10QSB: Optional form for quarterly and transition reports of small business issuers

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



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