
is our policy that any future material transactions between us and members
of management or their affiliates shall be on terms no less favorable than those
available from unaffiliated third parties.
DIRECTOR
INDEPENDENCE
During
the year ended December 31, 2011, the Board determined that a majority of the
Board is independent under the definition of "independence". Based upon these
standards, the Board has determined that all of the Directors are independent,
with the exception of Donna M. Steward who in addition to her duties as a
Director serves as our Secretary and Treasurer.
MEETINGS
AND COMMITTEES OF THE BOARD OF DIRECTORS
During
the fiscal year that ended on December 31, 2011, the Board held numerous
meetings. All Directors attended all meetings of the Board and all
committee meetings on which the Director served during fiscal year
2011.
The
Board has a standing Audit Committee, Compensation Committee, and Nominating
Committee. All of the committees are composed of our Directors, Donna
M. Steward, Charles Snipes and Robert McCoy.
NOMINATIONS
FOR THE BOARD OF DIRECTORS
The
Nominating Committee of the Board determined that re-election of the existing
Directors was appropriate given the financial condition of the
Company
AUDIT
COMMITTEE REPORT
The Audit
Committee approved the filing of the Company’s delinquent periodic reports with
the SEC.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON:
(a) No
officer or Director has any substantial interest in the matters to be acted
upon, other than his role as an officer or Director.
(b) No
Director has informed the Company that he intends to oppose the action taken by
the Company set forth in this proxy.
SHAREHOLDER
PROPOSALS
No
security holder has requested the Company to include any proposals in this
proxy. Shareholder proposals intended to be eligible for inclusion in the
Company's Proxy Statement and proxy card relating to the 2013 Annual Meeting of
shareholders of the Company must be submitted to the Company in accordance with
Rule 14a-8 under the Exchange Act of 1934 and the Company’s By-Laws. The notice
must be personally delivered to the Company or sent by first class certified
mail, return receipt requested, postage prepaid, and must include the name and
address of the shareholder, the number of voting securities
Page 13
held by
the shareholder of record, a statement that the shareholder holds such shares
beneficially and the text of the proposal to be presented for vote at the
meeting, and a statement in support of the proposal.
A
shareholder proposal is a shareholder's recommendation or requirement that the
Company and/or the Board take action, which the shareholder intends to present
at the 2013 Annual Meeting of the Company's shareholders. The proposal should
state as clearly as possible the course of action that the shareholder believes
the Company should follow and should be accompanied by a supporting statement.
The proposal, including the accompanying supporting statement, may not exceed
500 words. The Company reserves the right to reject, rule out of order, or take
other appropriate action with respect to any proposal that does not comply with
these and other applicable requirements. As the rules of the SEC make clear,
simply submitting a proposal does not guarantee that it will be
included.
FINANCIAL
AND OTHER INFORMATION
The
information in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2010 and the information under Items in the Company’s Quarterly
Reports on Form 10-Q for the quarter ended September 30, 2011 are incorporated
herein by reference.
The
Company will provide, without charge, to each person to whom a proxy statement
is delivered, upon written or oral request of such person and by first class
mail or other equally prompt means within one business day of receipt of such
request, a copy of the financial statements described above, which has been
incorporated by reference herein (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically incorporated
by reference into the information that this proxy statement
incorporates). Individuals may request a copy of such information by
sending a request to the Company, Attn: Corporate Secretary, Broadleaf Capital
Partners, Inc., 3887 Pacific Street, Las Vegas, NV 89121
OTHER
MATTERS
The
Board knows of no other matters to be submitted to the Annual Meeting. If any
other matters properly come before the Annual Meeting, it is the intention of
the person(s) named in the enclosed Proxy card to vote shares they represent as
the Company may recommend or in accordance with their best judgment, pursuant to
the discretionary authority granted by the Proxy.
It
is important that your shares be represented at the Annual Meeting, regardless
of the number of shares that you hold. You are, therefore, urged to execute and
return, at your earliest convenience, the accompanying proxy card in the
envelope that has been enclosed.
|
By
Order of the Board of Directors:
|
||
|
/s/ J.
Michael King
|
||
|
J.
