UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]

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

For the quarterly period ended December 31, 2014

[ ]

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

For the transition period from ______to ______

Commission File Number: 000-08505

BROADVIEW INSTITUTE, INC.

(Exact name of registrant as specified in its charter)

Minnesota		41-0641789
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

8147 Globe Drive, Woodbury, Minnesota 55125

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (651) 332-8000

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232. 405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]	Accelerated filer [ ]	Non-accelerated filer [ ]	Smaller reporting company [X]
		(Do not check if a smaller reporting company)

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

The number of shares outstanding of the Registrant’s Common Stock, $0.01 par value, as of February 1, 2015 was 83,476,252.

BROADVIEW INSTITUTE, INC.

AND SUBSIDIARY

INDEX

FORM 10-Q

		Page No.
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

SIGNATURES		22

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BROADVIEW INSTITUTE, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	December 31,			March 31,
	2014			2014
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	517,632		$	4,858,394
Student receivables, net		232,816			112,304
Prepaid expenses		23,017			4,159
Inventory		11,883			7,333
TOTAL CURRENT ASSETS		785,348			4,982,190

PROPERTY AND EQUIPMENT, NET		1,560,684			2,014,650

OTHER ASSETS
Deposits		189,676			189,676
Other		13,098			24,505
	$	2,548,806		$	7,211,021

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	453,079		$	634,845
Accrued expenses		56,382			139,034
Student credit balances		33,105			85,437
Due to affiliates		192,814			134,802
TOTAL CURRENT LIABILITIES		735,380			994,118

LONG-TERM LIABILITIES
Line of credit		-			600,000
Deferred rent		664,991			702,419
TOTAL LIABILITIES		1,400,371			2,296,537

STOCKHOLDERS' EQUITY
Preferred stock Series B, par value $.01 per share, authorized 5,000,000 shares, 5,000,000 shares issued and outstanding		50,000			50,000
Common stock, par value $.01 per share, authorized 100,000,000 shares, 83,476,252 and 83,508,252 issued and outstanding at December 31, 2014 and March 31, 2014		834,762			835,082
Additional paid-in capital		15,145,424			15,145,104
Accumulated deficit		(14,881,751	)		(11,115,702	)
TOTAL STOCKHOLDERS' EQUITY		1,148,435			4,914,484
	$	2,548,806		$	7,211,021

See notes to consolidated financial statements.

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BROADVIEW INSTITUTE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013

REVENUES	$	3,071,615		$	4,011,073		$	8,801,041		$	10,058,843

OPERATING EXPENSES
Educational services and facilities		3,136,350			3,995,739			9,484,251			10,556,271
Selling, general and administrative		806,373			1,067,158			3,077,907			3,120,851
TOTAL OPERATING EXPENSES		3,942,723			5,062,897			12,562,158			13,677,122

OPERATING LOSS		(871,108	)		(1,051,824	)		(3,761,117	)		(3,618,279	)

OTHER INCOME (EXPENSE)
Interest income		6			330			587			1,792
Interest expense		-			-			(5,519	)		(1,752	)
TOTAL OTHER INCOME (EXPENSE)		6			330			(4,932	)		40

NET LOSS	$	(871,102	)	$	(1,051,494	)	$	(3,766,049	)	$	(3,618,239	)

LOSS PER SHARE:
Basic	$	(0.01	)	$	(0.08	)	$	(0.05	)	$	(0.29	)
Diluted	$	(0.01	)	$	(0.08	)	$	(0.05	)	$	(0.29	)

See notes to consolidated financial statements.

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BROADVIEW INSTITUTE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended December 31,
	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,766,049	)	$	(3,618,239	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		485,000			492,000
Deferred rent		(37,428	)		(15,677	)
Changes in operating assets and liabilities:
Student receivables		(120,512	)		(161,492	)
Inventory		(4,550	)		(81,524	)
Prepaid expenses		(18,858	)		46,764
Other assets		11,407			8,955
Accounts payable		(181,766	)		(26,139	)
Accrued expenses		(82,652	)		(129,250	)
Student credit balances		(52,332	)		(36,732	)
Net cash used in operating activities		(3,767,740	)		(3,521,334	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(31,034	)		(163,367	)
Net cash used in investing activities		(31,034	)		(163,367	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on line of credit		(600,000	)		(2,000,000	)
Net change in due to affiliates		58,012			(453,772	)
Net cash used in financing activities		(541,988	)		(2,453,772	)

DECREASE IN CASH		(4,340,762	)		(6,138,473	)

CASH AT BEGINNING OF PERIOD		4,858,394			6,340,609

CASH AT END OF PERIOD	$	517,632		$	202,136

See notes to consolidated financial statements.

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Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

1.	Nature of Business

Broadview Institute, Inc. (the “Company”), a Minnesota corporation, offers career-focused post-secondary education services through its wholly-owned subsidiary, C Square Educational Enterprises, Inc., a Utah corporation (d/b/a “Broadview University” and “Broadview Entertainment Arts University” and hereafter referred to as “Broadview University” or the “University”). Broadview University is accredited by the Accrediting Council for Independent Colleges and Schools (“ACICS”) to award diplomas, undergraduate degrees, and master’s degrees in various fields of study. Broadview University delivers these services through both traditional classroom and online instruction. The University has campuses located in the Utah cities of Layton, Orem, Salt Lake City and West Jordan, as well as Boise, Idaho.

