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Securities and Exchange Commission


Washington, DC 20549





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FORM 10-Q





QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2002





Commission File No. 2-91651-D





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Broadleaf Capital Partners, Inc.





Nevada (State or other
jurisdiction of incorporation or organization)

87-0410039 (I.R.S.
Employer Identification Number)





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)





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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 $0.001 par
value

6,629,535 Shares Outstanding as
of June 30, 2002





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BROADLEAF CAPITAL PARTNERS, INC.


AND SUBSIDIARIES


(Formerly Peacock Financial Corporation)





REPORT ON FORM 10-Q





QUARTER ENDED JUNE 30, 2002





TABLE OF CONTENTS





Page NumberPART I.

FINANCIAL INFORMATIONITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)    
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2002, AND DECEMBER 31, 2001

3 & 4    
SCHEDULE OF INVESTMENTS

5 & 6    
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THREE MONTHS ENDED JUNE 30, 2002

7    
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001

8 & 9    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10ITEM 2.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

12PART II.

OTHER INFORMATION AND SIGNATURES

13 & 14




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BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES





CONSOLIDATED BALANCE SHEETS


June 30, 2002 and December 31, 2001








June 30, 2002

December 31, 2001(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents

$
520

$
764Accounts receivable, net





24,855Notes receivable, net


5,436


Total Current Assets


5,956


25,619FIXED ASSETS, NET


81,104


98,384OTHER ASSETSInvestments in limited partnerships


991,985


1,038,856Other assets


890


1,059Total Other Assets


992,875


1,039,915TOTAL ASSETS

$
1,079,935

$
1,163,918





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




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BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES





CONSOLIDATED BALANCE SHEETS (Continued)


June 30,
2002 and December 31, 2001








June 30, 2002


December 31, 2001(Unaudited)LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable


444,576



499,195Accounts payableofficers and directors






225,760Accrued expenses


192,568



181,789Accrued interest


223,742



176,638Judgments payable


1,031,243



2,083,300Notes payablecurrent portion


851,910



862,166Total Current Liabilities


2,744,039



4,028,848LONG-TERM DEBTNotes payablelong term


500,000



500,000NET LIABILITIES IN EXCESS OF THE ASSETS OF DISCONTINUED OPERATIONS


270,712



295,892Total Liabilities


3,514,751



4,824,740COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY (DEFICIT)Preferred stock: 10,000,000 shares authorized at $0.01 par value; 515,300 shares issued and outstanding


5,153



5,153Common stock: 250,000,000 shares authorized at $0.001 par value; 6,629,535 and 2,303,507 shares issued and outstanding,
respectively


6,630



2,304Additional paid-in capital


12,500,375



12,302,987Subscriptions receivable


(153,559
)


(347,337
)Accumulated deficit


(14,793,415
)


(15,623,929Total Stockholders Equity (Deficit)


(2,434,816
)


(3,660,822
)TOTAL LIABILITIES AND STOCKHOLDERS EQUITY(DEFICIT)

$
1,079,935


$
1,163,918








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




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BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES





SCHEDULE OF INVESTMENTS


June 30, 2002 and December 31, 2001





June 30, 2002Company

Description of Business

Number of Shares Owned (or %)


Cost

Fair Value(Unaudited)Canyon Shadows

Real estate

10
%

$
1,131,961

$
991,985
(e)IPO/Emerging Growth Company, LLC

Start-up

33
%


100,000


-0-
(f)San Diego Soccer Development

Dormant company

1,551,001



715,905


-0-
(f)Other



8,000



15,962


-0-
(f)Bio-Friendly Corporation

Start-up

437,500



180,000


-0-
(f)Las Vegas Soccer Development

Start-up

1,020,000



20,000


-0-
(f)Total






$
2,163,828

$
991,985December 31, 2001Canyon Shadows

Real estate

10
%

$
1,131,961

$
1,038,856
(e)IPO/Emerging Growth Company, LLC

Start-up

33
%


100,000


-0-
(a)San Diego Soccer Development

Soccer franchise

1,551,001



715,905


-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






$
2,163,828

$
1,038,856


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NoteAll of the above investments are considered non-income producing
securities.





