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 March 31, 2003

                         Commission File No. 2-91651-D


                     Broadleaf Capital Partners, Inc.
                   -------------------------------------

            Nevada                          87-0410039
      ----------------            -----------------------------
(State or other jurisdiction of  (I.R.S. Employer Identification
incorporation or organization)               Number)

                 7341 W. Charleston Blvd, Suite 140
                         Las Vegas, NV 89117
                -----------------------------------
      (Address and zip code of principal executive offices)

                         (702) 736-1560
                    --------------------------
      (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                         [X] YES    [ ] NO

Indicate the number of shares outstanding of each of the registrant's   classes
of common stock, as of the latest practicable date.

         Common Stock             16,513,263 Shares Outstanding
       $0.001 par value              as of March 31, 2003



Traditional Small Business Disclosure Format (check one) Yes [ ] No [X]



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements................................. 4
       Balance Sheet (unaudited)............................ 5-6
       Statements of Operations (unaudited)................. 7
       Statements of Cash Flows (unaudited)................. 8
       Notes to Financial Statements........................ 9-15

Item 2. Management's Discussion and Analysis of Plan of Operation..16

Item 3. Controls and Procedures............................... 17


PART II. OTHER INFORMATION

Item 1. Legal Proceedings..................................... 17

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...................................................... 24





PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS

The unaudited financial statements of registrant for the three months ended
March 31, 2003, follow. As prescribed by item 310 of Regulation S-B, the
independent auditor has reviewed these unaudited interim financial statements
of the registrant for the three months ended March 31, 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

                          DECEMBER 31, 2002 AND 2001



<PAGE>




                                   CONTENTS


Independent Auditors'
Report.............................................3

Consolidated Balance
Sheets.............................................4

Consolidated Schedules of
Investments........................................6

Consolidated Statements of
Operations.........................................8

Consolidated Statements of Stockholders' Equity
(Deficit).........................................10

Consolidated Statements of Cash
Flows.............................................14

Notes to the Consolidated Financial
Statements........................................16

<PAGE>





                         INDEPENDENT AUDITORS' REPORT


Broadleaf Capital Partners, Inc. and Subsidiaries
Board of Directors
San Jacinto, California

We  have  audited  the  accompanying  consolidated  balance sheets of Broadleaf
Capital  Partners,  Inc. and Subsidiaries as of December  31,  2002  and  2001,
including the consolidated schedules of investments as of December 31, 2002 and
2001,  and  the related  consolidated  statements  of  operations,  changes  in
shareholders'  equity,  and  cash  flows for the years ended December 31, 2002,
2001, and 2000. These consolidated financial  statements are the responsibility
of the Company's management. Our responsibility  is  to  express  an opinion on
these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  auditing  standards generally
accepted in the United States of America. Those standards require  that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether the
financial  statements  are  free  of  material  misstatement. An audit includes
examining, on a test basis, evidence supporting the  amounts and disclosures in
the  financial  statements.  An  audit also includes assessing  the  accounting
principles  used and significant estimates  made  by  management,  as  well  as
evaluating the  overall  financial  statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

As explained in Notes 4 and 6, "investments" and "other investments" consist of
loans to and investments in small businesses  and limited partnerships totaling
$937,424  (97% of total assets) and $1,038,856 (89%  of  total  assets)  as  of
December 31,  2002 and 2001, respectively. The values of these investments have
been  estimated   by   the  Board  of  Directors  in  the  absence  of  readily
ascertainable market values.  However,  because  of the inherent uncertainty of
valuation, the Board of Directors' estimate of values  may differ significantly
from  the  values  that  would  have  been  used  had  a ready market  for  the
investments existed, and the differences could be material.

In our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the consolidated financial  position  of
Broadleaf Capital Partners, Inc. and Subsidiaries  as  of December 31, 2002 and
2001, and the consolidated results of their operations and their cash flows for
the years ended December 31, 2002, 2001, and 2000 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have  been prepared assuming
that the Company will continue as a going concern. As discussed  in  Note  2 to
the consolidated financial statements, the Company has a significant deficit in
working  capital,  has  a  deficit  in  stockholders'  equity  and has suffered
recurring losses to date, which raises substantial doubt about its  ability  to
continue  as  a  going concern. Management's plans with regard to these matters
are also described  in  Note  2.  The  consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
April 14, 2002
<PAGE>




              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                         Consolidated Balance Sheets


  <TABLE>
<CAPTION>
                                                           December 31,
<S>                                                       <C>          <C>
                                                          2002         2001
                                                       -------      -------
CURRENT ASSETS

   Cash                                                   $749         $764
   Accounts receivable, net (Note 3)                         -       24,855
   Prepaid expenses                                        367		  -
                                                       -------      -------
     Total Current Assets                                1,116       25,619
                                                       -------      -------
FIXED ASSETS, NET (Notes 3 and 5)                       20,022       98,384
                                                       -------      -------
OTHER ASSETS

   Investments in limited partnerships (Note 4)        937,424    1,038,856
   Other investments (cost - $1,031,867) (Note 6)  	     -           -
   Other assets                                            890        1,059
                                                       -------      -------
     Total Other Assets                                938,314    1,039,915
                                                       -------      -------
                                                      $959,452   $1,163,918
                                                       =======      =======


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                            December 31,
                                                          2002         2001

CURRENT LIABILITIES

   Accounts payable                                   $505,425     $499,195
   Accrued expenses - officers and directors           120,893       225760
   Accrued expenses                                    272,828      181,789
   Accrued interest                                    275,999       176638
   Judgments payable (Note 10)                       1,574,802      2083300
   Notes payable - current portion (Note 7)            850,944       862166
                                                       -------      -------
   Total Current Liabilities                         3,600,891    4,028,848
                                                       -------      -------
LONG-TERM DEBT

   Notes payable - long term (Note 7)                  500,000      500,000
                                                       -------      -------
NET LIABILITIES IN EXCESS OF THE ASSETS OF
                                                       311,813      295,892
                                                       -------      -------
   Total Liabilities                                 4,412,704    4,824,740
                                                       -------      -------
COMMITMENTS AND CONTINGENCIES (Note 10)

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;
     24,089,208 and 2,303,508 shares
     issued and outstanding, respectively               24,090        2,304
   Additional paid-in capital                       12,794,424   12,302,987
   Subscriptions receivable                                  -    (347,337)
   Accumulated deficit                            (16,276,919) (15,623,929)
                                                       -------      -------
     Total Stockholders' Equity (Deficit)          (3,453,252)  (3,660,822)
                                                       -------      -------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                       $959,452   $1,163,918
                                                       =======      =======
</TABLE>


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

                                       5





              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                           Schedule of Investments



<TABLE>
<CAPTION>

<S>                 <C>              <C>           <C>          <C>  <C>
          December 31, 2002

                                     Number of
                   Description of   Shares Owned              Fair
Company            Business            (or %)     Cost       Value

Canyon Shadows     Real estate        	10%    $1,131,961   $937,424 (e)

IPO/Emerging Growth
 Company, LLC      Start-up             33%       100,000      -     (e)

San Diego Soccer
 Development       Dormant company     350,000    164,658      -     (e)

Solutions Media    Other               800,000     15,962      -

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

Las Vegas Soccer
 Development       Start-up          1,020,000     20,000      -     (e)
                                    		  -------    -------
                                   	       $1,612,581   $937,424
                                       		  -------    -------

          December 31, 2001

Canyon Shadows     Real estate        	10%    $1,131,961 $1,038,856 (d)

IPO/Emerging Growth
  Company, LLC     Start-up           	33%       100,000	-    (a)

San Diego Soccer   Soccer
  Development      Franchise         1,551,001    715,905	-    (c)

Solutions Media    Other               800,000     15,962	-    (b)

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

Las Vegas Soccer
  Development      Start-up          1,020,000     20,000	-    (d)
                                   		  -------    -------
                                	       $2,163,828 $1,038,856
                                		  -------    -------
</TABLE>


              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                     Schedule of Investments (Continued)


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

The aggregate gross unrealized depreciation  for 2002 and 2001 are $675,157 and
$1,124,972, respectively.