2.	Presentation of Financial Information

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company’s management believes that the disclosures made herein are adequate to make the information presented not be misleading.

The Company manages its business on the basis of one reporting segment. The unaudited consolidated financial statements include the accounts of the Company and its subsidiary, Broadview University. All inter-company accounts and transactions have been eliminated in the unaudited consolidated financial statements. In the opinion of management, the unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company as of December 31, 2014, the consolidated results of operations for the three and nine months ended December 31, 2014 and 2013, and the consolidated cash flows for the nine months ended December 31, 2014 and 2013. Results of operations and cash flows for the periods presented are not necessarily indicative of results to be expected for any other interim period or for the full fiscal year.

These unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto in its Form 10-K for the year ended March 31, 2014 and Annual Report to Security Holders filed with the SEC.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

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Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

2.	Presentation of Financial Information (continued)

Recent Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern. The amendments provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The requirements of this ASU are effective for the annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. The adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements.

In June 2014, the FASB issued authoritative guidance related to share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The requirements of the new standard are effective for the annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The core principle of the ASU is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration, or payment, to which the company expects to be entitled in exchange for those goods or services. The ASU may also result in enhanced disclosures about revenue. For public entities, the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Management is currently evaluating what impact, if any, the pronouncement will have on the Company’s disclosures, its financial position or results from operations.

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The ASU provides that a liability related to an unrecognized tax benefit would be offset against a deferred tax asset instead of presented gross for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The ASU is effective for fiscal years beginning after December 15, 2013. The Company adopted this ASU effective April 1, 2014. There was not a material impact on the Company’s financial position or operating results.

3.	Earnings (Loss) Per Share

Earnings (loss) per common share (“EPS”) is calculated for basic EPS by dividing net income (loss) available to common stockholders by the weighted average number of vested common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur assuming conversion or exercise of all dilutive unconverted or unexercised financial instruments. Potentially dilutive instruments include warrants and preferred stock.

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Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

3.	Earnings (Loss) Per Share (continued)

The basic loss attributable to common stockholders was computed as follows:

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2014			2013			2014			2013
Net loss	$	(871,102	)	$	(1,051,494	)	$	(3,766,049	)	$	(3,618,239	)
Cumulative dividends		(75,000	)		(75,000	)		(225,000	)		(225,000	)
Net loss attributable to common shareholders	$	(946,102	)	$	(1,126,494	)	$	(3,991,049	)	$	(3,843,239	)

There were no dilutive instruments as of December 31, 2014 or 2013 due to the recognition of a net loss for the three and nine month periods then ended. The weighted average shares outstanding were 83,505,122 and 83,507,205 for the three and nine month periods ended December 31, 2014. The weighted average shares outstanding were 13,508,252 for both the three and nine months ended December 31, 2013.

4.	Line of Credit

The Company is party to a Line of Credit Authorization agreement (the “Line of Credit”) with Mr. Terry Myhre (“Mr. Myhre”), the Company’s Chairman and majority shareholder. The Line of Credit is unsecured and allows the Company to borrow from Mr. Myhre up to $3,000,000 of aggregate principal upon the request of the Company. The Line of Credit has a fixed annual interest rate of 4.0%. On February 12, 2015 the due date of the Line of Credit was extended from April 1, 2015 to April 1, 2017. The Company’s $600,000 outstanding borrowings under the Line of Credit at March 31, 2014 were repaid in full during the nine months ended December 31, 2014.

There was no interest expense related to Line of Credit borrowings for the three months ended December 31, 2014 or 2013. Interest expense was $5,519 and $1,752 for the nine months ended December 31, 2014 and 2013. The Company paid $5,519 and $22,779 for interest during the nine months ended December 31, 2014 and 2013.

5.	Stockholders’ Equity

Series B Preferred Stock

The Company has 5,000,000 shares of Series B preferred stock authorized, issued and outstanding, with a per share par value of $.01. Mr. Myhre holds all outstanding shares. Each share of Series B preferred stock is entitled to the same voting rights as common stock and bears a cumulative annual dividend of $.06 per share and has liquidation rights over common stock at $1.25 per share plus any cumulative dividends. Each share of Series B preferred stock is convertible into one share of common stock at any time. At December 31, 2014 and 2013, cumulative preferred stock dividends in arrears were $585,000 and $285,000.

Common Stock

On March 28, 2014, the Company issued 70,000,000 shares of common stock to Mr. Myhre for $4,900,000.

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Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

5.	Stockholders’ Equity (continued)

Warrants

Mr. Myhre holds detachable warrants for 9,000,000 shares of common stock. The warrants were issued March 29, 2013 with an exercise price of $.50 per share and appraised value of approximately $.06 per warrant. These warrants expire March 29, 2023. The 9,000,000 warrants represented the balance of warrants outstanding at December 31, 2014, and there were 9,000,000 shares of common stock reserved for exercise.

Stock Options

There were no stock options granted, exercised or expired during the three and nine months ended December 31, 2014 or 2013, and no options were outstanding as of December 31, 2014 or 2013.

