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 September 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) 7341 W. Charleston Blvd., Suite 140, Las Vegas, Nevada 89117 ------------------------------------------------------------- (Former name or former address, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [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 75,773,888 Shares Outstanding $0.001 par value as of September 30,2003 Traditional Small Business Disclosure Format (check one) Yes [ ] No [X] PART I. FINANCIAL INFORMATION Item 1. Financial Statements................................ 4 Balance Sheets(unaudited)............................ 5-6 Schedule of Investments (unaudited).................. 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 nine months ended September 30, 2003, follow along with the balance sheet for the year ended December 31, 2002. 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 nine months ended September 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 September 30, 2003 and December 31, 2002 BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES Consolidated Balance Sheets September 30, 2003 and December 31, 2002 ASSETS September 30, December 31, 2003 2002 CURRENT ASSETS (Unaudited) Cash and cash equivalents $ 4,348 $ 749 Notes receivable, net 4,722 - Prepaid expenses - 367 ------------- ------------ Total Current Assets 9,070 1,116 ------------- ------------ FIXED ASSETS, NET 10,162 20,022 ------------- ------------ OTHER ASSETS Investments in limited partnerships 845,626 937,424 Other investments, net (cost - $555,620) 75,000 - Other assets 890 890 Assets associated with discontinued operations 341 556 ------------- ------------ Total Other Assets 921,857 938,870 ------------- ------------ TOTAL ASSETS $ 941,089 $ 960,008 ============= ============ The accompanying notes are an integral part of these consolidated financial statements. BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Continued) September 30, 2003 and December 31, 2002 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) September 30, December 31, 2003 2002 (Unaudited) CURRENT LIABILITIES Accounts payable $ 509,690 $ 505,425 Accounts payable - officers and directors 18,375 120,893 Accrued expenses 325,275 272,828 Accrued interest 282,504 275,999 Judgments payable 271,613 1,574,802 Notes payable - current portion 526,437 850,944 Liabilities associated with discontinued operations 345,507 312,369 ------------- ------------ Total Current Liabilities 2,279,401 3,913,260 ------------- ------------ LONG-TERM DEBT Notes payable - long term 500,000 500,000 ------------- ------------ Total Long-Term Debt 500,000 500,000 ------------- ------------ TOTAL LIABILITIES 2,779,401 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; 75,773,888 and 24,089,208 shares issued and outstanding, respectively 75,774 24,090 Additional paid-in capital 13,742,216 12,794,424 Expenses prepaid with common stock (56,000) - Stock subscriptions receivable (22,500) - Stock subscriptions payable 10,000 - Accumulated deficit (15,792,955) (16,276,919) -------------- ------------ Total Stockholders' Equity (Deficit) (2,038,312) (3,453,252) -------------- ------------ TOTAL LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY (DEFICIT) $ 941,089 $ 960,008 ============== ============ BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES Schedule of Investments September 30, 2003 and December 31, 2002 September 30, 2003 (Unaudited) Number of Description of Shares Owned Fair Company Business (or %) Cost Value Canyon Shadows Real estate 10% $ 1,131,961 $ 845,626 (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) Microsignal Corporation Medical Technology 1,250,000 - 75,000 (g) Las Vegas Soccer Development Start-up 1,020,000 20,000 -0- (f) ------------ ------------ Total $ 1,612,581 $ 920,626 ============ ============ 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, with the exception of Microsignal Corporation, are considered non-income producing securities. BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES Schedule of Investments (Continued) September 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 Investment Committee has valued this investment at cost, less cash distributions to the Company from Canyon Shadows. f) At December 31, 2002, the Company's Investment Committee 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 September 30, 2003. g) During the quarter ended September 30, 2003, the Company obtained 1,250,000 shares of Microsignal, Corp. The shares had been pledged as collateral on a note receivable that was defaulted upon during the period. The Company's Investment Committee has determined to value this investment at its market value on the date obtained, which was $0.06 per share. BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Unaudited) For the For the Nine Months Ended Three Months Ended September 30, September 30, 2003 2002 2003 2002 REVENUES Other income $ 1,900 $ 8,132 $ - $ 1,900 ----------- ----------- ----------- ---------- Total Revenues 1,900 8,132 - 1,900 ----------- ----------- ----------- ---------- EXPENSES General and administrative 401,066 491,689 157,380 211,470 Bad debt expense 4,404 6,000 - 6,000 Depreciation and amortization 9,860 25,920 3,251 8,640 ----------- ----------- ----------- ---------- Total Expenses 415,330 523,609 160,631 226,110 ----------- ----------- ----------- ---------- LOSS FROM OPERATIONS (413,430) (515,477) (160,631) (224,210) ----------- ----------- ----------- ---------- OTHER INCOME (EXPENSE) Interest expense (169,424) (135,865) (38,058) (53,714) Gain on forgiveness of debt 1,034,670 