<PAGE>

                       Securities and Exchange Commission
                              Washington, DC 20549

              ____________________________________________________

                                    FORM 10-Q




       Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

For the quarterly period ended September 30, 2001  Commission File No. 2-91651-D

                                Peacock Financial
                                   Corporation

<TABLE>
<S>                                                    <C>
                        Colorado                                     87-0410039
    (State or other jurisdiction of incorporation or  (I.R.S. Employer Identification Number)
                      organization)
</TABLE>

                             2531 San Jacinto Street
                              San Jacinto, CA 92583
              (Address and zip code of principal executive offices)

                                 (909) 652-3885
              (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.

                                 [_] 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             153,691,482 Shares Outstanding
           $0.001 par value              as of September 30, 2001

<PAGE>


                          PEACOCK FINANCIAL CORPORATION
                               REPORT ON FORM 10-Q

                        QUARTER ENDED SEPTEMBER 30, 2001

TABLE OF CONTENTS
------------------
<TABLE>
<CAPTION>
                                                                                  Page
                                                                                 Number
                                                                                 ------
<S>                                                                              <C>
PART I.           FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

                  .        CONSOLIDATED BALANCE SHEETS AS OF
                           SEPTEMBER 30, 2001, AND DECEMBER 31, 2000               3 & 4

                  .        SCHEDULE OF INVESTMENTS                                 5 & 6

                  .        CONSOLIDATED STATEMENTS OF
                           OPERATIONS FOR THE NINE MONTHS
                           AND THREE MONTHS ENDED
                           SEPTEMBER 30, 2001 AND 2000                                 7

                  .        CONSOLIDATED STATEMENTS
                           OF CASH FLOWS FOR THE NINE MONTHS
                           ENDED SEPTEMBER 30, 2001                                8 & 9

                  .        NOTES TO CONSOLIDATED FINANCIAL
                           STATEMENTS                                            10 - 12

         ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS
                  OF OPERATION

PART II.          OTHER INFORMATION AND
                  SIGNATURES
</TABLE>

<PAGE>

                 PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Assets and Liabilities

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                         September 30,         December 31,
                                                                             2001                 2000
                                                                      ------------------    ----------------
                                                                         (Unaudited)
<S>                                                                   <C>                   <C>
   Investments, at fair value, cost of $1,015,905 and
     $1,030,475 at September 30, 2001 and
     December 31, 2000, respectively                                  $            -        $       392,897
   Cash and cash equivalents                                                   1,881                  2,513
   Due from related party                                                          -                 79,765
   Prepaid expenses                                                                -                  2,704
   Other receivables                                                          54,592                 27,000
   Notes receivable                                                          131,994                114,944
   Fixed assets                                                              107,024                191,530
   Investments in limited partnerships                                     1,131,961              1,131,961
   Other assets                                                                5,545                  4,892
                                                                      --------------        ---------------

     Total Assets                                                     $    1,432,997        $     1,948,206
                                                                      ==============        ===============
</TABLE>


       The accompanying notes are an integral part of these consolidated
                              financial statements.

                                       -3-

<PAGE>

                 PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
          Consolidated Statements of Assets and Liabilities (Continued)

                           LIABILITIES AND NET ASSETS
                           --------------------------

<TABLE>
<CAPTION>
                                                                              September 30,    December 31,
                                                                                   2001            2000
                                                                            -----------------  -------------
                                                                               (Unaudited)
<S>                                                                         <C>                <C>
LIABILITIES

   Accounts payable                                                         $      421,843      $      473,496
   Accrued expenses                                                                268,988             238,176
   Judgments payable                                                               160,000             350,000
   Notes payable                                                                 1,420,269           1,371,518
   Net liabilities in excess of the assets of discontinued
     operations                                                                    245,009             305,055
                                                                            --------------      --------------

     Total Liabilities                                                           2,516,109           2,738,245
                                                                            --------------      --------------