Equity Incentive Plan

The Company has an Equity Incentive Plan that permits the granting of stock options, restricted stock awards, restricted stock units, performance share awards, performance unit awards and stock appreciation rights to certain employees, consultants, affiliates and advisors of the Company. Of the 1,000,000 shares of the Company’s common stock that were initially available for issuance pursuant to the Equity Incentive Plan, 740,000 shares were available, and have been reserved for issuance, at December 31, 2014.

6.	Income Taxes

At December 31, 2014, the Company had approximately $16,594,000 in federal net operating loss carryforwards to reduce future taxable income. These carryforwards begin to expire in the Company’s fiscal year ending March 31, 2025. The Company also has a federal alternative minimum tax credit carryforward of $235,000 which does not expire. The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. No jurisdictions are currently under examination. No liability was recorded for interest or penalties related to uncertain tax positions at December 31, 2014 or March 31, 2014.

Management evaluates the Company’s deferred tax assets on a regular basis to determine if a valuation allowance should be established based on the consideration of all available evidence using a “more-likely-than-not” standard. In making such judgments, management must weigh both positive and negative evidence that can be objectively verified. A cumulative loss in recent periods is significant negative evidence in considering whether deferred tax assets are realizable, and also limits projections of future taxable income to that which can be estimated over a reasonable amount of time. Management’s ability to accurately forecast should be evaluated against recent results, and the reliability of such forecasting inherently decreases as the duration of such forecasting increases.

The Company fully reserved for all net deferred tax assets effective March 31, 2012. Since that date, management has continued to consider evidence including historical results, industry and general economic trends, and forecasts on future operating results. Based on management’s evaluation, the Company has continued to fully reserve all net deferred tax assets at December 31, 2014. The Company’s valuation allowance includes $445,000 for net operating loss carryforwards in certain states where management is not currently anticipating any income being generated.

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Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

6.	Income Taxes (continued)

For federal purposes, tax years 2012-2014 remain open to examination. Prior to 2012, the statute of limitations remains open for three years subsequent to the utilization of the net operating losses that were generated in those years. For state purposes, the statute of limitations remains open in a similar manner. Management does not anticipate any significant increases or decreases in unrecognized tax benefits within the next twelve months.

7.	Related Party Transactions

Certain Broadview University students received funding toward the cost of their education from Myhre Investments, LLC, an entity owned by Mr. Myhre. Myhre Investments, LLC had $1,633,054 and $1,337,256 in loans outstanding to University students at December 31, 2014 and March 31, 2014.

Broadview University is a party to a lease agreement with Myhre Holdings-Utah, LLC, an entity wholly-owned by Myhre Holdings, Inc., which is owned by the heirs of Mr. Myhre, including Company Chief Executive Officer (“CEO”) Jeffrey Myhre. Under the agreement, the University leases a 31,200 square foot building located in Layton, Utah. The lease is for an initial period of ten years with two additional five-year renewal options. The agreement is a “triple net” lease with monthly base rent of $36,400 and an initial security deposit of $32,500. Broadview Institute, Inc. guaranteed the lease. Rent expense for the Layton facility was $109,200 and $327,600 for each of the three and nine month periods ended December 31, 2014 and 2013.

Broadview University is a party to a lease agreement with Myhre Holdings-Orem, LLC, an entity wholly-owned by Myhre Holdings, Inc. Under the agreement, the University leases a 31,200 square foot building located in Orem, Utah. The lease is for an initial period of ten years with two additional five-year renewal options. The agreement is a “triple net” lease with monthly base rent of $51,400 and an initial security deposit of $48,100. Broadview Institute, Inc. guaranteed the lease. Rent expense for the Orem facility was $154,200 and $462,600 for the three and nine months ended December 31, 2014, and $154,200 and $449,400 for the three and nine months ended December 31, 2013.

Broadview University is a party to a lease agreement with Myhre Holdings-Meridian, LLC, an entity wholly-owned by Myhre Holdings, Inc. Under the agreement, the University leases a 31,200 square foot building located in Boise, Idaho. The lease is for an initial period of ten years with two additional five-year renewal options. The agreement is a “triple net” lease with monthly base rent of $39,000. Rent expense for the Boise facility was $117,000 and $351,000 for each of the three and nine month periods ended December 31, 2014 and 2013.

The Company utilizes executive, administrative, accounting and consulting services provided by Globe University (“GU”) and the Minnesota School of Business (“MSB”) (collectively “GU/MSB”), companies owned by Mr. Myhre and CEO Jeffrey Myhre, pursuant to a Service Level Agreement (the “SLA”) between the Company and GU/MSB. Some of the services provided by GU/MSB under this arrangement include chief financial and chief executive officer services, information technology support, finance and accounting services, human resources support, student financial aid consulting and curriculum consulting. The SLA automatically renews for one-year periods every July, but may be terminated by either party upon 30 days’ notice.

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Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

7.	Related Party Transactions – (continued)

The Company incurs a monthly management fee payable to GU/MSB under the terms of the SLA. This fee is negotiated based on analysis of the cost and scope of services provided. Such analysis is performed as deemed necessary by either party, or annually at a minimum. The Company’s Board of Directors (the “Board”) approves any changes to the monthly fee. The monthly management fee was established at $50,000 effective October 2, 2012. Management believes the monthly charges under the SLA are competitive with, or less than, what the Company would have to pay to provide these services or to obtain them from another third party.

