Securities and Exchange Commission Washington, DC 20549 ------------------------------------------------- FORM 10-QSB Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 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 33,855,900 Shares Outstanding $0.001 par value as of June 30, 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 Schedule of Investments............................... 7-8 Statements of Operations (unaudited).................. 9 Statements of Cash Flows (unaudited).................. 10-11 Notes to Financial Statements......................... 12-13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................... 14 Item 3. Controls and Procedures............................... 16 PART II. OTHER INFORMATION Item 1. Legal Proceedings..................................... 16 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.................................................... 18 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS The unaudited financial statements of registrant for the three and six months ended June 30, 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 and six months ended June 30, 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 JUNE 30, 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 June 30, 2003, including the consolidated schedules of investments as of June 30, 2003, and the related consolidated statements of operations for the three and six month periods ended June 30, 2003 and 2002, and the related statements of cash flows for the six months ended June 30, 2003 and 2002. These consolidated 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 consolidated 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 consolidated balance sheets 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 consolidated 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, LLC Salt Lake City, Utah September 3, 2003 BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES Consolidated Balance Sheets June 30, 2003 and December 31, 2002 ASSETS June 30, December 31, 2003 2002 CURRENT ASSETS (Unaudited) Cash and cash equivalents $ 135,524 $ 749 Prepaid expenses - 367 --------- ---------- Total Current Assets 135,524 1,116 --------- ---------- FIXED ASSETS, NET 13,413 20,022 --------- ---------- OTHER ASSETS Investments in limited partnerships 871,478 937,424 Other investments, net (cost - $480,620) - - Other assets 890 890 Assets associated with discontinued operations 448 556 --------- ---------- Total Other Assets 872,816 938,870 --------- ---------- TOTAL ASSETS $ 1,021,753 $ 960,008 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Continued) June 30, 2003 and December 31, 2002 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) June 30, December 31, 2003 2002 (Unaudited) CURRENT LIABILITIES Accounts payable $ 488,627 $ 505,425 Accounts payable - officers and directors 235,892 120,893 Accrued expenses 295,440 272,828 Accrued interest 311,776 275,999 Judgments payable 1,585,757 1,574,802 Notes payable - current portion 704,904 822,944 Note payable - related 32,436 28,000 Liabilities associated with discontinued operations 324,703 312,369 --------- ---------- Total Current Liabilities 3,979,535 3,913,260 --------- ---------- LONG-TERM DEBT Notes payable - long term 500,000 500,000 --------- ---------- Total Liabilities 4,479,535 4,413,260 --------- ---------- COMMITMENTS AND CONTINGENCIES MINORITY INTEREST (NOTE 3) 200,000 - --------- ---------- 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; 33,855,900 and 24,089,208 shares issued and outstanding, respectively 33,856 24,090 Additional paid-in capital 12,973,233 12,794,424 Accumulated deficit (16,670,024) (16,276,919) --------- ---------- Total Stockholders' Equity (Deficit) (3,657,782) (3,453,252) --------- ---------- TOTAL LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,021,753 $ 960,008 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES Schedule of Investments June 30, 2003 and December 31, 2002 JUNE 30, 2003 (Unaudited) Number of Description of Shares Owned Fair Company Business (or %) Cost Value Canyon Shadows Real estate 10% $ 1,131,961 $ 871,478 (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 $ 871,478 ========= ======== 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) June 30, 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 June 30, 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 Six For the Three Months Ended Months Ended June 30, June 30, 2003 2002 2003 2002 REVENUES Other income $ 1,900 $ 6,232 $ - $ 1,267 ---------- --------- ----------- --------- Total Revenues 1,900 6,232 - 1,267 ---------- --------- ----------- --------- EXPENSES General and administrative 240,549 286,219 201,125 124,805 Bad debt expense 7,541 - 7,541 - Depreciation and amortization 6,609 17,280 3,175 8,641 ---------- --------- ----------- --------- Total Expenses 254,699 303,499 211,841 133,446 ---------- --------- ----------- --------- LOSS FROM