Michael King
|
||
|
Interim
President and Chief Executive Officer
Las
Vegas, NV
March
27, 2012
|
FORM
OF PROXY
(SEE
ATTACHED)
Page 14
| BROADLEAF
CAPITAL PARTNERS, INC.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF
DIRECTORS
ANNUAL
MEETING OF STOCKHOLDERS
MAY
4, 2012 AT 10:00 AM
|
|
CONTROL
ID:
|
||||||||||
|
PROXY
ID:
|
||||||||||
|
PASSWORD:
|
_____________________
_____________________
_____________________
_____________________
|
|||||||||
|
The
undersigned stockholder of BROADLEAF CAPITAL PARTNERS, INC., a Nevada
corporation (the “Company”), hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders and Proxy Statement of the Company, each
dated March 30, 2012, and hereby appoints J. Michael King and Donna M.
Steward (the “Proxies”) proxies and attorneys-in-fact, each with full
power of substitution, on behalf and in the name of the undersigned, to
represent the undersigned at the 2012 Annual Meeting of Shareholders of
the Company, to be held on May 4, 2012 at 10:00 a.m. Pacific Standard Time
at its executive headquarter offices at 3887 Pacific Street, Las Vegas, NV
89121, and at any adjournment or adjournments thereof, and to vote all
shares of the Company’s Common Stock that the undersigned would be
entitled to vote if then and there personally present, on the matters set
forth on the reverse side, and all such other business as may properly
come before the meeting.
|
||||||||||
|
(CONTINUED
AND TO BE SIGNED ON REVERSE SIDE.)
|
||||||||||
|
VOTING
INSTRUCTIONS
|
||||||||||
|
If
you vote by fax or internet, please DO NOT mail your proxy
card.
|
||||||||||
 |
MAIL:
|
Please
mark, sign, date, and return this Proxy Card promptly using the enclosed
envelope.
|
||||||||
 |
FAX:
|
Complete the reverse
portion of this Proxy Card and Fax to 1-702-697-8944.
|
||||||||
|
|
|
|||||||||
 |
PHONE:
|
Call
-1-702-650-3000
|
||||||||
Page 15
fold
then detach and retain this portion of this Proxy
Page 16
|
ANNUAL
MEETING OF THE STOCKHOLDERS OF
BROADLEAF
CAPITAL PARTNERS, INC.
|
PLEASE
COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE: x
|
||||||||||
|
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS
BELOW
|
|||||||||||
|
Proposal
1
|
ELECTION
OF DIRECTORS
|
→
|
FOR
ALL
|
AGAINST
ALL
|
FOR
ALL
EXCEPT
|
||||||
|
1.
Donna M. Steward
|
o
|
o
|
o
|
||||||||
|
2.
Charles Snipes
|
o
|
o
|
o
|
CONTROL
ID:
|
|||||||
|
3.
Robert McCoy
|
o
|
o
|
o
|
PROXY
ID:
|
|||||||
|
PASSWORD:
|
|||||||||||
|
Proposal
2
|
RATIFICATION
OF JOHN SCRUDATO CPA AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2012
|
→
|
FOR
|
AGAINST
|
ABSTAIN
|
||||||
|
o
|
o
|
o
|
|||||||||
|
MARK “X” HERE IF YOU
PLAN TO ATTEND THE MEETING: ¨
|
|||||||||||
|
This
Proxy, when properly executed will be voted as provided above, or if no
contrary direction is indicated, it will be voted “For” Proposals 1
through 2 above and all such other business as may properly come before
the meeting in the sole determination of the Proxies.
|
MARK
HERE FOR ADDRESS CHANGE ¨ New
Address (if applicable):
____________________________
____________________________
____________________________
IMPORTANT: Please
sign exactly as your name or names appear on this Proxy. When shares are
held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized
person.
Dated:
________________________, _____
|
||||||||||
|
(Print
Name of Stockholder and/or Joint Tenant)
|
|||||||||||
|
(Signature
of Stockholder)
|
|||||||||||
|
(Second
Signature if held jointly)
|
|||||||||||
Page 17
TABLE OF CONTENTS