The Company, GU and MSB also may reimburse each other for miscellaneous expenditures made by one entity on another entity’s behalf that are outside the scope of the SLA disclosed above. The Company participates in employee benefit plans, including a self-insured health plan, that are administered by the same service providers as GU and MSB. Claim and benefit payments for the Company’s employees under these plans are made by MSB to the service providers and the Company reimburses MSB for payments made on the Company’s behalf.

The Company utilizes the same third-party provider as GU and MSB for student book sales. MSB is invoiced for books purchased by MSB, GU and Broadview students using financial aid vouchers. Commission payments are remitted by the third-party provider to MSB for all textbook sales. The Company then reimburses MSB for the Company’s net liability.

During the year ended March 31, 2014, the Company began purchasing digital learning content, including electronic learning devices, through the same vendors as GU and MSB. Payments to the vendors are made by MSB, and the Company reimburses MSB for such purchases made on the Company’s behalf.

The following table summarizes the related party transactions with MSB for the three and nine months ended December 31, 2014 and 2013:

	Three Months Ended						Nine Months Ended
	December 31,			December 31,			December 31,			December 31,
	2014			2013			2014			2013
Balance due to MSB - beginning of period	$	149,509		$	510,363		$	134,802		$	674,465
Management fees charged by MSB		150,000			150,000			450,000			450,000
Benefit claims paid by MSB		163,886			148,890			457,052			484,149
Textbook purchases by MSB		2,886			9,911			9,286			171,889
Digital learning resources purchased by MSB		243,355			87,493			546,367			609,140
Textbook commissions received by MSB		(2,071	)		(696	)		(4,882	)		(55,769	)
Other miscellaneous transactions, net		19,249			119,184			(5,023	)		52,225
Company payments to MSB, net		(534,000	)		(804,452	)		(1,394,788	)		(2,165,406	)
Balance due to MSB - end of period	$	192,814		$	220,693		$	192,814		$	220,693

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Broadview Institute, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

7.	Related Party Transactions – (continued)

On July 2, 2014, the Company advanced $1,900,000 to MSB. MSB reimbursed the Company $250,000 on September 9, 2014, and on September 29, 2014, MSB reimbursed the Company $1,283,690. The net balance of these advances and reimbursements is included on the previous page with the Company’s net payments to MSB for the nine months ended December 31, 2014.

The following table summarizes the related party transactions with GU for the three and nine months ended December 31, 2014 and 2013:

	Three Months Ended					Nine Months Ended
	December 31,			December 31,		December 31,			December 31,
	2014			2013		2014			2013
Balance due from GU - beginning of period	$	-		$	-	$	-		$	-
Miscellaneous transactions, net		(3,626	)		-		(8,444	)		2,488
Company payments (from) to GU		3,626			-		8,444			(2,488	)
Balance due from GU - end of period	$	-		$	-	$	-		$	-

Mr. Myhre has personal guarantees on Broadview University’s facility leases for its West Jordan campus. The total amount of remaining rental payments due under the leases as of December 31, 2014 was approximately $2,609,000.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Notice Regarding Forward Looking Statements

Certain statements included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as elsewhere in this report on Form 10-Q, any documents incorporated by reference herein, and other written or oral statements made from time to time by the Company that are not statements of historical or current facts should be considered forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could,” “possible,” “plan,” “project,” “should,” “will,” “forecast,” and similar words or expressions. These forward-looking statements are based on the Company’s current plans or expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and anticipated actions and the Company’s future consolidated financial conditions and results. In accordance with the Safe Harbor provisions of the Reform Act, the Company has identified important factors that could cause the actual results to differ materially from those expressed in, or implied by, such statements. The assumptions, risks and uncertainties include the growth pace of student enrollments, our continued compliance with regulatory requirements, maintaining our accreditation status, availability of funding programs for Broadview University students, our ability to successfully open new campuses, our ability to update and expand academic program offerings, our ability to hire and retain key personnel, rulemaking by the U.S. Department of Education and increased focus by the U.S. Congress on for-profit educational institutions, and general economic and market conditions. Further information about these and other relevant risks and uncertainties may be found in our annual report on Form 10-K and other Company filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward looking statements, except as may be required by law.

Overview

We are a career-focused post-secondary education services company. Our mission is to demonstrate a “we care” philosophy by preparing career-focused, community-minded graduates for the global workforce. We care about our students, our employees, and about the employers who hire our students. We strive to help our students build knowledge and skills for a specific career field, make professional connections through service learning experiences, and provide them with placement assistance.

We work to fulfill this mission by offering a variety of academic programs through Broadview University. Broadview University is accredited to award diplomas, undergraduate degrees, and master’s degrees in various fields of study. The University delivers these programs through traditional classroom settings as well as through online instruction. Our campuses are located in the Utah cities of Layton, Orem, Salt Lake City and West Jordan, as well as Boise, Idaho. Our mission places the achievement of our students first, demonstrating the Company’s focus on delivering a high quality product.