(a)  Non-public  company,  represents  ownership  in  an  LLC,  fair  value  is
determined in good faith by the Company's Board of Directors 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's  Board  of  Directors based on a variety of factors, including recent
and historical prices and other recent transactions.

(d) The Company's Board  of  Directors has valued this investment at cost, less
cash distributions to the Company from Canyon Shadows.

(e) At December 31, 2002, the  Company's Board of Directors determined that the
Company is unlikely to recover its  investments in these companies, and elected
to value the investments at zero.


				7



            BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                     Consolidated Statements of Operations




<TABLE>
<CAPTION>

<S>                                	      <C>           <C>          <C>
                                 		    For the Year Ended
                                   			December 31,
                                                2002        2001        2000

INVESTMENT REVENUE

   Management consulting fees                     $-          $-    $525,000
   Property management and
    administrative income                          -           -      12,525
   Website development                             -           -     104,900
   Other income                               10,226      15,125     122,389
                                             -------     -------     -------
     Total Revenues                           10,226      15,125     764,814
                                             -------     -------     -------
EXPENSES

   General and administrative                927,470   2,519,661   2,827,709
   Bad debt expense                                -     500,541   1,536,998
   Depreciation and amortization              34,560      40,182      38,776
                                             -------     -------     -------
     Total Expenses                          962,030   3,060,384   4,403,483
                                             -------     -------     -------
NET INVESTMENT LOSS                        (951,804) (3,045,259) (3,638,669)
                                             -------     -------     -------
OTHER INCOME (EXPENSE)

   Gain on forgiveness of debt               659,166           -           -
   Interest income                                 -      26,062      11,969
   Interest expense                        (353,069)   (167,934)   (918,756)
   Realized gain on investments               52,441           -     512,150
   Unrealized loss on investments                  -   (394,289)   (621,108)
   Loss on disposition of assets            (43,803)    (43,324) (1,809,200)
                                             -------     -------     -------
   Total Other Income (Expense)              314,735   (579,485) (2,824,945)
                                             -------     -------     -------
LOSS FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES AND
                                           (637,069) (3,624,744) (6,463,614)

Income taxes (Note 2)                              -           -           -
                                             -------     -------     -------
LOSS FROM CONTINUING OPERATIONS            (637,069) (3,624,744) (6,463,614)
                                             -------     -------     -------
LOSS FROM DISCONTINUED
 OPERATIONS NET OF ZERO TAX EFFECT
 (Note 15)                                  (15,921)    (30,342) (2,152,714)
                                             -------     -------     -------
NET LOSS                                   (652,990) (3,655,086) (8,616,328)
                                             -------     -------     -------
OTHER COMPREHENSIVE LOSS

   Loss on treasury stock                          -           -   (274,287)
   Dividends                                (71,982)    (22,479)    (22,812)
                                             -------     -------     -------
NET COMPREHENSIVE LOSS                   $(724,972) $(3,677,565) $(8,913,427)
                                             =======     =======     =======
</TABLE>

				8



              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
              Consolidated Statements of Operations (Continued)


<TABLE>
<CAPTION>

<S>      <C>                           <C>          <C>      <C>
                          		     For the Year Ended
                          			December 31,
                                        2002       2001      2000

BASIC LOSS PER SHARE

   Continuing operations             $(0.04)    $(2.76)  $(12.76)
   Discontinued operations            (0.00)     (0.02)    (4.25)

   Basic Loss Per Share              $(0.04)    $(2.78)  $(17.01)
				     =======	=======	 ========
WEIGHTED AVERAGE NUMBER OF
                                  17,657,498  1,313,955   505,551
				  ==========  =========  ========
</TABLE>


              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
     Consolidated Statements of Stockholders' Equity (Deficit)
                          December 31, 2002 and 2001




<TABLE>
<CAPTION>

<S> <C>                                <C>     <C>        <C>    <C>         <C>           <C>         <C>

                                                                          Additional
                                    Preferred Stock      Common Stock       Paid-in  Subscriptions Accumulated
                                     Shares  Amount     Shares   Amount     Capital    Receivable     Deficit
                                    ------- -------     ------- -------     -------     -------      -------
Balance,
 December 31, 1999                  670,300   6,703     378,106    $378  $5,495,001   $(327,055)  (3,078,228)

Common stock issued
 for cash and subscription
 receivable                               -       -     223,308     223   4,617,973    (158,001)            -

Common stock issued
 for services                             -       -      12,820      13     248,387            -            -

Common stock issued on
 conversion of debentures                 -       -     145,772     146     619,145            -            -

Common stock issued
 for investments                          -       -       8,000       8     169,992            -            -

Common stock issued in
 lieu of interest                         -       -          62       -       6,208            -            -

Common stock issued in
 conversion of preferred
 stock                            (125,000) (1,250)       1,250       1       1,249            -            -

Accrued dividends                         -       -           -       -    (22,812)            -            -

Stock offering costs                      -       -           -       -   (202,325)            -            -

Cash received on
 subscriptions receivable                 -       -           -       -           -      199,000            -

Additional interest
 recorded on convertible
 debentures                               -       -           -       -     534,000            -            -
                                    ------- -------     ------- -------     -------      -------      -------
Balance Forward                     545,300  $5,453     769,318    $769 $11,466,818   $(286,056) $(3,078,228)
                                    ------- -------     ------- -------     -------      -------      -------


                                                                          Additional
                                    Preferred Stock      Common Stock       Paid-in  Subscriptions Accumulated
                                     Shares  Amount     Shares   Amount     Capital    Receivable     Deficit
                                    ------- -------     ------- -------     -------     -------      -------
Balance Forward                     545,300  $5,453     769,318    $769 $11,466,818   $(286,056) $(3,078,228)

Unrealized loss on
 treasury stock                           -       -           -       -           -            -     (69,222)

Realized loss on
 treasury stock                           -       -           -       -           -            -    (205,065)

Net loss for the year
 ended December 31, 2000                  -       -           -       -           -            -  (8,616,328)
                                    ------- -------     ------- -------     -------      -------      -------
Balance,
December 31, 2000                   545,300  $5,453     769,318    $769 $11,466,818   $(286,056) $(3,078,228)

Debentures converted
 to common stock                          -       -   1,005,298   1,005     512,907      (4,000)            -

Common shares issued
 for cash                                 -       -     321,767     322     260,912            -            -

Common shares issued
 for subscriptions
 receivable                               -       -     210,750     211      84,526     (84,737)            -

Cash received on
 subscriptions receivable                 -       -           -       -           -       27,455            -

Preferred shares cancelled         (20,000)   (200)           -       -         200            -            -

Preferred shares converted
 to common shares on
 1-for-1 basis                     (10,000)   (100)         100       1          99            -            -

Common shares cancelled                   -       -     (3,725)     (4)           4            -            -
                                    ------- -------     ------- -------     -------      -------      -------
Balance Forward                     515,300  $5,153   2,303,508  $2,304 $12,325,466   $(347,338) $(11,968,843)
                                    ------- -------     ------- -------     -------      -------      -------



                                                                          Additional
                                    Preferred Stock      Common Stock       Paid-in  Subscriptions Accumulated
                                     Shares  Amount     Shares   Amount     Capital    Receivable     Deficit
                                    ------- -------     ------- -------     -------     -------      -------
Balance Forward                     515,300  $5,153   2,303,508  $2,304 $12,325,466   $(347,338) $(11,968,843)

Dividends accrued on
 preferred shares                         -       -           -       -    (22,479)           -            -

Net loss for the year
 ended December 31, 2001                  -       -           -       -           -           -  (3,655,086)
                                    ------- -------     ------- -------     -------     -------      -------
Balance
 December 31, 2001                  515,300  $5,153   2,303,508  $2,304 $12,302,987   $(347,338) $(15,623,929)

Cash received on
 subscription receivable                  -       -           -       -           -      10,068            -

Common stock issued for
 cash and subscription
 receivable                               -       -  11,169,091  11,169     134,989    (21,000)            -

Reduction of debt for
 stock subscription                       -       -           -       -           -     200,500            -

Common stock issued for
 services                                 -       -   1,979,669   1,980      19,756           -            -

Common stock issued on
 conversion of debt                       -       -   8,636,945   8,637     224,746           -            -