NET ASSETS

   Preferred stock: 10,000,000 shares authorized at $0.01
    par value, 535,300 and 545,300 shares issued and
    outstanding, respectively                                                        5,353               5,453
   Common stock: 250,000,000 shares authorized at $0.001
    par value, 153,691,482 and 76,931,751 shares issued
    and outstanding, respectively                                                  153,692              76,932
   Additional paid-in capital                                                   12,041,392          11,390,655
   Subscriptions receivable                                                       (204,501)           (286,056)
   Treasury stock                                                                        -              (8,180)
   Accumulated deficit                                                         (12,065,043)        (11,347,735)
   Unrealized net loss on investments                                           (1,014,005)           (621,108)
                                                                            --------------      --------------

     Total Net Assets                                                           (1,083,112)           (790,039)
                                                                            --------------      --------------

     Total Liabilities and Net Assets                                       $    1,432,997      $    1,948,206
                                                                            ==============      ==============
</TABLE>

      The accompanying notes are an integral part of these consolidated
                              financial statements.

                                       -4-

<PAGE>

                 PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
                             Schedule of Investments
                              September 30, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Number of
                                   Description of        Shares Owned                                 Fair
           Company                    Business              (or %)              Cost                  Value
-----------------------------  ----------------------  ------------------  ------------------   ------------------
<S>                            <C>                     <C>                 <C>                  <C>
IPO/Emerging Growth
  Company, LLC                 Start-up                          33%       $         100,000       $        -0- (a)

San Diego Soccer
  Development                  Dormant company            1,551,001                  715,905                -0- (b)

Bio-Friendly
  Corporation                  Start-up                     437,500                  180,000                -0- (b)

Las Vegas Soccer
  Development                  Start-up                   1,020,000                   20,000                -0- (b)
                                                                           -----------------       -----------

         Total                                                             $       1,015,905       $        -0-
                                                                           =================       ===========
</TABLE>


(1)      Non-public company, represents ownership in an LLC, fair value is
         determined in good faith by the Company based on a variety
         of factors.

(2)      Non-operating companies with no determinable value.


       The accompanying notes are an integral part of these consolidated
                             financial statements.

                                      -5-

<PAGE>

                 PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
                             Schedule of Investments
                                December 31, 2000

<TABLE>
<CAPTION>
                                                          Number of
                                   Description of        Shares Owned             Fair
           Company                    Business              (or %)                Cost                Value
-----------------------------  ----------------------  ------------------  ------------------   ------------------
<S>                            <C>                     <C>                 <C>                  <C>
IPO/Emerging Growth
  Company, LLC                 Start-up                         33%        $          100,000   $      83,487  (a)

San Diego Soccer
  Development                  Soccer franchise           1,551,001                   715,905         108,850  (c)
                                                              8,000                    14,570             560  (b)

Bio-Friendly
  Corporation                  Start-up                     437,500                   180,000         180,000  (d)

Las Vegas Soccer
  Development                  Start-up                   1,020,000                    20,000          20,000  (d)
                                                                           ------------------   -------------

         Total                                                             $        1,030,475   $     392,897
                                                                           ==================   =============
</TABLE>


(3)      Non-public company, represents ownership in an LLC, fair value is
         determined in good faith by the Company based on a variety
         of factors.

(4)      Public market method of valuation based on trading price of stock at
         year-end.

(5)      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.

(6)      No public market for this security exists - cost method of valuation
         used.

       The accompanying notes are an integral part of these consolidated
                              financial statements.

                                      -6-

<PAGE>

                 PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
                     Consolidated Statements of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                For the Nine Months Ended        For the Three Months Ended
                                                       September 30,                     September 30,
                                             ---------------------------------   ---------------------------------
                                                  2001              2000              2001              2000
                                             ----------------  ---------------   ---------------  ----------------
<S>                                          <C>               <C>               <C>              <C>
REVENUES

   Investment banking income                 $              -  $       525,000   $             -  $              -
   Development income                                  68,250                -            28,858                 -
   Interest income                                     25,429           10,335                 -             2,710
   Realized gain on investments                             -           68,459                 -            19,849
   Other income                                         4,664           72,504             3,944            15,800
                                             ----------------  ---------------   ---------------  ----------------

     Total Revenues                                    98,343          676,298            32,802            38,359
                                             ----------------  ---------------   ---------------  ----------------