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Key Financial Metrics and Trends

We are committed to a long-term program of sustainable revenue growth. We have endured a significant downturn in profitability over the past three fiscal years. Failure to successfully implement the strategies addressed in the following discussion of key financial metrics and trends could have a negative impact on our revenues, financial condition, results of operations and cash flows.

We believe our enrollments are influenced by a number of factors, including, but not limited to:

●

the attractiveness of our program offerings;

●

our ability to offer flexible class scheduling;

●

the relative cost of our educational services compared to competitors;

●

our mix of residential and online course offerings;

●

the effectiveness of our marketing and recruiting efforts;

●

the availability of federal and other financial aid;

●

general economic conditions in the regions we operate; and

●

the regulatory environment of our industry.

The following table presents certain key measurements regarding our student population:

	Three Months Ended December 31,
	2014			2013
Student enrollment		700			817
% Change from prior year period		(14.3	)%		(18.5	)%

Credits billed		7,560			9,162
% Change from prior year period		(17.5	)%		(1.1	)%

Average tuition cost per credit	$	401		$	393

We continue to experience declining new enrollments and average student population, a trend that has been evident throughout the for-profit post-secondary industry for the past few years. This industry-wide downturn has come after several years of industry growth, and thus the competition for new student enrollments has increased. Declining enrollments have adversely impacted our revenues, financial condition, results of operations and cash flows. We expect this trend to continue in the near term.

		In reaction to these negative trends, we have taken a variety of actions, including:

	●	Numerous studies have shown that students who carry higher credit loads per quarter have a greater likelihood of completing their academic program. Effective July 1, 2012, we implemented a tiered tuition rate program with a goal of increasing the average number of credits taken per student. Upon rollout of this program, students attending full-time (taking between 11 and 16 credits) were charged a tuition rate of $400 per credit. Students attending at less than full time were charged a tuition rate of $435 per credit. Effective July 1, 2013, the tiered tuition program was modified, where students taking 12 or more credits are charged a tuition rate of $375 per credit. As in prior years, all credits taken above 16 credits in a quarter are free of tuition charges.

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●

In September 2013, we introduced a technology-focused learning model where our students and instructors began utilizing portable electronic devices in the classroom. We believe this learning model will transform how our students learn and help differentiate Broadview University from our competitors. This model connects our students with the latest technology to make the classroom experience more interactive and engaging, and has marked a transformation from textbook learning. We believe the job markets demand professionals who have in-depth knowledge of the latest technology, and our model will help students be prepared.

	●	In November 2011, we rebranded our Salt Lake City campus to focus solely on academic programs in the fields of studio arts, production arts, and the entertainment business. The Salt Lake City campus was rebranded as Broadview Entertainment Arts University, or BEAU. Programs offered include Music Production and Engineering, Comic and Sequential Art, and various other visual design programs.

		We believe this strategic move will better position us to capitalize on the demand for such skills in the workforce, and provide a clear focus for the BEAU campus while our other campuses will continue to offer our variety of traditional academic programs.

●

We are focused on achieving an appropriate ratio of our instruction costs to our revenue. Our management team has recently undertaken efforts to improve our coordinated scheduling of courses offered both residentially and online to ensure that we achieve adequate class sizes.

●

We continue to review and adjust our program and degree offerings to match the demand in the marketplace.

Critical Accounting Policies

The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and assumptions in certain circumstances that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the Company’s financial statements. Management bases its estimates and judgments on historical experience, observance of trends in the industry, information provided by outside sources and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The Company’s critical accounting policies are outlined in the Company’s Form 10-K and Annual Report for the year ended March 31, 2014 filed with the SEC.

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Revenue and Expense Categories

	●	Revenue - Approximately 90% of our revenues are tuition collected from Broadview University’s students. The academic year of Broadview University is divided into four quarters, which approximately coincide with the four quarters of the calendar year. Students make payment arrangements for their tuition and related charges prior to the beginning of each quarter. The University bills students during the second week of each quarter for tuition and related charges; billings for tuition are recorded as deferred revenue and are recognized as earned over the course of the quarter. Other revenue sources include learning resource fees, application fees, merchandise sales and other miscellaneous income; the University recognizes revenue for these items when earned.

		If a student withdraws from a course prior to completion, the University may refund a portion of the tuition. The refunded amount is dependent on the timing of the withdrawal. Tuition revenue is shown net of any refunds. Because the University bills its students quarterly for tuition and other academic services, and 100% of these services are generally completed by each quarter end, the University has no deferred revenue at the end of each quarter.

	●	Educational Services and Facilities Expense - Our educational services and facilities expenses generally consist of expense items directly attributable to the educational activities of Broadview University. These items include campus administrative and instructional salaries and related costs, student materials, academic program supplies, and facility rent and maintenance.

		Payroll and related expenses represent our single largest expense category, accounting for 40.6% and 38.5% of our revenues for the three months ended December 31, 2014 and 2013. While the largest individual expense category, such expenses also should be driven by revenue levels. Maintaining an appropriate payroll as a percentage of revenue ratio is a critical focus for management as we adjust to declining enrollments in the near term. Management is continuing to explore additional measures to bring payroll costs in line with revenue levels, while maintaining a focus on exceptional student service.

