10QSB/A: Optional form for quarterly and transition reports of small business issuers
Published on June 27, 2003
Securities and Exchange Commission
Washington, DC 20549
-------------------------------------------------
FORM 10-QSB/A
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2003
Commission File No. 2-91651-D
Broadleaf Capital Partners, Inc.
-------------------------------------
Nevada 87-0410039
---------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
7341 W. Charleston Blvd, Suite 140
Las Vegas, NV 89117
-----------------------------------
(Address and zip code of principal executive offices)
(702) 736-1560
--------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] YES [ ] NO
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
Common Stock 26,548,208 Shares Outstanding
$0.001 par value as of March 31, 2003
Traditional Small Business Disclosure Format (check one) Yes [ ] No [X]
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements............................... 4
Balance Sheet (unaudited)............................ 5-6
Statements of Operations (unaudited)................. 7
Statements of Cash Flows (unaudited)................. 8
Notes to Financial Statements........................ 9-15
Item 2. Management's Discussion and Analysis of Plan of Operation.16
Item 3. Controls and Procedures............................... 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................... 17
Item 2. Changes in Securities and Use of Proceeds............. 17
Item 3. Defaults upon Senior Securities....................... 17
Item 4. Submission of Matters to a Vote of Security Holders... 17
Item 5. Other Information..................................... 17
Item 6. Exhibits and Reports on Form 8-K...................... 17
Signatures.................................................... 24
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
The unaudited financial statements of registrant for the three months ended
March 31, 2003, follow. As prescribed by item 310 of Regulation S-B, the
independent auditor has reviewed these unaudited interim financial statements
of the registrant for the three months ended March 31, 2003. The financial
statements reflect all adjustments, which are, in the opinion of management,
necessary to a fair statement of the results for the interim period presented.
BROADLEAF CAPITAL PARTNERS, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 AND DECEMBER 31, 2002
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors
Broadleaf Capital Partners, Inc. and Subsidiaries
Las Vegas, NV
We have reviewed the accompanying consolidated balance sheet of Broadleaf
Capital Partners, Inc. and Subsidiaries as of March 31, 2003, including the
consolidated schedules of investments as of March 31, 2003 and the related
consolidated statement of operations and cash flows for the three month periods
ended March 31, 2003 and 2002. These condensed financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with auditing standards generally accepted in the United States
of America, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express such
an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying condensed financial statements referred to
above for them to be in conformity with accounting principles generally
accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the balance sheet of Broadleaf
Capital Partners, Inc. and Subsidiaries as of as of December 31, 2002 and 2001,
including the consolidated schedules of investments as of December 31, 2002 and
2001, and the related consolidated statements of operations, changes in
shareholders' equity, and cash flows for the years ended December 31, 2002,
2001, and 2000 (not presented herein); and in our report dated April 14, 2003,
we expressed an unqualified opinion on those financial statements.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to
the consolidated financial statements, the Company has a significant deficit in
working capital, has a deficit in stockholders' equity and has suffered
recurring losses to date, which raises substantial doubt about its ability to
continue as a going concern. Management's plans with regard to these matters