EXPENSES

   General and administrative                         412,694        1,332,122           276,169           621,171
   Bad debt expense                                   333,717                -           114,519                 -
   Depreciation and amortization                       31,540           28,827            16,332            14,249
   Interest expense                                    82,910           65,241            18,963            11,617
   Loss on disposal of assets                           8,114                -             8,114                 -
                                             ----------------  ---------------   ---------------  ----------------

     Total Expenses                                   868,975        1,426,190           434,097           647,037
                                             ----------------  ---------------   ---------------  ----------------

LOSS FROM CONTINUING
 OPERATIONS                                          (770,632)        (749,892)         (401,295)         (608,678)

INCOME (LOSS) FROM
 DISCONTINUED OPERATIONS                               61,504       (2,381,136)          (18,021)         (978,653)

NET UNREALIZED LOSS ON
 INVESTMENTS                                         (392,897)               -                 -                 -
                                             ----------------  ---------------   ---------------  ----------------

CHANGE IN NET ASSETS                         $     (1,102,025) $    (3,131,028)  $      (419,316) $     (1,587,331)
                                             ================  ===============   ===============  ================

CHANGE IN NET ASSETS PER SHARE               $          (0.01) $         (0.06)  $         (0.00) $          (0.03)
                                             ================  ===============   ===============  ================
</TABLE>

         The accompany notes are an integral part of these consolidated
                             financial statements.

                                      -7-


<PAGE>

                 PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 For the Nine Months Ended
                                                                                        September 30,
                                                                            --------------------------------------
                                                                                   2001                2000
                                                                            ------------------  ------------------
<S>                                                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Change in net assets                                                     $       (1,102,025) $       (3,131,028)
   Adjustments to reconcile net loss to net cash used
    by operating activities:
     Depreciation and amortization                                                      38,770              28,827
     Bad debt expense                                                                  333,717                   -
     Loss on disposal of assets                                                          8,114                   -
     Gain on investment                                                                      -             (68,459)
     Unrealized loss on investments                                                    392,897                   -
     Stock issued for services                                                               -             216,000
   Change in operating assets and liabilities:
     (Increase) decrease in accounts and notes receivable                              (67,858)         (1,132,651)
     (Increase) decrease in related party receivable                                         -             (85,427)
     (Increase) decrease in prepaid expenses                                             2,704                   -
     (Increase) decrease in other assets                                                  (653)           (270,951)
     Increase (decrease) in accounts payable and accrued
      expenses                                                                         (20,841)            518,915
     Increase (decrease) in judgments payable                                         (190,000)                  -
     Increase (decrease) in discontinued operation reserve                             (60,046)                  -
                                                                            ------------------  ------------------

       Net Cash Used in Operating Activities                                          (665,221)         (3,924,774)
                                                                            ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of property and equipment                                                   (2,410)           (257,268)
   Purchase of investments                                                                   -            (720,846)
                                                                            ------------------  ------------------

       Net Cash Used in Investing Activities                                            (2,410)           (978,114)
                                                                            ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Due to shareholders                                                                       -              99,602
   Cash received on debentures and notes                                               412,500             519,500
   Cash received on subscriptions receivable                                            10,000              51,000
   Proceeds from stock offerings                                                       244,499           4,468,297
   Repayment of notes payable                                                                -            (313,022)
   Repurchase of stock                                                                       -             (93,951)
                                                                            ------------------  ------------------

       Net Cash Provided by Financing Activities                            $          666,999  $        4,731,426
                                                                            ------------------  ------------------
</TABLE>

         The accomoany notes are an integral part of these consolidated
                             financial statements.

                                      -8-



<PAGE>

                 PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   For the Nine Months Ended
                                                                                        September 30,
                                                                            --------------------------------------
                                                                                   2001                2000
                                                                            ------------------  ------------------
<S>                                                                         <C>                 <C>
NET INCREASE (DECREASE) IN CASH                                             $             (632) $         (171,462)

CASH, BEGINNING OF PERIOD                                                                2,513             190,581
                                                                            ------------------  ------------------

CASH, END OF PERIOD                                                         $            1,881  $           19,119
                                                                            ==================  ==================


SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION

   Interest paid                                                            $              156  $           28,885
   Income taxes paid                                                        $                -  $                -