Accrued dividends                         -       -           -       -    (76,197)           -            -

Beneficial conversion
 accrual on debentures                    -       -           -       -     175,000           -            -
                                    ------- -------     ------- -------     -------     -------      -------
Balance Forward                     515,300  $5,153  24,089,213 $24,090 $12,781,281   $(157,770) $(15,623,929)
                                    ------- -------     ------- -------     -------     -------      -------


                                                                          Additional
                                    Preferred Stock      Common Stock       Paid-in  Subscriptions Accumulated
                                     Shares  Amount     Shares   Amount     Capital    Receivable     Deficit
                                    ------- -------     ------- -------     -------     -------      -------
Balance Forward                     515,300  $5,153  24,089,213 $24,090 $12,781,281   $(157,770) $(15,623,929)

Fair market value of
 warrants                                 -       -           -       -      13,143           -            -

Allowance for
 uncollectible subscriptions              -       -           -       -           -     157,770            -

Net loss for the year ended
 December 31, 2002                        -       -           -       -           -           -     (652,990)
                                    ------- -------     ------- -------     -------     -------      -------
Balance,
 December 31, 2002                  515,300  $5,153  24,089,208 $24,090 $12,794,424           -  $(16,276,919)
                                    ------- -------     ------- -------     -------     -------      -------



</TABLE>


					13



              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                    Consolidated Statements of Cash Flows
                          December 31, 2002 and 2001


<TABLE>
<CAPTION>

<S> <C>                                                                 <C>            <C>          <C>

                                                             		    For the Year Ended
                                                             			December 31,
                                                                        2002           2001         2000
                                                                       -------        -------      -------
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss from continuing operations                               $(637,069) $(3,624,744) $(6,463,614)
   Adjustments to reconcile net loss to net cash
    used by operating activities:
     Depreciation and amortization                                       34,560       40,182       38,776
     Allowance for uncollectible subscription receivable                157,769            -            -
     Beneficial conversion costs                                        175,000            -            -
     Warrants issued below market                                        13,143            -            -
     Bad debt expense                                                         -      500,541    1,536,998
     Loss on disposal of assets                                          43,802       43,324    1,809,200
     Loss on investments, net                                                 -      394,289      108,958
     Judgment-related expenses (gains)                                (508,498)    2,083,300            -
     Additional interest on convertible debentures                            -            -      534,000
     Common stock issued for services                                    21,736            -      248,400
   Discontinued operations:
     Net loss                                                          (15,921)     (30,342)  (2,152,714)
     Depreciation and amortization                                            -        9,640        6,683
     Bad debts                                                                -            -        9,987
   Changes in operating assets and liabilities:
     (Increase) decrease in accounts and notes receivable                24,855        2,145       19,828
     (Increase) decrease in notes receivable - related party                  -            -    (185,476)
     (Increase) decrease in other assets                                  (198)        5,146         (62)
     Increase (decrease) in accounts payable                              6,230       25,698      314,224
     Increase (decrease) in other liabilities                           214,414      256,976      671,006
     Increase (decrease) in discontinued operation reserve               15,921      (9,163)      288,385
                                                                        -------      -------      -------
       Net Cash Used in Operating Activities                          (454,256)    (303,008)  (3,215,421)
                                                                        -------      -------      -------
CASH FLOWS FROM INVESTING ACTIVITIES

Funds received from investments                                         101,432            -            -
Purchase of licensing rights                                                  -            -    (150,000)
   Purchase of investments                                                    -            -    (181,543)
   Notes receivable - advances                                                -    (399,930)  (1,189,611)
   Notes receivable - received                                                -            -       30,343
   Purchase of property and equipment                                         -            -    (193,149)
                                                                        -------      -------      -------
       Net Cash Used in Investing Activities                            101,432    (399,930)  (1,683,960)
                                                                        -------      -------      -------
CASH FLOWS FROM FINANCING ACTIVITIES

   Repayment of notes payable                                          (10,417)            -    (306,590)
   Proceeds from long-term borrowings                                   228,000      412,500      843,500
   Repurchase of stock                                                        -            -    (282,467)
   Stock offering costs                                                       -            -    (202,325)
   Receipt of subscription receivable                                    10,068       27,455      199,000
   Stock issued for cash                                                125,158      261,234    4,460,195
                                                                        -------      -------      -------
     Net Cash Provided by Financing Activities                         $352,809     $701,189   $4,711,313
                                                                        -------      -------      -------

NET DECREASE IN CASH                                                      $(15)     $(1,749)   $(188,068)
CASH, BEGINNING OF YEAR                                                     764        2,513      190,581
                                                                        -------      -------      -------
CASH, END OF YEAR                                                          $749         $764       $2,513
                                                                        -------      -------      -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION

    Interest paid                                                      $      -     $    472     $357,123
    Income taxes paid                                                  $      -     $      -     $      -

SUPPLEMENTAL DISCLOSURE OF NON-CASH
   ACTIVITIES

   Common stock issued in conversion
    of debentures and interest                                         $233,383     $509,912     $625,499
   Common stock issued for services                                    $ 21,736     $      -     $248,400
   Common stock issued for investments                                 $      -     $      -     $170,000
   Purchase of fixed assets through issuance of notes payable          $      -     $      -     $ 31,195
</TABLE>







              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2002 and 2001

NOTE 1 -COMPANY BACKGROUND

        The  consolidated  financial  statements  include  those  of  Broadleaf
        Capital Partners, Inc., a Nevada  company, (Broadleaf), and its wholly-
        owned  subsidiaries,  Peacock  Real  Estate   Development   Corporation
        (PREDC), Peacock International Corporation (PIC), DotCom Ventures,  LLC
        (DotCom), Peacock Sports, Inc. (PSI), Broadleaf Asset Management (BAM),
        Broadleaf Financial Services (BFS), and Brand Asset Management (Brand).
        The  consolidated  financial statements also include its majority-owned
        subsidiaries, Bay Area Soccer Development Corporation (Bay Area) (70%),
        Orange County Soccer  Development Corporation (Orange) (70%), Riverside
        County   Soccer  Development   Corporation   (Riverside)   (53%),   and
        iNetPartners,  Inc.  (iNet)  (51%).  Collectively, they are referred to
        herein as "the Company".

        PREDC, a wholly-owned subsidiary, was  originally  formed  on  July 29,
        1993.  On October 22, 1999, the name was changed from Peacock Financial
        Corporation   (California)   to   Peacock   Real   Estate   Development
        Corporation. PREDC has had no significant operations since inception.

        PIC, a wholly-owned subsidiary, was formed on December 8, 1997.  It has
        had  no  operations  to  date,  but  was  formed to invest and trade in
        securities on an international basis.

        DotCom was organized on July 23, 1999. Peacock acquired its initial 50%
        ownership with an initial investment of $112,203.  On  January 5, 2000,
        the Company acquired the remaining 50% ownership by granting options to
        acquire a total of 500,000 restricted common shares of the  Company  at
        $0.10 per share. DotCom was organized for the purposes of conducting an
        internet production company and to consult start-up and emerging growth
        companies  with  their  internet  strategies.  During  the  year  ended
        December 31, 2001, DotCom had no significant operations.

        PSI was incorporated in January 2000 to hold and manage investments  in
        professional  sports.  As  of December 31, 2001, PSI had no significant
        operations.

        In January 2000, the Company  acquired  an  85%  ownership interest for
        $50,000 cash in Orange County Soccer Development Corporation  (Orange).
        The investment was recorded as a purchase. At December 31, 2001, Orange
        discontinued operations (Note 15).

        In  February  2000, the Company acquired an 85% ownership interest  for
        $100,000 cash in  Bay  Area  Soccer Development Corporation (Bay Area).
        The investment was recorded as  a  purchase.  At December 31, 2001, Bay
        Area discontinued its operations (Note 15).

        In  February  2000,  the Company acquired a 53% ownership  interest  in
        Riverside County Soccer Development Corporation (Riverside) for $6,000.
        The investment was recorded  as  a  purchase.  At  December  31,  2001,
        Riverside discontinued its operations (Note 15).