1,184,752 1,034,670 - Gain on debt default 62,000 - 62,000 - Gain on disposal of assets 3,500 45,000 - 45,000 ----------- ----------- ----------- ---------- Total Other Income (Expense) 930,746 1,093,887 1,058,612 (8,714) ----------- ----------- ----------- ---------- NET INCOME (LOSS) FROM CONTINUING OPERATIONS 517,316 578,410 897,981 (232,924) INCOME (LOSS) FROM DISCONTINUED OPERATIONS (33,352) 23,495 (20,912) (1,685) ----------- ----------- ----------- ---------- NET INCOME (LOSS) $ 483,964 $ 601,905 $ 877,069 $ (234,609) =========== =========== =========== ========== BASIC INCOME (LOSS) PER SHARE Continuing operations $ 0.02 $ 0.09 $ 0.03 $ (0.02) Discontinued operations (0.00) 0.00 (0.00) (0.00) ----------- ----------- ----------- ---------- Basic (Income) Loss Per Share $ 0.02 $ 0.09 $ 0.02 $ (0.02) =========== =========== =========== ========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 29,884,048 6,426,188 35,469,957 12,237,736 =========== =========== =========== ========== Fully Diluted Income (Loss) Per Share $ 0.02 $ 0.08 $ 0.03 $ (0.02) =========== =========== =========== ========== 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 Nine Months Ended September 30, 2003 2002 CASH FLOWS FROM OPERATING ACTIVITIES Net income from continuing operations $ 517,316 $ 578,410 Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization 9,860 25,920 Gain on forgiveness of debt (1,034,670) (1,136,952) Common stock issued for services 9,500 19,236 Discontinued operations: Net (loss) (33,352) (6,505) Gain on forgiveness of debt - 30,000 Changes in operating assets and liabilities: Decrease in accounts and notes receivable 4,338 19,428 Decrease in prepaid expenses 368 - Decrease in other assets - 169 Increase (decrease) in accounts payable 197,586 (129,842) Increase in other liabilities 106,563 35,436 Increase (decrease) in discontinued operation, net liabilities 33,352 (23,495) ------------- ------------- Net Cash Used in Operating Activities (189,139) (588,195) ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES Increase in investments (75,000) - Receipt of cash distributions on investment 91,798 73,401 Proceeds from partial sale of investment 200,000 - ------------- ------------- Net Cash Used in Investing Activities 216,798 73,401 ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Receipts on notes receivable 69,474 - Payments on notes receivable (78,534) - Proceeds from notes payable 5,536 195,000 Payment of notes payable (30,536) (10,417) Receipt of subscription receivable - 202,368 Cash received on subscription payable 10,000 - Stock issued for cash - 127,956 ------------- ------------- Net Cash Provided by Financing Activities (24,060) 514,907 ------------- ------------- NET DECREASE IN CASH 3,599 113 CASH, BEGINNING OF PERIOD 749 764 ------------- ------------- CASH, END OF PERIOD $ 4,348 $ 877 ============= ============= BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Continued) (Unaudited) For the Nine Months Ended September 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 and other debt $ 644,539 $ 195,055 Common stock issued for services $ 9,500 $ 19,236 Common stock issued for prepaid expenses $ 56,000 $ - Common stock issued for subscription receivable $ 22,500 $ - BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements September 30, 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 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 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 and nine months ended September 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 $15,790,000 as of September 30, 2003. The Company also has certain debts that are in default at September 30, 2003. The Company's stockholders' deficit at September 30, 2003 was $2,038,312, and its current liabilities exceeded its current assets by $2,270,331. 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. NOTE 3 - MATERIAL EVENTS Minority Interest On May 26, 2003 the Company entered into a Memorandum of Understanding with an individual whereby the Company would organize a new subsidiary and sell a 21% interest to the individual for $200,000. Immediately following the signing, the Company would transfer the control of the Canyon Shadows LP to the new corporation. Thereafter, the individual would be entitled to 21% of the quarterly distributions from Canyon Shadows LP 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. As of September 30, 2003, the Company has not yet formed the subsidiary entity, but has been making cash payments to the individual totaling 21% of the Company's monthly distribution from the Canyon Shadows investment. Stock Issuances During the period ended September 30, 2003, the Company issued 5,000,000 shares of common stock at $0.01 per share for prepaid consulting services, 500,000 shares for consulting services rendered at $0.007 per share, 1,000,000 shares for certain administrative services (500,000 for prepaid services, and 500,000 for services rendered) at $0.012 per share, 9,435,680 shares at market value per share as payment of accrued officer wages, and 20,000,000 shares at market value per share in settlement of debt. The Company issued an additional 4,240,000 shares at market value per share in order to settle certain outstanding debts, 4,550,000 shares at $0.005 per share for subscriptions receivable, and 6,959,000 shares at prices ranging from $0.01 to $0.30 per share in conversion of debentures and the related debts. Further, the Company collected $10,000 for 5,000,000 shares of stock, which have yet to be issued (see Note 5). Major Settlement of Debt On September 17, 2003, the Company signed a Revised and Restated Settlement