are also described in Note 2. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
HJ Associates & Consultants, LLP
Salt Lake City, Utah
June 23, 2003
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, 2003 and December 31, 2002
ASSETS
March 31,December 31,
2003 2002
CURRENT ASSETS (Unaudited)
Cash and cash equivalents $ - $ 749
Prepaid expenses - 367
Total Current Assets - 1,116
FIXED ASSETS, NET 16,588 20,022
OTHER ASSETS
Investments in limited partnerships 901,798 937,424
Other investments, net (cost - $480,620) - -
Other assets 890 890
Total Other Assets 902,688 938,314
TOTAL ASSETS $ 919,276 $ 959,452
The accompanying notes are an integral part of these consolidated financial
statements.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
March 31, 2003 and December 31, 2002
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
March 31,December 31,
2003 2002
(Unaudited)
CURRENT LIABILITIES
Cash overdraft $ 1,808 $ -
Accounts payable 465,905 505,425
Accounts payable - officers and directors 120,893 120,893
Accrued expenses 287,357 272,828
Accrued interest 300,162 275,999
Judgments payable 1,570,038 1,574,802
Notes payable - current portion 746,840 850,944
Total Current Liabilities 3,493,003 3,600,891
LONG-TERM DEBT
Notes payable - long term 500,000 500,000
NET LIABILITIES IN EXCESS OF THE ASSETS OF
DISCONTINUED OPERATIONS 311,867 311,813
Total Liabilities 4,304,870 4,412,704
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 10,000,000 shares authorized at
$0.01 par value; 515,300 shares issued and
outstanding 5,153 5,153
Common stock: 250,000,000 shares authorized at
$0.001 par value; 26,548,208 and 24,089,208 shares
issued and outstanding, respectively 26,549 24,090
Additional paid-in capital 12,953,221 12,794,424
Accumulated deficit (16,370,517) (16,276,919)
Total Stockholders' Equity (Deficit) (3,385,594) (3,453,252)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ 919,276 $ 959,452
The accompanying notes are an integral part of these consolidated financial
statements.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Schedule of Investments
March 31, 2003 and December 31, 2002
MARCH 31, 2003
(Unaudited)
Number of
Description ofShares Owned Fair
Company Business (or %) Cost Value
Canyon Shadows Real estate 10% $ 1,131,961 $ 901,798 (e)
IPO/Emerging Growth
Company, LLC Start-up 33% 100,000 -0- (f)
San Diego Soccer
Development Dormant company 350,000 164,658 -0- (f)
Other 8,000 15,962 -0- (f)
Bio-Friendly
Corporation Start-up 437,500 180,000 -0- (f)
Las Vegas Soccer
Development Start-up 1,020,000 20,000 -0- (f)
Total $ 1,612,581 $ 901,798
DECEMBER 31, 2002
Canyon Shadows Real estate 10% $ 1,131,961 $ 937,424 (e)
IPO/Emerging Growth
Company, LLC Start-up 33% 100,000 -0- (a)
San Diego Soccer
Development Soccer franchise 350,000 164,658 -0- (c)
Other 8,000 15,962 -0- (f)
Bio-Friendly
Corporation Start-up 437,500 180,000 -0- (d)
Las Vegas Soccer
Development Start-up 1,020,000 20,000 -0- (d)
Total $ 1,612,581 $ 937,424
Note - All of the above investments are considered non-income producing
securities.
The accompanying notes are an integral part of these consolidated financial
statements.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Schedule of Investments (Continued)
March 31, 2003 and December 31, 2002
a) Non-public company, represents ownership in an LLC, fair value is
determined in good faith by the Company based on a variety of factors.
b) Public market method of valuation based on trading price of stock at
year-end.
c) The fair value of restricted shares is determined in good faith by the
Company based on a variety of factors, including recent and historical
prices and other recent transactions.
d) No public market for this security exists - cost method of valuation
used.
e) The Company's board of directors has valued this investment at cost, less
cash distributions to the Company from Canyon Shadows.
f) At December 31, 2002, the Company's board of directors determined that
the Company is unlikely to recover its investments in these companies,
and elected to value the investments at zero. The board maintains the
same opinion at March 31, 2003.