        Broadleaf  holds  a  51% interest in iNet as of December 31, 2001. iNet
        was organized under the laws of the State of California on December 15,
        1999 with the intent to  develop  Internet  e-commerce applications for
        both the new and used automotive markets. As of December 31, 2001, iNet
        had no significant operations.

        Broadleaf's  remaining  subsidiaries, BAM, BFS,  and  Brand,  were  all
        incorporated in 2001. These  subsidiaries  have  had  no  operations to
        date,  but  were  formed  with the intent to help forward the Company's
        business strategy in 2002.

        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.  Simultaneously, the Company
        registered an offering circular with the SEC  for  13,000,000 shares of
        common stock under Regulation E of the Investment Act  to raise capital
        and  to  make  investments  in  real  estate  and in eligible portfolio
        companies. The Company participates in the formation  of,  and  invests
        in, emerging or early-stage companies in various fields of business  by
        arranging   for  and  contributing  capital  and  providing  management
        assistance.

NOTE 2 - GOING CONCERN

        As reported in  the  consolidated financial statements, the Company has
        an accumulated deficit  of  $16,276,919  and $15,623,929 as of December
        31,  2002  and  2001,  respectively.  The Company  incurred  losses  of
        $652,990 and $3,655,086 for the years ended December 31, 2002 and 2001,
        respectively. The Company also has certain debts that are in default at
        December 31, 2002. The Company's stockholders'  deficit at December 31,
        2002  and  2001  was $3,453,252 and $3,660,822, respectively,  and  its
        current liabilities  exceeded  its  current  assets  by  $3,599,775 and
        $4,003,229, respectively.

        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 ability of  the Company to continue as a going concern is dependent
        upon its ability  to successfully accomplish the plans described in the
        preceding 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 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        A summary of the significant accounting policies  consistently  applied
        in   the   preparation   of  the  accompanying  consolidated  financial
        statements follows:

        a. Accounting Method

        Broadleaf  Capital  Partners,   Inc.  (the  Company)  is  a  closed-end
        management investment company organized  as  a  Nevada corporation. The
        Company has elected to be regulated as a business  development  company
        under the Investment Company Act of 1940, as amended (the 1940 Act).

        Although  business development companies should prepare their financial
        statements  in conformity with accounting principles generally accepted
        in the United  States of America, and are subject to audit as are other
        investment companies,  the statement presentation of some companies may
        need  to  be tailored to present  the  information  in  a  manner  most
        meaningful  to  their  particular  group  of investors. Since debt is a
        significant item, the Company concluded that  a  balance sheet would be
        more  appropriate  than  a statement of net assets. Also,  the  Company
        believes Article 5 of Regulation S-X applies.

        b. Fixed Assets

        Fixed assets are recorded  at cost. Major additions and improvement are
        capitalized. The cost and related accumulated depreciation of equipment
        retired or sold are removed  from  the  accounts  and  any  differences
        between  the  undepreciated  amount and the proceeds from the sale  are
        recorded as gain or loss on sale  of  assets.  Depreciation is computed
        using the straight-line method over the estimated  useful  life  of the
        assets as follows:

                            Description     Estimated Useful Life

                     Furniture and fixtures	5 to 7 years
                     Computers and software     5 years
                     Automobiles            	5 years

        c. Basic and Diluted Loss Per Share

                                         2002          2001

        Loss (numerator)            $  (652,990)  $(3,655,086)
        Shares (denominator)         17,657,498     1,313,955

        Per share amount            $     (0.04)  $     (2.78)

        The  computations of basic loss per share of common stock are based  on
        the weighted  average  number  of  common shares outstanding during the
        period  of  the  consolidated  financial   statements.   Common   stock
        equivalents,  consisting of convertible debt and preferred shares, have
        not been included  in  the  calculation as their effect is antidilutive
        for the periods presented.

        d. Change in Accounting Principles

        In April 2002, the FASB issued  Statement  No.  145 "Rescission of FASB
        Statements No. 4, 44, and 62, Amendment of FASB Statement  No.  13, and
        Technical  Corrections"  (SFAS  145).  SFAS  145 will require gains and
        losses on extinguishments of debt to be classified  as  income  or loss
        from  continuing  operations  rather  than  as  extraordinary  items as
        previously  required  under Statement of Financial Accounting Standards
        No. 4 (SFAS 4).  Extraordinary  treatment  will be required for certain
        extinguishments as provided in APB Opinion No. 30. SFAS 145 also amends
        Statement of Financial Accounting Standards  No.  13 to require certain
        modifications  to  capital  leases  be treated as a sale-leaseback  and
        modifies the accounting for sub-leases when the original lessee remains
        a  secondary  obligor  (or  guarantor).   SFAS  145  is  effective  for
        financial statements issued after May 15, 2002, and with respect to the
        impact of the reporting requirements  of  changes  made  to  SFAS 4 for
        fiscal  years  beginning  after  May  15,  2002.  The  adoption  of the
        applicable  provisions  of  SFAS  145  did  not  have  an effect on our
        consolidated financial statements.

        In June 2002, the FASB issued Statement No. 146, "Accounting  for Costs
        Associated  with  Exit  or  Disposal  Activities."  SFAS  146 nullifies
        Emerging  Issues  Task Force Issue No. 94-3 "Liability Recognition  for
        Certain Employee Termination  Benefits  and  Other  Costs  to  Exit  an
        Activity  (including Certain Costs Incurred in a Restructuring)."  SFAS
        146 applies  to  costs  associated  with an exit activity that does not
        involve an entity newly acquired in a  business  combination  or with a
        disposal activity covered by SFAS 144.  SFAS 146 is effective for  exit
        or disposal activities that are initiated after December 31, 2002, with
        earlier application encouraged. We are currently reviewing SFAS 146 and
        intend to implement it no later than January 1, 2003.

        In  October  2002,  the  FASB issued Statement No. 147 "Acquisitions of
        Certain Financial Institutions - an amendment of FASB Statements No. 72
        and 144 and FASB Interpretation  No.  9"  (SFAS 147).  SFAS 147 removes
        acquisitions of financial institutions from the scope of both Statement
        72  and  Interpretation  9  and  requires  that those  transactions  be
        accounted  for  in accordance with FASB Statements  No.  141,  Business
        Combinations, and  No. 142, Goodwill and Other Intangible Assets. Thus,
        the requirement in paragraph  5  of  Statement  72  to  recognize  (and
        subsequently  amortize)  any  excess  of  the fair value of liabilities
        assumed  over  the fair value of tangible and  identifiable  intangible
        assets acquired as an unidentifiable intangible asset no longer applies
        to acquisitions  within  the scope of this Statement. In addition, this
        Statement amends FASB Statement  No. 144, Accounting for the Impairment
        or Disposal of Long-Lived Assets,  to  include  in  its scope long-term
        customer-relationship intangible assets of financial  institutions such
        as  depositor- and borrower-relationship intangible assets  and  credit
        cardholder intangible assets. Consequently, those intangible assets are
        subject  to  the  same  undiscounted  cash flow recoverability test and
        impairment loss recognition and measurement  provisions  that Statement
        144 requires for other long-lived assets that are held and  used.  SFAS
        147  is  effective  October  1,  2002.   The adoption of the applicable
        provisions  of  SFAS  147 did not have an effect  on  our  consolidated
        financial statements.