Agreement and Mutual General Release with Mr. Steven Slagter, one of the Company's significant creditors, whereby the Company issued 20,000,000 shares of unregistered, restricted, rule 144 common stock to Mr. Slagter, in exchange for Mr. Slagter's stipulation to forgive debts payable to him from the Company totaling $1,432,086. The Company recorded a gain on settlement of debt of $1,032,086 on this transaction. As a stipulation of this Settlement Agreement, the Company also issued 9,435,680 shares of common stock to its president, Robert Braner, as payment of accrued wages through June 30, 2003. NOTE 4 - SUBSEQUENT EVENT On October 27, 2003, the Company agreed to terms on a Settlement Agreement and Release with San Diego Soccer Development Corporation ("SDSDC") whereby SDSDC agreed to pay the Company $125,000 in cash,100,000 shares of SDSDC common stock,and warrants to purchase an additional 100,000 shares of SDSDC common stock at $1.00 per share. As of September 30, 2003, SDSDC owes the Company $855,145 in loan principal and interest. NOTE 5 - STOCK SUBSCRIPTIONS PAYABLE In April and May 2003, the Company received $10,000 in cash from an unrelated investor as consideration for 5,000,000 shares of common stock. The Board approved the issuances of the shares, and the Company reflected the transaction as stock for cash. However, subsequent to June 30, 2003, the investor and the Company recommenced negotiations as to whether or not the investor wishes to receive stock for this investment, or rather, to have it accounted for as an interest-bearing note. Until such time that the parties come to an agreement with respect to these funds,the $10,000 will be classified as a stock subscription payable. 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 third quarter of 2003 marked the continuance of assessing and consolidating the Company's previous investments and operations. Results of Operations - Nine months ended September 30, 2003, compared to the nine months ended September 30, 2002. Revenues. Revenues for the nine months ended September 30, 2003 decreased by $6,232 or 77% to $1,900 from $8,132 for the nine months ended September 30, 2002. This decrease was primarily due to the absence of development income. Operating Expenses. Expenses for the nine months ended September 30, 2003 decreased by $108,279 or 21% to $415,330 from $523,609 for the nine months ended September 30, 2002. General and administrative expenses for the nine months ended September 30, 2003 decreased by $90,623 or 18% to $401,066 from $491,689. This decrease was primarily due to a reduction in operations. Changes in Financial Condition, Liquidity and Capital Resource. For the nine months ended September 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 September 30, 2003, the Company had cash of $4,348. 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 As of September 30, 2003, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and President, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, these principal executive officers and principal financial officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company, including its consolidated subsidiaries, required to be included in the Company's periodic SEC filings. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent 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. 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. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS: During the nine months ended September 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 4,240,000 shares at $0.01 per share in order to settle certain outstanding debts, 4,550,000 shares at $0.005 per share for subscriptions receivable, and 6,959,00 shares at prices ranging from $0.01 to $0.30 per share in the conversion of debentures and other related 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 906 of the Sarbanes- Oxley Act of 2002 of the Chief Executive Officer. - Exhibit 99.2 Certification Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 of the Chief Financial Officer. - Exhibit 99.3 Certification Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 of the Chief Executive Officer. - Exhibit 99.4 Certification Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 of the Chief Financial Officer. (b) Reports on Form 8-K - Exhibit 99.5 Form 8-K filed on September 24, 2003 Exh. 99.5 FORM 8-K CURRENT REPORT ITEM 5. OTHER ITEMS The Slagter v. Peacock Real Estate Development, et. al, complaint was filed on July 7, 2000 in Superior Court, County of San Diego. The court entered judgment in favor of Slagter on or about April 10, 2001 in the amount of $1,345,404.50. There have been numerous attempts to reach a compromise and settlement of the judgment by the Company. On September 18, 2003 the Board of Directors approved a settlement with Slagter as follows: $200,000.00 in the form of 20,000,000 shares valued at .01 of the Companys Common Stock. The Company has the option to repurchase 10,000,000 shares from Mr. Slagter at a price of .005 per shares for a period of up to one year from the date of the executed Settlement Agreement. At Mr. Slagters stipulation and as a part of the settlement, 9,435,680 shares valued at $0.025 of the Companys Common Stock has been issued to Robert Braner, CEO of the Company, for accrued and unpaid compensation as of June 30, 2003. 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: September 24, 2003 SIGNATURES Pursuant to the requirements of Section 12 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. By: /s/ Robert A. Braner ------------------------------------- Robert A. Braner, Interim CEO Dated: November 25, 2003