The accompanying notes are an integral part of these consolidated financial
statements.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
For the Three Months
Ended
March 31,
2003 2002
REVENUES $ 1,900 $ 4,965
EXPENSES
General and administrative 39,424 161,412
Depreciation and amortization 3,434 8,639
Total Expenses 42,858 170,051
LOSS FROM CONTINUING OPERATIONS (40,958) (165,086)
OTHER INCOME (EXPENSE)
Interest expense (56,086) (66,294)
Gain on disposal of asset 3,500 -
Gain on forgiveness of debt - 47,800
Total Other Income (Expense) (52,586) (18,494)
NET LOSS FROM CONTINUING OPERATIONS (93,544) (183,580)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS (54) 27,589
NET LOSS $ (93,598) $ (155,991)
BASIC INCOME (LOSS) PER SHARE
Continuing operations $ (0.00) $ (0.08)
Discontinued operations (0.00) 0.01
Basic Loss Per Share $ (0.00) $ (0.07)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 25,156,567 2,304,686
The accompanying notes are an integral part of these consolidated financial
statements.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
For the Three Months Ended
March 31,
2003 2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations $ (93,544) $ (183,580)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization 3,434 8,639
Gain on disposal of assets (3,500) -
Common stock issued for services 3,500 -
Discontinued operations:
Net income (loss) (54) 27,589
Changes in operating assets and liabilities:
Decrease in accounts and notes receivable - 23,468
(Increase) in notes receivable - related party - (1,677)
Decrease in other assets 367 169
Increase (decrease) in accounts payable 20,426 (40,045)
Increase (decrease) in other liabilities 26,198 (126,497)
Increase (decrease) in discontinued operation,
net liabilities 54 (27,591)
Net Cash Used in Operating Activities (43,119) (319,525)
CASH FLOWS FROM INVESTING ACTIVITIES
Receipt of cash distributions on investment 35,626 30,320
Proceeds from disposal of assets 3,500 -
Net Cash Used in Investing Activities 39,126 30,320
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from cash overdraft 1,808 -
Proceeds from long-term borrowings 2,536 70,000
Payment of long-term borrowings (1,100) -
Receipt of subscription receivable - 210,568
Stock issued for cash - 8,177
Net Cash Provided by Financing Activities 3,244 288,745
NET DECREASE IN CASH (749) (460)
CASH, BEGINNING OF PERIOD 749 764
CASH, END OF PERIOD $ - $ 304
The accompanying notes are an integral part of these consolidated financial
statements.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
For the Three Months Ended
March 31,
2003 2002
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Interest paid $ - $ -
Income taxes paid $ - $ -
SUPPLEMENTAL DISCLOSURE OF NON-CASH
ACTIVITIES
Common stock issued in conversion of debentures
and interest $ 105,540 $ 108,500
Common stock issued for services $ 3,500 $ -
The accompanying notes are an integral part of these consolidated financial
statements.
BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
March 31, 2003 and December 31, 2002
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared by the Company pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in accordance with such
rules and regulations. The information furnished in the interim
condensed consolidated financial statements include normal recurring
adjustments and reflects all adjustments, which, in the opinion of
management, are necessary for a fair presentation of such financial
statements. Although management believes the disclosures and
information presented are adequate to make the information not
misleading, it is suggested that these interim condensed financial
statements be read in conjunction with the Company's most recent
consolidated audited financial statements and notes thereto included
in its December 31, 2002 Annual Report on Form 10-KSB. Operating
results for the three months ended March 31, 2003 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 2003.
NOTE 2 - GOING CONCERN
As reported in the consolidated financial statements, the Company has
an accumulated deficit of approximately $16,400,000 as of March 31,
2003. The Company also has certain debts that are in default at March
31, 2003. The Company's stockholders' deficit at March 31, 2003 was
$3,385,594, and its current liabilities exceeded its current assets
by $3,493,003.
These factors create uncertainty about the Company's ability to
continue as a going concern. The ability of the Company to continue
as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the
Company is unable to obtain adequate capital it could be forced to
cease operations.
In order to continue as a going concern, develop and generate
revenues and achieve a profitable level of operations, the Company
will need, among other things, additional capital resources.
Management's plans to obtain such resources for the Company include
(1) raising additional capital through sales of common stock, (2)
converting promissory notes into common stock and (3) entering into
acquisition agreements with profitable entities with significant
operations. In addition, management is continually seeking to
streamline its operations and expand the business through a variety
of industries, including real estate and financial management.