	●	Selling, General and Administrative Expense - Our selling, general and administrative costs primarily include marketing and promotional expenses incurred through various forms of advertising and distribution of promotional materials. We also utilize executive, administrative, accounting and consulting services provided by related parties pursuant to a Service Level Agreement. Some of the services provided by the related parties under this arrangement include chief financial and chief executive officer services, information technology support, finance and accounting services, human resources support, student financial aid consulting and curriculum consulting.

		Marketing expenses accounted for 17.5% and 19.8% of revenues for the three months ended December 31, 2014 and 2013. Management recognizes that spending wisely on advertising will be critical to our efforts to increase our student population. We intend to aggressively seek out the most effective means of promoting the value of our programs.

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Results of Continuing Operations

The following discussion of our historical results of operations and our liquidity and capital resources should be read in conjunction with the consolidated financial statements and related notes.

The following table presents statements of operations data as percentages of revenues for each of the periods indicated:

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2014			2013			2014			2013
Revenues		100.0	%		100.0	%		100.0	%		100.0	%
Operating Expenses:
Educational services & facilities		102.1			99.6			107.8			104.9
Selling, general & administrative		26.3			26.6			35.0			31.0
Total Operating Expenses		128.4			126.2			142.8			135.9
Operating Loss		(28.4	)%		(26.2	)%		(42.8	)%		(35.9	)%

Three Months Ended December 31, 2014 Compared with Three Months Ended December 31, 2013

Revenues

The following table presents period-over-period changes in our primary revenue components:

	Three Months Ended December 31,						Change
	2014			2013			Amount			Percent
Tuition	$	2,901,927		$	3,452,584		$	(550,657	)		(15.9	)%
Fees and other revenue		299,323			678,802			(379,479	)		(55.9	)%
Refunds		(129,635	)		(120,313	)		(9,322	)		7.7	%
Total revenue	$	3,071,615		$	4,011,073		$	(939,458	)		(23.4	)%

Tuition

Our tuition revenue decrease was primarily attributable to decreased enrollments. Our enrollments decreased by 117 students, or 14.3%, to 700 for the quarter ended December 31, 2014 compared to 817 for the corresponding quarter of the previous year. Additionally, the average credits taken per student decreased, as credits billed for the quarter ended December 31, 2014 were 7,560, compared to 9,162 for the quarter ended December 31, 2013, a decrease of 17.5%. Average tuition cost per credit increased 2.0% to $401 for the quarter ended December 31, 2014, compared to $393 for the corresponding quarter of the previous year.

Fees and Other Revenue

During the previous fiscal year, we introduced a technology-focused learning model where Broadview students and instructors began utilizing portable electronic devices in the classroom. This new format marks a transformation from textbook learning. During the quarter ended December 31, 2013, the majority of our students first received electronic learning devices, resulting in charges for devices and electronic learning content totaling $635,250. In subsequent quarters, distribution of these devices was largely limited to new students, although all students continue to be charged for electronic learning content. Similar billings for the quarter ended December 31, 2014 totaled $272,900.

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Educational services and facilities operating expenses

Expenses related to educational services and facilities decreased 21.5% to $3,136,350 for the quarter ended December 31, 2014 from $3,995,739 for the corresponding quarter of the previous year. The $859,389 decrease was primarily due to the cost of electronic learning devices being distributed to the majority of our students during the quarter ended December 31, 2013. Such costs totaled $451,889 for that quarter, compared to $67,457 for the quarter ended December 31, 2014, a decrease of $384,432, or 85.1%. Additionally, the continued decline in student enrollments has led to reduced payroll and related costs. Such costs decreased $294,477, or 19.1%, to $1,248,410 for the quarter ended December 31, 2014 from $1,542,888 for the corresponding quarter of the previous year. Additionally, scholarship expense decreased $54,982, or 26.0%, and student materials decreased $48,161, or 18.4%, due to declining enrollments.

The following table summarizes certain educational services and facilities expenses as a percentage of revenue:

	Three Months Ended December 31,
Expense	2014			2013
Payroll and related		40.6	%		38.5	%
Rent and other facility		29.7	%		24.6	%
Student materials and electronic resources		9.1	%		18.6	%
Scholarships		8.2	%		7.7	%

Selling, general and administrative expenses

Expenses related to selling, general and administrative activities decreased 24.4% to $806,373 for the quarter ended December 31, 2014 from $1,067,158 for the corresponding quarter of the prior year. The $260,785 decrease was primarily due to lower marketing expense. Marketing expenses decreased $257,234, or 32.4%, to $536,670 for the quarter ended December 31, 2014, compared to $793,905 for the corresponding quarter of the previous year. As a percentage of revenue, marketing expenses represented 17.5% and 19.8% for the quarters ended December 31, 2014 and 2013.

Operating income (loss)

Operating income (loss) is the primary measure used by management in assessing our performance. Our operating loss decreased 17.2% to $871,108 for the quarter ended December 31, 2014 compared to $1,051,824 for the corresponding quarter of the prior year. The decrease of $180,716 was primarily the result of the aforementioned factors.