SUPPLEMENTAL DISCLOSURE OF NON-CASH
 ACTIVITIES

   Common stock issued in conversion of
    debentures and interest                                                 $          451,169  $           26,497
   Common stock issued for services                                         $                -  $          168,000
   Common stock issued for investments                                      $                -  $          150,000
</TABLE>



   The accompanying notes are an integral part of these consolidated financial
                                   statements

                                       -9-

<PAGE>

                 PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
                          Notes to Financial Statements
                    September 31, 2001 and December 31, 2000


NOTE 1 -      BASIS OF FINANCIAL STATEMENT PRESENTATION

              The accompanying unaudited condensed financial statements have
              been prepared by the Company pursuant to the rules and regulations
              of the Securities and Exchange Commission. Certain information and
              footnote disclosures normally included in financial statements
              prepared in accordance with generally accepted accounting
              principles have been condensed or omitted in accordance with such
              rules and regulations. The information furnished in the interim
              condensed 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
              audited financial statements and notes thereto included in its
              December 31, 2000 Annual Report on Form 10-KSB. Operating results
              for the nine months ended September 30, 2001 are not necessarily
              indicative of the results that may be expected for the year ending
              December 31, 2001.

NOTE 2 -      GOING CONCERN

              As reported in the consolidated financial statements, the Company
              has an accumulated deficit (including unrealized losses) of
              approximately $11,968,000 at December 31, 2000. In addition, the
              Company is party to certain lawsuits that could have a material
              impact on the Company's operations. The Company also has certain
              debts that are in default. The Company's net assets (deficit) at
              December 31, 2000 was $790,039.

              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)
              enter into acquisition agreement with profitable entities with
              substantial operations. In addition, management is continually
              seeking to improve the operations and grow the business through a
              variety of venues. However, management cannot provide any
              assurances that the Company will be successful in accomplishing
              any of its plans.

              The ability of the Company to continue as a going concern is
              dependent upon its ability to successfully accomplish the plans
              described in the preceding

                                      -10-

<PAGE>

                 PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
                          Notes to Financial Statements
                    September 31, 2001 and December 31, 2000


              paragraph and eventually secure other sources of financing and
              attain profitable operations. The accompanying consolidated
              financial statements do not include any adjustments that might be
              necessary if the Company is unable to continue as a going concern.

NOTE 3 -      INVESTMENTS AND INVESTMENT VALUATION

              On September 15, 1998, the Company filed with the Securities and
              Exchange Commission to become a Business Development Corporation
              as defined under the Investment Act of 1940 in order to invest in
              real estate and eligible portfolio companies. This resulted in the
              Company becoming a specialized type of investment company.

              The investment valuation method adopted in 1982 provides for the
              Company's Board of Directors to be responsible for the valuation
              of the Company's investments (and all other assets). In the
              development of the Company's valuation methods, factors that
              affect the value of investees' securities, such as significant
              escrow provisions, trading volume and significant business changes
              are taken into account. These investments are carried at fair
              value using the following four basic methods of evaluation:

              a.  Cost - The cost method is based on the original cost to the
                  Company, adjusted for amortization of original issue discounts
                  and accrued interest for certain capitalized expenditures of
                  the corporation. Such method is to be applied in the early
                  stages of an investee's development until significant positive
                  or adverse events subsequent to the date of the original
                  investment require a change to another method.

              b.  Private market - The private market method uses actual or
                  proposed third party transactions in the investee's securities
                  as a basis for valuation, utilizing actual firm offers as well
                  as historical transactions, provided that any offer used is
                  seriously considered and well documented by the investee.

              c.  Public market - The public market method is the preferred
                  method of valuation when there is an established public market
                  for the investee's securities. In determining whether the
                  public market method is sufficiently established for valuation
                  purposes, the corporation is directed to examine the trading
                  volume, the number of shareholders and the number of market
                  makers in the investee's securities, along with the trend in
                  trading volume as compared to the Company's proportionate
                  share of the investee's securities. If the security is
                  restricted, the value is discounted at an appropriate rate.

              d.  Appraisal - The appraisal method is used to value an
                  investment position after analysis of the best available
                  outside information where there is no established public or
                  private market method which have restrictions as to their
                  resale as denoted in the schedule of investments are also
                  considered to be restricted securities.