        In December 2002, the FASB  issued  Statement  No.  148 "Accounting for
        Stock-Based Compensation - Transition and Disclosure  - an amendment of
        FASB  Statement  No.  123"  (SFAS  148).   SFAS 148 provides  alternate
        methods of transition for a voluntary change  to  the  fair value based
        method  of  accounting  for  stock-based  employee  compensation.    In
        addition,   this   Statement  amends  the  disclosure  requirements  of
        Statement 123 to require  prominent  disclosures  in  both  annual  and
        interim  financial statements about the method of accounting for stock-
        based employee  compensation  and  the  effect  of  the  method used on
        reporting  results.   SFAS 148 is effective for fiscal years  beginning
        after December 15, 2003.  We are currently reviewing SFAS 148.

        e. Principles of Consolidation

        The  consolidated  financial  statements  include  those  of  Broadleaf
        Capital Partners, Inc.,  a  Nevada  corporation,  and  its wholly-owned
        subsidiaries, Peacock Real Estate Development Corporation  (California)
        (PREDC),  Peacock  International  Corporation  (Bahamas) (PIC),  DotCom
        Ventures,  LLC  (DotCom), Peacock Sports, Inc. (PSI),  Broadleaf  Asset
        Management (BAM),  Broadleaf  Financial Services (BFS), and Brand Asset
        Management (Brand). They also include  the majority owned subsidiaries,
        Bay Area Soccer Development Corporation (Bay Area) (80%), Orange County
        Soccer Development Corporation (Orange)  (85%), Riverside County Soccer
        Development  Corporation (Riverside) (53%),  and  iNet  Partners,  Inc.
        (iNet) (51%).  All  significant  intercompany accounts and transactions
        have been eliminated.

        f. Estimates

        The preparation of financial statements  in  conformity with accounting
        principles generally accepted in the United States  of America requires
        management to make estimates and assumptions that affect  the  reported
        amounts  of  assets and liabilities and disclosure of contingent assets
        and liabilities  at  the  date  of  the  financial  statements  and the
        reported  amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.

        g. Provision for Taxes

        Deferred taxes  are provided on a liability method whereby deferred tax
        assets  are  recognized   for   deductible  temporary  differences  and
        operating  loss  and  tax  credit  carryforwards   and   deferred   tax
        liabilities   are   recognized   for   taxable  temporary  differences.
        Temporary differences are the differences  between the reported amounts
        of assets and liabilities and their tax bases.  Deferred tax assets are
        reduced by a valuation allowance when, in the opinion of management, it
        is more likely than not that some portion or  all  of  the deferred tax
        assets  will not be realized.  Deferred tax assets and liabilities  are
        adjusted  for  the effects of changes in tax laws and rates on the date
        of enactment.

        Net deferred tax  assets  consist  of  the  following  components as of
        December 31, 2002 and 2001:
						      December 31
						     -------------
                                                   2002          2001
						-----------  -----------
        Deferred tax assets:
            NOL Carryover                      $ 6,316,700   $4,610,850

        Deferred tax liabilities:
            Related Party                         (331,100)           -

        Valuation allowance                     (5,985,600)  (4,610,850)
						-----------  -----------
        Net deferred tax asset                 $         -   $        -
						===========  ===========

        The  income  tax  provision  differs  from  the  amount  of income  tax
        determined  by  applying  the  U.S.  federal income tax rate to  pretax
        income from continuing operations for the years ended December 31, 2002
        and 2001 due to the following:
						      December 31
						     -------------
                                                   2002          2001
						-----------  -----------

        Book loss                              $   225,625   $1,334,853
        Stock for services/options expense          (8,480)           -
        Other                                       18,295     (395,774)
        Judgments                                  (18,190)    (747,282)
        Related Parties                              8,650     (129,107)
        Valuation allowance                       (225,900)     (62,690)
						-----------  -----------
                                               $         -   $        -
						===========  ===========

        At December 31, 2002, the Company had  net operating loss carryforwards
        of approximately $16,202,000 that may be  offset against future taxable
        income  from  the  year 2002 through 2022.  No  tax  benefit  has  been
        reported  in the December  31,  2002  financial  statements  since  the
        potential tax  benefit  is  offset by a valuation allowance of the same
        amount.

        Due to the change in ownership  provisions  of  the  Tax  Reform Act of
        1986, net operating loss carryforwards for Federal income tax reporting
        purposes  are  subject  to  annual  limitations.   Should  a change  in
        ownership occur, net operating loss carryforwards may be limited  as to
        use in future years.

        h. Advertising

        The Company follows the policy of charging the costs of advertising  to
        expense as incurred.

        i. Revenue Recognition

        The  Company receives shares in certain companies for providing capital
        and investment  services.  The  Company  records  management consulting
        income based on the fair value of the shares received.

        j. Accounts and Notes Receivable

        Accounts  and  notes  receivable  are  shown  net  of an allowance  for
        doubtful accounts of $2,075,798 and $2,068,387 as of  December 31, 2002
        and 2001, respectively.

        k. Investment Valuation

        The  Company's loans, net of participations and any unearned  discount,
        are considered  investments under the 1940 Act and are recorded at fair
        value. Since no ready  market exists for these loans, the fair value is
        determined in good faith  by the Board of Directors. In determining the
        fair value, the Company and Board of Directors consider factors such as
        the financial condition of the borrower, the adequacy of the collateral
        and individual credit risks.

        Investments  in  equity  securities   are   recorded   at  fair  value,
        represented   as  cost,  plus  or  minus  unrealized  appreciation   or
        depreciation, respectively.  The  carrying  values  of investments that
        have no readily-determinable market values are determined  by the Board
        of Directors, based upon its analysis of the assets and revenues of the
        underlying investee companies.

        Because  of  the  inherent  uncertainty  of  valuations,  the Board  of
        Directors'  estimates  of  the  values  of  the  investments may differ
        significantly from the values that would have been  used  had  a  ready
        market  for  the  investments  existed  and  the  differences  could be
        material.

        l. Reclassifications

        Certain  reclassifications  have  been  made to prior year balances  to
        conform with the current year presentation.

        m. Restricted Securities

        All  investments in securities are restricted  shares,  and  have  been
        valued by the Board of Directors. In determining investment values, the
        Board  considers  many  pertinent  factors,  including  the  results of
        operations of each company.



NOTE 4 - INVESTMENTS IN LIMITED PARTNERSHIPS

        During  1987, the Company formed a limited partnership agreement  where
        the Company  is  the  general  partner,  holding  a  15%  interest. The
        partnership was formed to acquire and develop approximately  500  acres
        of  land  in  San  Jacinto,  California.  The  general  partner was not
        required  to  make  an  initial capital contribution, thus the  initial
        investment was recorded at  $0.  The  Board of Directors has determined
        that this investment is unlikely to produce  income in the near future,
        and has valued the investment at $0 as of December 31, 2002.

        On  June  29,  1992,  the  Company acquired an interest  in  a  limited
        partnership. The partnership intends to seek out and consummate certain
        real-estate investment opportunities.  The  Company acts as the general
        partner and holds a 1% interest in the partnership.  As of December 31,
        2001,  the  Company  had  recognized  no  income  or  losses  from  its
        investment  in  this partnership. The Board of Directors has determined
        that this investment  is  unlikely to produce income and has valued the
        investment at $0 as of December 31, 2002 and 2001.

        In  December  1995, the Company  acquired  an  interest  in  a  limited
        liability company.  The  LLC's intent is to acquire and develop certain
        residential subdivisions.  The  Company  retains a 50% ownership in the
        limited liability company. The Company's Board  of Directors determined
        this investment was unlikely to produce income in  the near future, and
        has valued the investment at $0 at December 31, 2002 and 2001.

        During 1995, the Company received a $975,000 loan that  converted  to a
        grant from the City of Riverside to acquire and rehabilitate a 120-unit
        apartment  complex  (see  Note  12). During April 1996, the Company was
        awarded $2,400,000 in Federal tax  credits  relating  to  this project.
        During December 1996, the Company sold the completed project  to  a tax
        credit  partnership named Canyon Shadows, L.P., retaining a 1% interest
        as general  partner,  and  receiving  a $905,000 capital account in the
        partnership.  During  1999, a $70,000 note  held  by  the  Company  was
        transferred to Canyon Shadows,  L.P.,  which  was recorded as a capital
        distribution  to  the  Company  (see  Note 12). Additional  costs  were
        incurred by the Company on behalf of the  partnership  resulting  in  a
        total  investment in Canyon Shadows, L.P. of $1,131,961 at December 31,
        2000. The  Company's  Board  of  Directors determined that the value of
        this investment approximated the current  interest  in the partnership.
        The  valuation  was  based  upon  projected  future  occupancy  of  the
        apartment  unit.  In 2002, Canyon Shadows distributed $101,422  to  the
        Company, leaving a balance of $937,424 at December 31, 2002.



