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