OPERATIONS (252,799) (297,267) (211,841) (132,179) ---------- --------- ----------- --------- OTHER INCOME (EXPENSE) Interest income - - - - Interest expense (131,366) (82,151) (75,280) (15,857) Gain on forgiveness of debt - 47,800 - - Gain on disposal of assets 3,500 - - - ---------- --------- ----------- --------- Total Other Income (Expense) (127,866) (34,351) (75,280) (15,857) ---------- --------- ----------- --------- NET LOSS FROM CONTINUING OPERATIONS (380,665) (331,618) (287,121) (148,036) INCOME (LOSS) FROM DISCONTINUED OPERATIONS (12,440) 25,180 (12,386) (2,409) NET LOSS $(393,105) $(306,438) $(299,507) $(150,455) ========== ========= ========== ========= BASIC LOSS PER SHARE Continuing operations $ (0.01) $ (0.08) $ (0.01) $ (0.04) Discontinued operations (0.00) (0.00) (0.00) (0.00) ---------- --------- ----------- --------- Basic Loss Per Share $ (0.01) $ (0.08) $ (0.01) $ (0.04) ========== ========== =========== ========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 28,811,089 3,472,252 31,358,084 3,472,252 ========== ========= ========== ========= 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 Six Months Ended June 30, 2003 2002 CASH FLOWS FROM OPERATING ACTIVITIES Net loss from continuing operations $ (380,665) $ (331,618) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization 6,609 17,280 Gain on forgiveness of debt - (47,800) Common stock issued for services 3,500 - Discontinued operations: Net income (loss) (12,440) 25,120 Changes in operating assets and liabilities: Decrease in prepaid expenses 367 - Decrease in accounts receivable and notes receivable - 19,418 Decrease in other assets - 169 Increase (decrease) in accounts payable 158,148 (54,619) Increase (decrease) in other liabilities 66,434 (97,613) Increase (decrease) in discontinued operations, net liabilities 12,440 (25,180) ---------- --------- Net Cash Used in Operating Activities (145,607) (494,843) ---------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Receipt of cash distributions on investment 65,946 46,871 Proceeds from partial sale of investment 200,000 - ---------- --------- Net Cash Used in Investing Activities 265,946 46,871 ---------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Receipt of cash on notes payable - related 5,536 - Payments on notes payable - related (1,100) - Proceeds from long-term borrowings - 195,000 Payment of long-term borrowings - (4,167) Receipt of subscription receivable - 210,568 Stock issued for cash 10,000 46,327 ---------- --------- Net Cash Provided by Financing Activities 14,436 447,728 ---------- --------- NET INCREASE (DECREASE) IN CASH 134,775 (244) CASH, BEGINNING OF PERIOD 749 764 ---------- --------- CASH, END OF PERIOD $ 135,524 $ 520 ========== ========= 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 Six Months Ended June 30, 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 $ 190,535 $ 143,581 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 June 30, 2003 and December 31, 2002 NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying unaudited 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 accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim 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 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 and six months ended June 30, 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 $16,670,000 as of June 30, 2003. The Company also has certain debts that are in default at June 30, 2003. The Company's stockholders' deficit at June 30, 2003 was $3,657,782, and its current liabilities exceeded its current assets by $3,844,011. 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, joint-venture, and other 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. NOTE 3 - MATERIAL EVENTS Partial Sale of Investment: On May 26, 2003 the Company entered into a Memorandum of Understanding with an individual whereby the Company would organize a new subsidiary ("Sub") and sell a 21% interest in Sub to the individual for $200,000. Immediately following the consummation of the transaction, the Company would transfer the control of its Canyon Shadows, LP. ("Canyon") investment to Sub. Thereafter, the individual would be entitled to 21% of the quarterly cash distributions coming from Canyon, or $5,000, whichever is greater. After twenty-four months, the individual has the option to sell her interest back to the Company for $200,000. Stock Issuances: During the six months ended June 30, 2003, the Company issued 5,000,000 shares of its restricted common stock for cash at $0.02 per share. In addition, the Company issued 4,266,692 shares of its restricted common stock upon the conversion of debentures and other debt at various prices per share, and issued 500,000 shares for services rendered at $0.07 per share. NOTE 4 - RECLASSIFICATION OF PRIOR PERIOD DATA During the six-months ended June 30, 2002, the Company recorded a gain on forgiveness of debt totaling $1,184,752. Later