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Nine Months Ended December 31, 2014 Compared with Nine Months Ended December 31, 2013

Revenues

The following table presents period-over-period changes in our primary revenue components:

	Nine Months Ended December 31,						Change
	2014			2013			Amount			Percent
Tuition	$	8,280,306		$	9,467,867		$	(1,187,561	)		(12.5	)%
Fees and other revenue		866,032			955,182			(89,150	)		(9.3	)%
Refunds		(345,297	)		(364,206	)		18,909			(5.2	)%
Total revenue	$	8,801,041		$	10,058,843		$	(1,257,802	)		(12.5	)%

Tuition

Our tuition revenue decrease was primarily attributable to decreased enrollments. Average enrollments for the nine months ended December 31, 2014 was 660 students compared to 795 students for the corresponding period of the previous year, a decrease of 17.0%. This decrease was partially offset by an increase in average credits taken per student. Our credits billed for the nine months ended December 31, 2014 were 21,633, compared to 24,458 for the nine months ended December 31, 2013, a decrease of 11.6%.

Fees and Other Revenue

During the previous fiscal year, we introduced a technology-focused learning model where Broadview students and instructors began utilizing portable electronic devices in the classroom. This new format marks a transformation from textbook learning. Fees charged to students in relation to electronic content and the learning devices totaled $734,752 for the nine months ended December 31, 2014, compared to $691,550 for the nine months ended December 31, 2013. However, other student fees, miscellaneous student charges and third party commissions earned on textbook sales to our students decreased by a total of $124,163 comparing the nine months ended December 31, 2014 to the corresponding period of the previous year. These decreases were largely due to the focus on the new learning model.

Educational services and facilities operating expenses

Expenses related to educational services and facilities decreased 10.2% to $9,484,251 for the nine months ended December 31, 2014 from $10,556,271 for the corresponding period of the previous year. The $1,072,020 decrease was primarily due to reduced payroll and related costs. Such costs decreased $550,614, or 11.8%, to $4,113,821 for the nine months ended December 31, 2014 from $4,664,435 for the corresponding period of the previous year. During the nine months ended December 31, 2013, we incurred $525,453 of cost related to supplying the majority of our students with electronic learning devices. In subsequent quarters, that cost decreased as primarily new students were the only ones to receive the devices, and as such, these costs decreased to $178,725 for the nine months ended December 31, 2014, a decrease of $346,728. Additionally in the prior year, we incurred $86,700 of additional regulatory costs that were not required during the nine months ended December 31, 2014.

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The following table summarizes certain educational services and facilities expenses as a percentage of revenue:

	Nine Months Ended December 31,
Expense	2014			2013
Payroll and related		46.7	%		46.4	%
Rent and other facility		31.2	%		28.6	%
Student materials and electronic resources		8.4	%		9.8	%
Scholarships		7.2	%		6.5	%

Selling, general and administrative expenses

Expenses related to selling, general and administrative activities decreased 1.4% to $3,077,907 for the nine months ended December 31, 2014 from $3,120,851 for the corresponding period of the prior year. The $42,944 decrease was primarily due to decreased marketing expense. Marketing expenses decreased $67,824, or 3.0%, to $2,170,372 for the nine months ended December 31 2014, compared to $2,238,196 for the corresponding period of the previous year. As a percentage of revenue, marketing expenses represented 24.7% and 22.3% for the nine months ended December 31, 2014 and 2013.

Operating income (loss)

Operating income (loss) is the primary measure used by management in assessing our performance. Our operating loss increased 3.9% to $3,761,117 for the nine months ended December 31, 2014 compared to $3,618,279 for the corresponding period of the prior year. The increase of $142,838 was primarily the result of the aforementioned factors.

Liquidity and Capital Resources

A significant portion of our revenues are derived from Title IV programs administered by the USDE. Federal regulations dictate the timing of disbursements under Title IV programs. Students must apply for new loans and grants each award year, which starts July 1. Loan funds are generally provided by lenders in multiple disbursements for each academic year. The disbursements are usually received beginning in the second week of each academic quarter. These factors, together with the timing of our students beginning their programs, affect our operating cash flow.

Cash was $517,632 at December 31, 2014 compared to $4,858,394 at March 31, 2014. Most of our excess cash is typically held in an interest-bearing bank savings account. Our capital position has been significantly influenced by transactions with Mr. Terry Myhre, the Company’s Chairman and majority shareholder (“Mr. Myhre”). Since March 2012, Mr. Myhre has executed transactions with the Company that have resulted in cash inflows from financing activities totaling $13,937,500. These cash infusions have come against $14,348,476 of cash used in operating activities for the period of April 1, 2011 through December 31, 2014. The transactions with Mr. Myhre are as follows:

On March 28, 2014, the Company issued 70,000,000 shares of Common Stock to Mr. Myhre for $4,900,000, or $0.07 per share.

On March 29, 2013, Mr. Myhre purchased 4,500,000 shares of Series B Preferred Stock at a price of $1.00 per share. Each share of Series B Preferred Stock included a detachable warrant to purchase two shares of the Company’s Common Stock for $0.50 per share. Additionally, on the same date, Mr. Myhre purchased 4,500,000 shares of Common Stock at a price of $0.25 per share. Total cash proceeds from the two transactions were $5,625,000.