However, management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans. The
accompanying financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of certain factors affecting Registrant's results
of operations, liquidity and capital resources. You should read the following
discussion and analysis in conjunction with the Registrant's consolidated
financial statements and related notes that are included herein under Item 1
above.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
This Form 10-QSB contains forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and section 21E of the Securities
Exchange Act of 1934. The Company's actual results could differ materially from
those set forth in the forward-looking statements. These forward-looking
statements represent the Registrant's present expectations or beliefs
concerning future events. The Registrant cautions that such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the
Registrant to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among other things, the uncertainty as to the Registrant's
future profitability; the uncertainty as to the demand for Registrant's
services; increasing competition in the markets that Registrant conducts
business; the Registrant's ability to hire, train and retain sufficient
qualified personnel; the Registrant's ability to obtain financing on acceptable
terms to finance its growth strategy; and the Registrant's ability to develop
and implement operational and financial systems to manage its growth.
MANAGEMENT DISCUSSION
Broadleaf Capital Partners, Inc. (Company) is a venture capital fund and plans
to continue as a Business Development Corporation (BDC) under the 1940 Act.
The Company makes direct investments in and provides management services to
businesses that have at least a one-year operating history, the original
founding management, with minimum annual revenues of $1.5 million, and
operating in niche or under-served markets. The Company intends to expand on
its investment strategy and portfolio through the internal development of its
present operations and other business opportunities, as well as the acquisition
of additional business ventures. The Company has in the past, and may again
in the future, raise capital specifically for the purpose of maintaining
operations and making an investment that the Company believes is attractive.
The Company's websites can be found at: www.broadleafcapital.com
ANALYSIS OF FINANCIAL CONDITION
The first quarter of 2003 marked the continuance of assessing and consolidating
the Company's previous investments and operations.
Results of Operations - Three months ended March 31, 2003, compared to the
three months ended March 31, 2002.
Revenues. Revenues for the three months ended March 31, 2003 decreased by
$3,065 or 62% to $1,900 from $4,965 for the three months ended March 31, 2002.
This decrease was primarily due to the absence of development income.
Expenses. Expenses for the three months ended March 31, 2003 decreased by
$127,193 or 75% to $42,858 from $170,051 for the three months ended March 31,
2002. General and administrative expenses for the three months ended March 31,
2003 decreased by $35,427 or 18% to $161,412 from $196,839. This decrease was
primarily due to a reduction in operations.
Changes in Financial Condition, Liquidity and Capital Resource.
For the three months ended March 31, 2003, the Company funded its operations
and capital requirements partially with its own working capital and partially
with proceeds from stock offerings. As of March 31, 2003, the Company had cash
of $0.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements.
These statements are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors it
believes are appropriate in the circumstances. However, whether actual results
or developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties, general economic market and
business conditions; the business opportunities (or lack thereof) that may be
presented to and pursued by the Company; changes in laws or regulation; and
other factors, most of which are beyond the control of the Company.
This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of the
Company, its directors or its officers with respect to, among other things: (i)
trends affecting the Company's financial condition or results of operations for
its limited history; (ii) the Company's business and growth strategies; (iii)
the Internet and Internet commerce; and, (iv) the Company's financing plans.
Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties, and that actual results may differ materially from those
projected in the forward-looking statements as a result of various factors.
Factors that could adversely affect actual results and performance include,
among others, the Company's limited operating history, dependence on continued
growth in the use of the Internet, the Company's inexperience with the
Internet, potential fluctuations in quarterly operating results and expenses,
security risks of transmitting information over the Internet, government
regulation, technological change and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance that
the actual results or developments anticipated by the Company will be realized
or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations. The
Company assumes no obligations to update any such forward-looking statements.