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




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BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES





SCHEDULE OF INVESTMENTS (Continued)


June 30,
2002 and December 31, 2001





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

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

|c) |  | The fair value of restricted shares is determined in good faith by the Company based on a variety of factors, including recent and historical prices and other
recent transactions.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|d) |  | No public market for this security existscost method of valuation used.
|-- |  | ------------------------------------------------------------------------

|e) |  | The Companys board of directors has valued this investment at cost, less cash distributions to the Company from Canyon Shadows.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------

|f) |  | At December 31, 2001, the Companys board of directors determined that the Company is unlikely to recover its investments in these companies, and elected
to value the investments at zero. The board maintains the same opinion at June 30, 2002.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES





CONSOLIDATED STATEMENTS OF OPERATIONS





For the Six Months Ended June
30,


For the Three Months Ended June 30,2002


2001


2002


2001REVENUESInvestment banking income

$



$



$



$
Development income






220,713







220,713Interest income














Realized gain on investments














Other income


6,232



720



1,267



720Total Revenues


6,232



221,433



1,267



221,433EXPENSESGeneral and administrative


286,219



317,982



124,805



121,143Bad debt expense






219,198







80,402Depreciation and amortization


17,280



15,208



8,641



3,758Loss on disposal of assets














Total Expenses


303,499



552,388



133,446



205,303INCOME (LOSS) FROM OPERATIONS


(297,267
)


(330,955
)


(132,179
)


16,130OTHER INCOME (EXPENSE)Interest income






25,429







12,788Interest expense


(82,151
)


(63,947
)


(15,857
)


(32,983
)Gain on forgiveness of debt


1,184,752







1,136,952



Realized gain (loss) on investment






(86
)






Unrealized gain (loss) on investment






(392,675
)






(283,825
)Total Other Income (expense)


1,102,601



(431,279
)


1,121,095



(304,020
)NET INCOME (LOSS) FROM CONTINUING OPERATIONS


805,334



(762,234
)


988,916



(287,890
)INCOME (LOSS) FROM DISCONTINUED OPERATIONS


25,180



79,525



(2,409
)


(102
)NET INCOME (LOSS)


830,514



(682,709
)


986,507



(287,992
)OTHER COMPREHENSIVE GAINGain on treasury stock






1,072







(440
)NET COMPREHENSIVE INCOME (LOSS)

$
830,514


$
(681,637
)

$
986,507


$
(288,432
)





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




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BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES





CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)





For the Six Months Ended June
30,2002


2001CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss) from continuing operations

$
805,334


$
(762,234
)Adjustments to reconcile net loss to net cash used by operating activities:Depreciation and amortization


17,280



15,208Bad debt expense






219,198Loss on investment






392,761Gain on forgiveness of debt


(1,184,752
)


Discontinued operations:Net income (loss)


(4,820
)


79,525Depreciation and amortization






12,512Loss on disposal of assets






Gain on forgiveness of debt


30,000



Changes in operating assets and liabilities:(Increase) decrease in accounts and notes receivable


24,855



(325,816
)(Increase) decrease in notes receivablerelated party


(5,437
)


(18,124
)(Increase) decrease in other assets


169



639Increase (decrease) in accounts payable


(54,619
)


(44,410
)Increase (decrease) in other liabilities


(97,673
)


(134,315
)Increase (decrease) in discontinued operation, net liabilities


(25,180
)


(74,296
)Net Cash Used in Operating Activities


(494,843
)


(639,352
)CASH FLOWS FROM INVESTING ACTIVITIESReceipt of cash distributions on investment


46,871



Purchase of property and equipment






(2,410
)Net Cash Used in Investing Activities


46,871



(2,410
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from long-term borrowings


195,000



384,750Payment on long-term borrowings


(4,167
)


Receipt of subscription receivable


210,568



10,000Stock issued for cash


46,327



244,499Net Cash Provided by Financing Activities


447,728



639,249NET DECREASE IN CASH


(244
)


(2,513
)CASH, BEGINNING OF PERIOD


764



2,513CASH, END OF PERIOD

$
520


$









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




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BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES





CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)


June 30, 2002 and 2001


(Unaudited)





For the Six Months Ended June 30,2002

2001SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONInterest paid

$


$
156Income taxes paid

$


$
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIESCommon stock issued in conversion of debentures and interest

$
143,581

$
246,866





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




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BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


June 30, 2002 and 2001





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, 2001 Annual Report on Form 10-KSB. Operating results for the six months ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002.