NOTE 5 - FIXED ASSETS

        Fixed assets consist of the following:

                                                         For the Year Ended
                                                            December 31,
							-------------------
                                                          2002         2001
 						      --------	   --------
        Furniture and fixtures                       $   3,599	$     5,823
        Computers and software                          32,699      126,865
        Other equipment                                 20,000       22,815
 						      --------	   --------
                                                        56,298      155,503
        Accumulated depreciation                      (36,276)     (57,119)
 						      --------	   --------
        Net fixed assets			     $  20,022  $    98,384
						      ========	   ========

        Depreciation expense for the years ended December 31, 2002 and 2001 was
        $34,560, and $40,182, respectively.

NOTE 6 - OTHER INVESTMENTS

        On  October 19, 1998,  the  Company  issued  1,000,000  shares  of  its
        outstanding  common  stock valued at $100,000 to acquire an approximate
        33% interest in IPO/Emerging  Growth Company, LLC. (IPO). The Company's
        Board of Directors determined the  approximate value of this investment
        at December 31, 2000 to be $83,487.  In  2001,  the  Company's Board of
        Directors  determined  its  investment in IPO was unlikely  to  produce
        income in the near future, and  elected  to  value the investment at $0
        and $0 as of December 31, 2002 and 2001, respectively.

        During  2000, the Company acquired an additional  1,050,000  restricted
        shares of SDSDC for an additional cost of $531,519 bring the total cost
        to $715,905.  1,000,000  of  those shares were received as an incentive
        for providing capital, and were  recorded  at  $500,000  or  $0.50  per
        share.  A  decline  in the value of the shares was recorded at December
        31, 2000 of $607,055  bringing  the total value of the 1,555,001 shares
        at December 31, 2000 to $108,850.  The  Company's  shares  represent an
        approximate 15% ownership in SDSDC at December 31, 2001. Management  of
        the  Company does not exercise any influence or control over management
        of SDSDC.  During 2001, the Company's Board of Directors determined its
        investment in  SDSDC was unlikely to produce income in the near future,
        and elected to value  the  investment  at  $0 and $0 as of December 31,
        2002 and 2001.

        On  February  2,  1999,  the  Company  issued  750,000  shares  of  its
        outstanding common stock valued at $75,000 to acquire approximately 20%
        (2,000,000 shares) of the outstanding shares of  Solutions  Media, Inc.
        (Solutions).  On  June  15,  1999,  the Company entered into a separate
        agreement whereby the 750,000 shares  of  the Company were returned for
        cancellation  in exchange for the return of  the  2,000,000  shares  of
        Solutions. As part  of  the  agreement,  the  Company  received 800,000
        shares  of  Solutions  as  an  investment  fee valued at $400,000.  The
        800,000 shares of Solutions represented an approximate  ownership of 2%
        at  December  31,  1999.  In  2000,  the  Company's  Board of Directors
        determined this investment was unlikely to produce income  in  the near
        future, and elected to value the investment at $0. The Board determined
        there was no change in the value of this investment in 2002.

        During 1999, the Company purchased 1,020,000 shares of Las Vegas Soccer
        Development  Corporation (LVSDC) for $20,000 cash, which represents  an
        approximate ownership  of 25% at December 31, 2000. The Company's Board
        of Directors has valued this investment at $0 as of December 31, 2001.

        During 2000, the Company  invested  a total of $180,000 in Bio-Friendly
        Corporation (Bio-Friendly) for 437,500  shares  of  Bio-Friendly common
        stock,  which  the Company's Board of Directors determined  to  be  the
        approximate value of this investment at December 31, 2000. These shares
        were valued at $0 in 2001 by the Company's Board of Directors.

NOTE 7 - NOTES PAYABLE

        Notes payable consist of the following at December 31, 2002 and 2001:

                                                            December 31,
							------------------------
							  2002		  2001
							--------	--------
        Note payable at 5%, secured by an assignment of
         partnership cash, interest payable quarterly,
         principal due January 1, 2007, convertible to
         common stock.                               $  500,000		$500,000

        Note payable at variable rate (18.0% at
         December 31, 2000) collateralized by deed
         of trust on real property. Lump sum payment
         was due May 21, 1999, currently in default.
        						 86,854           86,854

        Note payable at 10%, secured by deed of trust,
         due March 31, 1996, currently in default.
        						 65,000           65,000

        Funds borrowed from a related entity             28,000              -

        Debentures at 10%, unsecured, convertible into
         common shares at the option of the holder, all
         debentures are currently in default.           661,090          700,312

        Others                                           10,000           10,000
						       --------		--------
             Total Notes Payable                      1,350,944        1,362,166
	     Less: Current Portion 		       (850,944)	(862,166)
						       --------		--------
	     Long-Term Notes Payable 		     $  500,000         $500,000
						       ========		========

NOTE 8-  RELATED PARTY TRANSACTIONS

         The Company is a partner in several limited partnerships (Note 4). The
         Company occasionally  pays  for operating expenses of the partnerships
         and is reimbursed as funds become available to the partnerships.

         The Company is owed certain amounts  from  a  former  officer  of  the
         Company.  The  amounts  are non-interest bearing and due on demand. At
         December 31, 2000 these amounts  totaled $223,172 and an allowance for
         bad  debts  of $143,407 provided for  the  amounts  determined  to  be
         uncollectible.  These  amounts  totaled  $212,922 at December 31, 2001
         and, due to the uncertainty of collection,  these  amounts  have  been
         allowed  for in full, bringing the net amount to $0 and $0 at December
         31, 2002 and 2001, respectively.

NOTE 9 - PROFIT SHARING PLAN

         In 1989, the  Company  adopted  a  profit  sharing  plan  covering all
         eligible  employees. Contributions are made at the discretion  of  the
         Board of Directors.  There  were  no contributions to the plan for the
         years ended December 31, 2002 and 2001.

NOTE 10 -COMMITMENTS AND CONTINGENCIES

         a. General Partner Obligations

         The  Company  serves  as  general  partner   in  several  real  estate
         development partnerships. The Company may be held  liable  for certain
         liabilities, although because the amounts are minimal and the entities
         are  limited  liability  companies, management does not feel that  the
         potential liabilities will have a material impact on the Company.

         b. Wrap Around Mortgage

         The Company has sold a property  subject  to  a mortgage. The mortgage
         has not been fully assumed by the buyer. If the  buyer defaults on the
         mortgage, the Company may be liable for the balance owing.

         c. Housing Grant

         In April 1995, the Company acquired a 120-unit apartment complex using
         a  $975,000  loan  that  was  converted to a grant from  the  City  of
         Riverside, California. The loan  is  non-recourse  and is secured by a
         second  trust  deed  on  the  property.  If the Company meets  certain
         requirements pertaining to the complex, which  have been stipulated by
         the city, the loan will be forgiven in its entirety.  As  of  December
         31,  2002,  management  has complied with all of the requirements  and
         believes that the repayment  of  $905,000  (the  grant portion) of the
         $975,000 is highly remote.

         d. Litigation

         At  December  31,  2002,  the  Company  was  party  to  certain  legal
         proceedings,  resulting in judgments payable totaling $2,083,300.  The
         following is a summary of those payables:

         During the year,  Bank  of Hemet received a legal judgment against the
         Company  totaling  $932,006.   In   2000,  however,  the  Company  had
         negotiated a settlement in this case  for  $100,000,  and  booked this
         amount  as  a contingent liability at December 31, 2000. In 2001,  the
         Company defaulted  on  this  settlement. As a result, during 2001, the
         Company recorded the full amount  of  the judgment, less payments made
         by the Company to Bank of Hemet.  On November  20,  2002,  the Company
         negotiated  another  settlement  on  this  amount  totaling  $280,000,
         payable  from  proceeds  from  the  Canyon Shadows investment.  During
         2002,  the  contingency  was recorded at  this  amount  plus  interest
         imputed at an annual rate of 8%.  At December 31, 2002, this liability
         is recorded at $269,535.

         In 2000, a non-related individual  filed  suit  against  the  Company.
         Later   that  year,  management  negotiated  a  settlement  with  this
         individual  totaling  $250,000,  and  the  amount  was  recorded  as a
         contingent  liability  at  December  31,  2000.  In  2001  the Company
         defaulted  on the settlement agreement. As a result, during 2001,  the
         Company recorded the full amount of the alleged damages, less payments
         made by the  Company  to  the individual. On May 21, 2002, the Company
         negotiated another settlement  with  this individual totaling $125,000
         payable in cash payments and a convertible  debenture.   Subsequent to
         May  2002, the Company defaulted on this settlement agreement.   As  a
         result,  in  the current year, the Company recorded the full amount of
         the  alleged damages,  less  payments  made  by  the  Company  to  the
         individual,  plus  interest  imputed  at  an  annual  rate  of 8%.  At
         December 31, 2002, this liability is recorded at $1,238,785.