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On March 30, 2012, Mr. Myhre exercised his right under a warrant to purchase 650,000 shares of Common Stock from the Company at an exercise price of $1.25 per share, for a total cash payment of $812,500. Also on March 30, 2012, we entered into a Line of Credit Authorization agreement (the “Line of Credit”) with Mr. Myhre. The Line of Credit is unsecured, and allows for the Company to borrow from Mr. Myhre up to $3,000,000 of aggregate principal borrowings upon the request of the Company. The Line of Credit has a fixed annual interest rate of 4.0% and expires April 1, 2017. The Company has borrowed a total of $2,600,000 under the Line of Credit through December 31, 2014, although no balance was outstanding at December 31, 2014.

Without the financial support from Mr. Myhre, the Company would likely have been unable to meet its current obligations, absent material changes to the Company’s operations. Additionally, these transactions have greatly aided the Company’s ability to comply with various regulatory requirements that concern an institution’s financial health. Due to projected losses continuing in the near future, we anticipate that the Company may continue to rely on Mr. Myhre for financial support, the degree of such support depending on management’s ability to adequately contain costs against projected future revenue.

The net cash used in each of the operating, investing and financing activities are summarized in the following table and discussed in further detail below:

	Nine Months Ended December 31,
	2014			2013			Change
Net cash used in operating activities	$	(3,767,740	)	$	(3,521,334	)	$	(246,406	)
Net cash used in investing activities		(31,034	)		(163,367	)		132,333
Net cash used in financing activities		(541,988	)		(2,453,772	)		1,911,784
Net decrease in cash	$	(4,340,762	)	$	(6,138,473	)	$	1,797,711

Our cash flows used in operating activities has been primarily driven by net losses of $3,766,049 and $3,618,239 for the nine months ended December 31, 2014 and 2013. Additionally, accounts payable and accrued liabilities decreased $264,418 for the nine months ended December 31, 2014, and decreased $155,389 for the nine months ended December 31, 2013. Depreciation and amortization totaled $485,000 and $492,000 for the nine months ended December 31, 2014 and 2013.

The variance in cash flows related to investing activities is due to fewer property and equipment additions in the nine months ended December 31, 2014.

The variance in cash flows related to financing activities is primarily due to the Company repaying $2,000,000 borrowed under the Line of Credit with Mr. Myhre during the nine months ended December 31, 2013. Net payments to affiliated company MSB were $1,394,788 and $2,165,406 during the nine months ended December 31, 2014 and 2013.

With a cash balance of $517,632 at December 31, 2014, it is likely that the Company will need to financial support from Mr. Myhre to fund operations for the remainder of the fiscal year ending March 31, 2015. Mr. Myhre has pledged his personal financial support to the Company, and with the equity and Line of Credit options available to the Company, management believes the Company will be able to fund operations for the next 12 months.

A portion of our revenues is received from students who receive financial loans from Myhre Investments, LLC, an entity owned by Mr. Myhre. As of December 31, 2014, Myhre Investments, LLC had $1,633,054 in loans outstanding to Broadview University students.

Management believes that inflation will not have a significant impact on our business.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have no derivative financial instruments or derivative commodity instruments. The Company is subject to the impact of interest rate changes on excess cash maintained in a bank savings account. Earnings on excess cash balances may be adversely affected in the future should interest rates change, or the Company may be required to use these cash holdings for unexpected situations should any arise. As of December 31, 2014, management believes that any increase or decrease in interest rates earned on excess cash holdings will not have a material impact on the Company’s future earnings, fair values or cash flows related to cash.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). These controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, and our Board of Directors, as appropriate, to allow timely decisions regarding required disclosure. Management, under supervision and with participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2014 and concluded that our disclosure controls and procedures were effective as of this date.

Changes in Internal Controls Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may be involved in litigation and other legal proceedings arising out of the ordinary course of its business. We are not at this time a party to any legal proceedings which, individually or in the aggregate, would be expected to have a material adverse effect on our business, financial condition or results of operations.

Item 1A. Risk Factors

The discussion of the Company’s business and operations set forth in this report and our other SEC filings should be read together with the risk factors contained in Item 1 of the Company’s Annual Report on Form 10-K filed with the SEC, which describe various risks and uncertainties to which the Company is or may become subject. These risks and uncertainties have the potential to affect the Company’s business, financial condition, results of operation, cash flows, strategies or prospects in a material and adverse manner. Additional risks and uncertainties not presently known to management or that we currently believe to be immaterial may also adversely affect our business, financial condition or results of operations. There have been no material changes to the risk factors previously described in Part I, Item 1A included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2014.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit		Description

	10.1	Second Amendment to the Line of Credit Authorization effective February 12, 2015

	31.1	Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

	31.2	Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

XBRL Instance

101.SCH*

XBRL Taxonomy Extension Schema

101.CAL*

XBRL Taxonomy Extension Calculation

101.DEF*

XBRL Taxonomy Extension Definition

101.LAB*

XBRL Taxonomy Extension Labels

101.PRE*

XBRL Taxonomy Extension Presentation

* XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended; is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended; and otherwise is not subject to liability under these sections.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 17, 2015	Broadview Institute, Inc. (Registrant)


	By:	/s/ Jeffrey D. Myhre
		Jeffrey D. Myhre, Chief Executive Officer

	And:	/s/ Kenneth J. McCarthy
		Kenneth J. McCarthy, Chief Financial Officer

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BROADVIEW INSTITUTE INC 10-Q