NOTE 2GOING CONCERN





As reported in the consolidated financial statements, the Company has an accumulated deficit of approximately $14,800,000 as of June 30, 2002. The Company also has certain debts that are in default at June 30, 2002. The
Companys stockholders deficit at June 30, 2002 was $2,434,816, and its current liabilities exceeded its current assets by $2,738,083.





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





In March 2002, the shareholders of the Company approved changing the name of the Company to Broadleaf Capital Partners, Inc. and changing the state of domicile from
Colorado to Nevada. In addition, the shareholders approved a reverse stock split of 100 to 1.





During the period
ended June 30, 2002, the Company issued 3,115,903 shares of common stock to convert debt at conversion rates of $0.03 to $0.25 per share in accordance with provisions of convertible debenture agreements During the same period, the Company issued
1,210,124 shares of common stock for cash and subscriptions receivable at prices of $0.03 to $0.20 per share.





Subsequent to June 30, 2002, the Company issued 1,533,333 shares of common stock for cash and to convert debt.




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BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


June 30, 2002 and 2001




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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





Broadleaf Capital Partners, Inc. (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 second quarter of 2002 marked the continuance of assessing and consolidating the Companys previous investments and operations.





Results of OperationsThree months ended June 30, 2002, compared to the three months ended June 30, 2001.





Revenues.    Revenues for the three months ended June 30, 2002 decreased by $220,166 or 99% to
$1,267 from $221,433 for the three months ended June 30, 2001. This decrease was due to the return of assets being allocated to the balance sheet rather than the income statement.





Expenses.    Expenses for the three months ended June 30, 2002 decreased by $71,857 or 35% to $133,446 from $205,303 for the three months ended
June 30, 2001. General and administrative expenses for the three months ended June 30, 2002 increased by $3,662 or 3% to $124,805 from $121,143.





Results of OperationsSix months ended June 30, 2002, compared to the six months ended June 30, 2001.





Revenues.    Revenues for the six months ended June 30, 2002 decreased by $215,201 or 98% to $6,232 from $221,433 for the six months ended June 30, 2001. This decrease was due to the return of assets being
allocated to the balance sheet rather than the income statement.





Expenses.    Total
expenses for the six months ended June 30, 2002, decreased by $248,889 or 45% to $303,499 from $552,388 for the six months ended June 30, 2001. General and administrative expenses for the six months ended June 30, 2002, decreased by $31,763 or 10%
to $286,219 from $317,982 for the six months ended June 30, 2001. This decrease resulted from reduced administrative and operating costs.





Changes in Financial Condition, Liquidity and Capital Resource.





For the six months ended
June 30, 2002, the Company funded its operations and capital requirements partially with its own working capital and partially with proceeds from stock offerings. As of June 30, 2002, the Company had cash of $520.




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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.








BROADLEAF CAPITAL PARTNERS, INC./s/    ROBERT A.
BRANERRobert A. Braner Interim President





Date: August 19, 2002





/s/    LISA L.
MARTINEZLisa L. Martinez Corporate Secretary





Date: August 19, 2002




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Statement of Chief Executive Officer Regarding


Facts and Circumstances Relating to Exchange Act Filings





I, Robert A. Braner, state and certify as follows:





The financial
statements filed with the report on Form 10-QSB for the period ended June 30, 2002 fully comply with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 and that the information contained in said periodic report
fairly presents, in all material respects, the financial condition and results of operations of Broadleaf Capital Partners, Inc.





This Statement is submitted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.








/s/    ROBERT A. BRANER




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