         In 2001, 1st Miracle Group, Inc. received a legal judgment against the
         Company   totaling  $100,000.  Management  was  able  to  negotiate  a
         settlement  on  this  amount, totaling $20,000.  At December 31, 2002,
         the liability is recorded at the settled amount, plus accrued interest
         imputed at 8% annually totaling $21,600.

         In 2001, AMG Consulting  brought  legal  action  against  the Company,
         seeking  damages  of  $21,012.  Management is currently attempting  to
         negotiate a settlement on this amount.  At  December  31,  2002,  this
         contingent  liability  is  recorded  at  the  full amount plus accrued
         interest imputed at 8% annually totaling $23,566.

         In  2002,  a  former  employee received a legal judgment  against  the
         Company totaling $20,110.   At  December  31,  2002, this liability is
         recorded  at the settled amount plus accrued interest  imputed  at  8%
         annually totaling $21,316.

         e. Employment Agreements

         In December  2001, the Company entered into employment agreements with
         its CEO and CFO.  Both  agreements  cover  a  period of 24 months, and
         compensation totals $250,000 and $100,000 annually,  respectively.  In
         addition,  the  parties  were  each  to  receive 250,000 shares of the
         Company's common stock, and options to acquire 750 and 500 shares at a
         strike price equal to market price on date of issuance.

         As  of  December 31, 2002, the shares of common  stock  had  not  been
         issued. The stock options have been included in the disclosure in Note
         19.

         a. Off Balance Sheet Risk

         The Company  is a guarantor on a lease on a house for a related party.
         The lease began  December 2002 and extends through December 2003, with
         monthly payments of $2,900.

NOTE 11 -PREFERRED STOCK

         The Company's preferred  stock has the right to quarterly dividends to
         be paid at the annual rate of 6%. The quarterly dividend is to be paid
         to all shareholders of record,  as  of  the  last  day of each quarter
         until such time as the Company causes such shares to  be  converted to
         common shares and "registered" (free trading) with the S.E.C.  and the
         appropriate State regulatory agency.

         Each preferred share is convertible into one share of the common stock
         of  the Company, such conversion to occur automatically and registered
         concurrently  with  any  public  offering  of the common shares of the
         Company.

NOTE 12 -STOCK SUBSCRIPTIONS RECEIVABLE

         During  1999,  the  Company  issued a total of 27,330  shares  of  its
         outstanding common stock for $443,500  under  stock subscription notes
         receivable.  These  notes  were  non-interest  bearing.  During  1999,
         $116,445 of the amount was received. During 2000,  the  Company issued
         additional  shares  of  common  stock under promissory notes  totaling
         $158,001  for  223,308  shares.  These  notes  are  also  non-interest
         bearing.  During 2000, an additional  $199,000  was  received  by  the
         Company pursuant  to  these  subscription  notes receivable. The total
         amount  of stock subscriptions receivable at  December  31,  2000  was
         $286,056.  In  2001,  210,750  shares  were  issued  for subscriptions
         receivable  of  $88,737.  The  Company received cash on these  amounts
         totaling $27,455. Total stock subscriptions receivable at December 31,
         2001 was $347,338.  In 2002, $10,068  of this amount was received.  In
         addition, $200,500 was exchanged for debt  and  additional shares were
         issued for $21,000.  At December 31, 2002 the remaining  $157,770  was
         determined to be uncollectible and a allowance was established.

NOTE 13 -SEGMENT INFORMATION

         The  Company's  reportable  segments are strategic business units that
         offer different products and  services.  They  are  managed separately
         because  each  business  requires  different technology and  marketing
         strategies.

         The Company had three separate reportable  segments  during  the  year
         ended  December  31,  2000, management consulting, website development
         and  soccer  franchises.   As   discussed   in  Note  14,  the  soccer
         subsidiaries were discontinued as of December  31, 2000. The remaining
         two segments will be the Company's focus in the future. The accounting
         policies applied to determine the segment information  are the same as
         those described in the summary of significant accounting policies.

         Financial information with respect to the reportable segments  are  as
         follows:

                                                            2002
					    ----------------------------------
                                            Management
                                            Consulting    Website
                                               Fees    Development     Total
					    ---------  -----------   ---------

         Revenues                          $   10,226    $     -   $   10,226

         Expenses                            (922,030)    (40,000)   (962,030)

         Other income (expenses)              314,735           -     314,735
					    ---------  -----------   ---------
         Net loss per segment              $ (597,069)   $(40,000) $ (637,069)
					    =========  ===========   =========

                                                            2001
					    ----------------------------------
                                            Management
                                            Consulting    Website
                                               Fees    Development     Total
					    ---------  -----------   ---------

         Revenues                          $   15,125   $       -  $    15,125

         Expenses                          (3,034,428)    (99,149)  (3,133,577)

         Other income (expenses)             (492,435)    (13,857)    (506,292)
					    ---------  -----------   ---------
         Net loss per segment             $(3,511,738)  $(113,006) $(3,624,744)
					    =========  ===========   =========

NOTE 14 -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.

         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 15 - DISCONTINUED OPERATIONS

         Effective December 31, 2000, the  Company  discontinued the operations
         of  the  Bay  Area,  Orange  and  Riverside soccer  subsidiaries.  The
         following  is  a  summary  of the loss  from  discontinued  operations
         resulting from the dissolution  of these subsidiaries. The Company has
         established  a reserve for discontinued  operations  of  $311,813  and
         $295,892 at December  31,  2002 and 2001, respectively, which consists
         of net liabilities in excess of recoverable assets. No tax benefit has
         been attributed to the discontinued operations.

                                                            December 31,
							-------------------
                                                          2002        2001
							-------	    -------
         REVENUES                                    $      -      $    648
							-------	    -------
         OPERATING EXPENSES

           General and administrative                     2,840      21,388
           Depreciation and amortization                  9,640       9,640
							-------	    -------
               Total Operating Expenses                  12,480      31,028
							-------	    -------
         LOSS FROM OPERATIONS                           (12,480)    (30,380)

         OTHER INCOME (EXPENSE)

          Loss on disposal of assets                     (3,441)          -
          Interest income                                   -            72
          Interest expense                                  -           (34)
							-------	    -------
             Total Other Income (Expense)                (3,441)         38
							-------	    -------
         LOSS FROM DISCONTINUED
          OPERATIONS                                 $  (15,921) $  (30,342)
							=======	    =======

NOTE 16 - STOCK OPTIONS AND WARRANTS

         During the year ended December  31,  2001,  the Company granted two of
         its officers options to acquire an aggregate  of  12,500 shares of the
         Company's common stock at a strike price equal to the trading price on
         the date of issuance.

         A summary of the status of options and warrants at  December 31, 2002,
         and 2001 is as follows:


                                                2002      	2001
				        -----------------  -----------------
                                                Weighted            Weighted
                                                  Shares              Shares
                                                Exercise            Exercise
					Shares     Price   Shares      Price

         Outstanding, beginning
         of year                        12,500   $  2.00	-     $    -
             Granted                 3,000,000      0.50    12,500      2.00
             Canceled                        -         -	-	   -
             Exercised                       -         -	-	   -
				     ---------   -------   -------   -------
         Outstanding, end of year    3,012,500   $  0.94    12,500    $ 2.00
				     =========   =======   =======   =======

         Exercisable, end of year    3,012,500   $  0.94	-     $    -
				     =========   =======   =======   =======
         Weighted average fair value
          of options and warrants
          granted during the year      		 $  0.50              $ 2.00



NOTE 17 - FINANCIAL HIGHLIGHTS

         The following schedule presents financial highlights  for  a  share of
         the Fund outstanding throughout the periods indicated.

