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 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