in the 2002 fiscal year the Company was unable to meet the terms of its debt settlement agreements, and defaulted on the agreements. Consequently, at December 31, 2002, the gain on forgiveness of debt was reversed, and the debt was again recorded in the financial statements at its original value. In the June 30, 2003 financial statements the June 30, 2002, gain on forgiveness of debt is not shown. Rather, the June 30, 2002 statement of operations has been restated as if the gain on forgiveness of debt never occurred. In addition, the Company has elected to present the assets and liabilities from discontinued operations as a single line item, entitled "Net liabilities in excess of the assets of discontinued operations." In the current period, for purposes of clarity, the Company has segregated the assets and liabilities of discontinued operations into two separate line items. Assets relating to discontinued operations have been listed in the "Other Assets" section of the balance sheet, while the corresponding liabilities relating to discontinued operations appear in the "Current Liabilities" section. All prior period references to assets and/or liabilities from discontinued operations have also been similarly segregated. 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, 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. 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 - Six months ended June 30, 2003, compared to the six months ended June 30, 2002. Revenues. Revenues for the six months ended June 30, 2003 decreased by $4,332 or 70% to $1,900 from $6,232 for the six months ended June 30, 2002. This decrease was primarily due to the absence of development income. Operating Expenses. Expenses for the six months ended June 30, 2003 decreased by $48,800 or 16% to $254,699 from $303,499 for the six months ended June 30, 2002. General and administrative expenses for the six months ended June 30, 2003 decreased by $45,670 or 16% to $240,549 from $286,219. This decrease was primarily due to a reduction in operations. Changes in Financial Condition, Liquidity and Capital Resource. For the six months ended June 30, 2003, the Company funded its operations and capital requirements partially with its own working capital and partially with proceeds from stock offerings. As of June 30, 2003, the Company had cash of $135,524. 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 Form 10-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 and the Chief Financial Officer), of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial 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. In December 2001, the firm, Jaeger & Kodner, LLC, purchased the bank's position. First Miracle Group - A legal judgment was rendered against the company 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. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS: During the six months ended June 30, 2003, the Company issued 5,000,000 shares of its restricted common stock for cash at $0.02 per share. In addition, the Company issued 4,266,692 shares of its restricted common stock upon the conversion of debentures and other debt at various prices per share, and issued 500,000 shares for services rendered at $0.07 per share. 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 302 of the Sarbanes- Oxley Act of 2002 of the Chief Executive Officer - Exhibit 99.2 Certification Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 of the Chief Financial Officer - Exhibit 99.3 Certification Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 of the Chief Executive Officer - Exhibit 99.4 Certification Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 of the Chief Financial Officer (a) Reports on Form 8-K: Exh. 99-5 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. September 10, 2003 /s/ Robert A. Braner - ------------------- ------------------------- Date Robert A. Braner Interim President/ CEO 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. September 10, 2003 /s/ Melissa R. Blue - ------------------- ----------------------- Date Melissa R. Blue Interim CFO and Corporate Secretary Exh. 99-1 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 June 30, 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: September 10, 2003 /s/ Robert A. Braner --------------------- Interim President and CEO Exh. 99-2 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 June 30, 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: September 10, 2003 /s/ Melissa R. Blue --------------------- Interim CFO and Corporate Secretary Exh. 99-3 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 June 30, 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 Interim President and CEO September 10, 2003 Exh. 99-4 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 June 30, 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 Interim CFO and Corporate Secretary September 10, 2003 - -----END PRIVACY-ENHANCED MESSAGE-----