Item 3. Controls and Procedures
Within 90 days prior to the date of filing of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including the Chief Executive Officer (who also effectively serves as the
Chief Financial Officer), of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our Chief Executive Officer
concluded that our disclosure controls and procedures are effective for
gathering, analyzing and disclosing the information we are required to disclose
in the reports we file under the Securities Exchange Act of 1934, within the
time periods specified in the SEC's rules and forms. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date of this
evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Unresolved legal issues are:
City of San Jacinto - Involves the delinquency of payments of the property and
Mello Roos taxes on 105 parcels of real property owned by PR Equities, where
Peacock Financial Corporation is the General Partner. The properties were
encumbered with taxes and the Company determined the properties were not a
viable investment and the properties were foreclosed on for the tax liability.
Bank of Hemet - This case involved a loan to PR Equities, with Peacock
Financial Corporation as the General Partner. The loan went into default and an
abstract of judgment had been filed for nearly $1,000,000. This case was
settled for $100,000 to be paid over a period of eighteen months. In December
2001, the firm, Jaeger & Kodner, LLC, which settled in November 2002 for
$280,000, purchased the bank's position.
First Miracle Group - The Company received a legal judgment in the amount of
$100,000 in relation to Dotcom Ventures, LLC. Negotiations are ongoing to
settle for a lesser amount.
Steven Slagter - The case involved an action brought against PR Equities, with
Peacock Financial Corporation as the General Partner. It involved the
collection of approximately $900,000 on a promissory note. There was a summary
judgment for nearly $1.35 million. The Company is currently in settlement
negotiations.
Helen Apostle - This case involved an action for approximately $90,000
involving a defaulted loan. The Company has been in preliminary settlement
negotiations and the case is currently unresolved.
Garrett Martin - Involves an unpaid Consulting agreement wherein a judgment was
entered against the Company for $21,800. The Company is currently in
preliminary settlement negotiations for a lesser amount.
In June 2001, the Company instituted legal proceedings against former members
of the management of Peacock Financial Corporation and the former management of
Dotcom Ventures, LLC. The case is currently pending and a trial date has not
been set. One of these former members has received a legal judgment against
the Company totaling $20,110.
Item 2. Changes in Securities and Use of Proceeds: NONE
Item 3. Defaults Upon Senior Securities: NONE
Item 4. Submission of Matters to a Vote of Security Holders: NONE
Item 5. Other Information: NONE
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
- Exhibit 99.1 Certification Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
- Exhibit 99.2 Certification Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
(a) Reports on Form 8-K: NONE
Exh. 99-1
Form 8-K
CURRENT REPORT
ITEM 5. OTHER ITEMS
a.) CHANGE OF ADDRESS
The new address for the Company is 7341 W. Charleston Blvd., Suite 140, Las
Vegas, Nevada, 89117. The new telephone number for the business is 702-736-
1560. The new fax number for the business is 702-736-1608.
b.) CHANGE OF CORPORATE COUNSEL
On April 7, 2003 the Board of Directors accepted the resignation of Sarkis
Kaloustian as the Corporate Counsel for the Company. The Board of Directors
accepted Mr. Michael Gardiner of Rathbone, Rudderman and Gardiner as the new
Corporate Counsel for the Company.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On April 7, 2003, the Board of Directors accepted the resignation of Lisa
Martinez as the Accounting Administrator and Corporate Secretary. The Board of
Directors accepted the resignation of Mr. Donald E. Johnson as the Chief
Financial Officer of the Company.
On April 7, 2003, the Board of Directors selected Melissa R. Blue as the
Corporate Secretary and Interim Chief Financial Officer of the Company. Melissa
is originally from New Jersey and moved to South Carolina to receive her
Bachelors of Science in Business Administration with the concentration in
Accounting from Winthrop University in Rock Hill. Melissa has previously worked
for small and medium sized accounting firms in both Las Vegas and in Columbia,
South Carolina. Melissa was one of the founders of a Las Vegas CPA firm in 2002
and was the lead auditor for the firm's public company clients. Melissa is a
member of the Nevada Society of CPA's, the American Institute of CPA, and the
local chapter of the Latin Chamber of Commerce.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 20, 2003
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.