                                      -11-

<PAGE>

                 PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
                          Notes to Financial Statements
                    September 31, 2001 and December 31, 2000



              All portfolio securities valued by the cost, private market and
              appraisal methods are considered to be restricted as to their
              disposition. In addition, certain securities valued by the public
              market method which have restrictions as to their resale as
              denoted in the schedule of investments are also considered to be
              restricted securities.

NOTE 4 -      OTHER SIGNIFICANT TRANSACTIONS AND EVENTS

              The Company has been advised by the Securities and Exchange
              Commission (the "Commission") that the Commission has entered into
              a formal investigation of the Company. The Company believes that
              the investigation concerns valuation issues, stock issuances,
              disclosure requirements and format requirements that are required
              by the Commission under the Investment Company Act of 1940 as they
              relate to the Company's election to become a Business Development
              Corporation. The Company is voluntarily cooperating with the
              investigation and certain officers have given their depositions.
              As of the date hereof, the investigation remains open. The
              potential liability or outcome of the investigation cannot
              currently be determined.

              The Company has formed new subsidiary corporations in the State of
              Nevada, under the names of: Broadleaf Capital Partners, Inc.,
              Broadleaf Asset Management, Inc., Broadleaf Financial Services,
              Inc. and Brand Asset Management, Inc. The Company has also changed
              the name of Broadleaf Asset Management, Inc. to Broadleaf
              Aerospace Systems, Inc.

              A Certificate of Assumed or Trade Name was filed in the State of
              Colorado to assume the name change to Broadleaf Capital Partners,
              Inc. and the Company is currently operating under said name.

              The Company has completed its internal due diligence and is
              awaiting final closure pending an independent audit and
              contingencies, to acquire Genesis Aviation/Aerospace Modworks,
              Inc., a twelve-year old aviation services company reporting $3.2
              million in annual revenues for its operating year 2000.

                                      -12-

<PAGE>

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS

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.

MANAGEMENT DISCUSSION

Peacock Financial Corporation (Company) is a venture capital fund that makes
direct investments in and provides management services to businesses that have
at least a one-year operating history, the original founding management, with
minimum annual revenues of $1.5 million. 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 2001 marked the continuance of assessing and consolidating
the Company's previous investments and operations.

Results of Operations - Three months ended September 30, 2001, compared to the
three months ended September 30, 2000.

Revenues. Revenues for the three months ended September 30, 2001, decreased by
$5,557 or 14% to $32,802 from $38,359 for the three months ended September 30,
2000. This decrease was primarily due to a decrease in gain on investments.

Expenses. Total expenses for the three months ended September 30, 2001,
decreased by $212,940 or 33% to $434,097 from $647,037 for the three months
ended September 30, 2000. General and administrative expenses for the three
months ended September 30, 2001, decreased by $345,002 or 56% to $276,169 from
$621,171 for the three months ended September 30, 2000. This decrease resulted
from reduced administrative and operating costs.

Results of Operations - Nine months ended September 30, 2001, compared to the
nine months ended September 30, 2000.

Revenues. There were revenues of $98,343 reported for the first nine months
ended September 30, 2001, as compared to $676,298 for the nine months ended
September 30, 2000. The decrease was primarily due to a decrease in fees charged
for investment banking services.

Expenses. Total expenses for the nine months ended September 30, 2001, decreased
by $557,215 or 39% to $868,975 from $1,426,190 for the nine months ended
September 30, 2000. General and administrative expenses for the nine months
ended September 30, 2001, decreased by $919,428 or 69% to $412,694 from
$1,332,122 for the nine months ended September 30, 2000. This decrease resulted
from reduced administrative and operating costs. Bad debt expense of $333,717
was primarily due to the write-off of an un-collectable receivable.

Changes in Financial Condition, Liquidity and Capital Resource.

For the nine months ended September 30, 2001, 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, 2001, the Company had
cash of $1,881.

                                       -13-

<PAGE>

                                   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.

                                   PEACOCK FINANCIAL CORPORATION

November 19, 2001                  /s/ Robert A. Braner
------------------                 --------------------
Date                               Robert A. Braner
                                   Interim President

November 19, 2001                  /s/ Donald E. Johnson
------------------                 ---------------------
Date                               Donald E. Johnson
                                   Chief Financial Officer

                                      -14-