BROADLEAF CAPITAL PARTNERS, INC.
June 27, 2003 /s/ Robert A. Braner
- ------------------- -------------------------
Date Robert A. Braner
Interim President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person(s) on behalf of the
registrant and in the capacities and on the dates indicated.
June 27, 2003 /s/ Melissa R. Blue
- ------------------- -----------------------
Date Melissa R. Blue
Corporate Secretary
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert A. Braner, certify that:
1.I have reviewed this quarterly report on Form 10-QSB of
BROADLEAF CAPITAL PARTNERS, INC.;
2.Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact, or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report; and
3.Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
position, results of operations, and cash flows of the issuer
as of, and for, the periods presented in this quarterly
report.
4.I am responsible for establishing and maintaining disclosure
controls and procedures for the issuer and have:
(i) Designed such disclosure controls and procedures to
ensure that material information relating to the issuer is
made known to me, particularly during the period in which
the periodic reports are being prepared;
(ii) Evaluated the effectiveness of the issuer's disclosure
controls and procedures as of March 31, 2003; and
(iii) Presented in the report our conclusions about the
effectiveness of the disclosure controls and procedures
based on my evaluation as of the Evaluation Date;
5.I have disclosed, based on my most recent evaluation, to the
issuer's auditors and the audit committee of the board of
directors (or persons fulfilling the equivalent function):
(i) All significant deficiencies in the design or
operation of internal controls which could adversely affect
the issuer's ability to record, process, summarize and
report financial data and have identified for the issuer's
auditors any material weaknesses in internal controls (none
were so noted); and
(ii) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the issuer's internal controls (none were so noted); and
6.I have indicated in the report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: June 27, 2003
/s/ Robert A. Braner
---------------------
President and CEO
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Melissa R. Blue, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
BROADLEAF CAPITAL PARTNERS, INC.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact, or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report; and
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
position, results of operations, and cash flows of the issuer
as of, and for, the periods presented in this quarterly
report.
4. I am responsible for establishing and maintaining disclosure
controls and procedures for the issuer and have:
(i) Designed such disclosure controls and procedures to
ensure that material information relating to the issuer is
made known to me, particularly during the period in which
the periodic reports are being prepared;
(ii) Evaluated the effectiveness of the issuer's disclosure
controls and procedures as of March 31, 2003; and
(iii) Presented in the report our conclusions about the
effectiveness of the disclosure controls and procedures
based on my evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
issuer's auditors and the audit committee of the board of
directors (or persons fulfilling the equivalent function):
(i) All significant deficiencies in the design or
operation of internal controls which could adversely affect
the issuer's ability to record, process, summarize and
report financial data and have identified for the issuer's
auditors any material weaknesses in internal controls (none
were so noted); and
(ii) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the issuer's internal controls (none were so noted); and
6.I have indicated in the report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: June 27, 2003
/s/ Melissa R. Blue
---------------------
CFO and Corporate Secretary
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report of Broadleaf Capital
Partners, Inc. (the "Company") on Form 10-QSB for the period ending
March 31, 2003, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Robert A. Braner, acting in the capacity as the
Chief Executive Officer of the Company, certify to the best of my knowledge,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of
operations of the Company.
/s/ Robert A. Braner
- - ---------------------------
Robert A. Braner
Chief Executive Officer
June 27, 2003
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report of Broadleaf Capital
Partners, Inc. (the "Company") on Form 10-QSB for the period ending
March 31, 2003, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Melissa R. Blue, acting in the capacity as the
Interim Chief Financial Officer of the Company, certify to the best of my
knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of
operations of the Company.
/s/ Melissa R. Blue
- - ---------------------------
Melissa R. Blue
Chief Financial Officer
June 27, 2003