                                           Common Stock
                                        Year ended December 31,
				-----------------------------------
                                    2002     2001    2000    1999
				   ------   ------  ------  ------
         Net asset value,
          beginning of period     $(2.78)  $(2.59)  $13.93   $7.67
				   ------   ------  ------  ------
         Income from investment
          operations:

         Net Investment income     (0.04)   (2.48)  (11.93) (2.95)

         Net gains (losses) on
          securities (both realized
          and unrealized)          (0.00)   (0.30)   (2.04) (0.61)
				   ------   ------  ------  ------
         Total from investment
         operations                (0.04)   (2.78)  (13.97) (3.56)
				   ------   ------  ------  ------
         Other Increase
          (decrease)                2.62     2.59    (2.55)  9.82

         Less distributions from
          net investment income        -        -	-       -
				   ------   ------  ------  ------
         Net asset value, end of
          period                 $ (0.20)  $(2.78)  $(2.59) $13.93
				   ======   ======  ======  ======

         Calculated using post split average shares outstanding.




NOTE 18 -FOURTH QUARTER LOSS RECONCILIATION

      Pursuant to APB 28, "Interim Financial Reporting", the following is a
      reconciliation of the net loss as reported in the Company's September 30,
      2002 consolidated financial statements to the net loss as recorded at
      December 31, 2002.

          Net income reported September 30, 2002                      $ 601,905

          4th quarter reverse of gain on forgiveness of debt due to default
								     (1,184,752)

          4th quarter gain on forgiveness of debt from settlement       659,166

          Audit adjustment to accrue wages and directors fees           (71,236)

          Audit adjustment to record beneficial conversion feature on
		debentures                                             (175,000)

          Audit adjustment to accrue additional interest on contingencies
								        (41,573)

          Other 4th quarter adjustments made by management
            to write off stock subscriptions receivable, record options
            issued at fair market value, record loss on disposal of fixed
            assets and record loss from operations in the 4th quarter. (441,500)
								      ----------
          Net loss reported December 31, 2002			      $(652,990)
								      ==========







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, with minimum annual revenues of $1.5 million, 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.

The Company's websites can be found at: www.broadleafcapital.com


ANALYSIS OF FINANCIAL CONDITION

The first quarter of 2003 marked the continuance of assessing and consolidating
the Company's previous investments and operations.

Results of Operations - Three months ended March 31, 2003, compared to the
three months ended March 31, 2002.

Revenues.  Revenues for the three months ended March 31, 2003 decreased by
$30,902 or 94% to $1,900 from $32,802 for the three months ended March 31,
2002.  This decrease was primarily due to the absence of development income.

Expenses.  Expenses for the three months ended March 31, 2003 decreased by
$188,724 or 46% to $226,110 from $415,134 for the three months   ended March
31, 2002. General and administrative expenses for the three months ended March
31, 2003 decreased by $64,699 or 24% to $211,470 from $276,169.  This decrease
was primarily due to a reduction in operations.

Changes in Financial Condition, Liquidity and Capital Resource.

For the three months ended March 31, 2003, the Company funded its operations
and capital requirements partially with its own working capital and partially
with proceeds from stock offerings. As of March 31, 2003, the Company had cash
of $877.

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

Within 90 days prior to the date of filing of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including the Chief Executive Officer  (who also effectively serves as the
Chief Financial Officer), of the design and operation of our disclosure
controls and procedures.  Based on this evaluation, our Chief Executive Officer
concluded that our disclosure controls and procedures are effective for
gathering, analyzing and disclosing the information we are required to disclose
in the reports we file under the Securities Exchange Act of 1934, within the
time periods specified in the SEC's rules and forms.  There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date of this
evaluation.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Unresolved legal issues are:

City of San Jacinto - Involves the delinquency of payments of the property and
Mello Roos taxes on 105 parcels of real property owned by PR Equities, where
Peacock Financial Corporation is the General Partner. The properties were
encumbered with taxes and the Company determined the properties were not a
viable investment and the properties were foreclosed on for the tax liability.

Bank of Hemet  - This case involved a loan to PR Equities, with Peacock
Financial Corporation as the General Partner. The loan went into default and an
abstract of judgment had been filed for nearly $1,000,000.  This case was
settled for $100,000 to be paid over a period of eighteen months. In December
2001, the firm, Jaeger  & Kodner, LLC, which settled in November 2002 for
$280,000, purchased the bank's position.

First Miracle Group - The Company received a legal judgment in the amount of
$100,000 in relation to Dotcom Ventures, LLC.  Negotiations are ongoing to
settle for a lesser amount.

Steven Slagter - The case involved an action brought against PR Equities, with
Peacock Financial Corporation as the General Partner.  It involved the
collection of approximately $900,000 on a promissory note. There was a summary
judgment for nearly $1.35 million. The Company is currently in settlement
negotiations.

Helen Apostle  - This case involved an action for approximately  $90,000
involving a defaulted loan.  The Company has been in preliminary settlement
negotiations and the case is currently unresolved.

Garrett Martin - Involves an unpaid Consulting agreement wherein a judgment was
entered against the Company for $21,800.  The Company is   currently in
preliminary settlement negotiations for a lesser amount.

In June 2001, the Company instituted legal proceedings against former members
of the management of Peacock Financial Corporation and the former management of
Dotcom Ventures, LLC.  The case is currently pending and a trial date has not
been set.  One of these former members has received a legal judgment against
the Company totaling $20,110.

Item 2. Changes in Securities and Use of Proceeds: NONE

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
       -  Exhibit 99.2 Certification Pursuant to Section 302 of the Sarbanes-
          Oxley Act of 2002

       (a) Reports on Form 8-K: NONE

Exh. 99-1

                                   Form 8-K

                                CURRENT REPORT

ITEM 5. OTHER ITEMS

a.) CHANGE OF ADDRESS

The new address for the Company is 7341 W. Charleston Blvd., Suite 140, Las
Vegas, Nevada, 89117. The new telephone number for the business is 702-736-
1560. The new fax number for the business is 702-736-1608.

b.) CHANGE OF CORPORATE COUNSEL

On April 7, 2003 the Board of Directors accepted the resignation of Sarkis
Kaloustian as the Corporate Counsel for the Company. The Board of Directors
accepted Mr. Michael Gardiner of Rathbone, Rudderman and Gardiner as the new
Corporate Counsel for the Company.

ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS

On April 7, 2003, the Board of Directors accepted the resignation of Lisa
Martinez as the Accounting Administrator and Corporate Secretary. The Board of
Directors accepted the resignation of Mr. Donald E. Johnson as the Chief
Financial Officer of the Company.

On April 7, 2003, the Board of Directors selected Melissa R. Blue as the
Corporate Secretary and Interim Chief Financial Officer of the Company. Melissa
is originally from New Jersey and moved to South Carolina to receive her
Bachelors of Science in Business Administration with the concentration in
Accounting from Winthrop University in Rock Hill. Melissa has previously worked
for small and medium sized accounting firms in both Las Vegas and in Columbia,
South Carolina. Melissa was one of the founders of a Las Vegas CPA firm in 2002
and was the lead auditor for the firm's public company clients. Melissa is a
member of the Nevada Society of CPA's, the American Institute of CPA, and the
local chapter of the Latin Chamber of Commerce.

SIGNATURES

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

Date: May 20, 2003






                              SIGNATURES



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



                             BROADLEAF CAPITAL PARTNERS, INC.



June 23, 2003                        /s/ Robert A. Braner
-------------------                -------------------------
Date                                Robert A. Braner
                                    Interim President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person(s) on behalf of the
registrant and in the capacities and on the dates indicated.



June 23, 2003                      /s/ Melissa R. Blue
-------------------                -----------------------
Date                                Melissa R. Blue
                                        Corporate Secretary




                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


     I, Robert A. Braner, certify that:

  1.I have reviewed this quarterly report on Form 10-QSB of
     BROADLEAF CAPITAL PARTNERS, INC.;

  2.Based on my knowledge, this quarterly report does not contain
     any untrue statement of a material fact, or omit to state a
     material fact necessary to make the statements made, in light
     of the circumstances under which such statements were made,
     not misleading with respect to the period covered by this
     quarterly report; and

  3.Based on my knowledge, the financial statements, and other
     financial information included in this quarterly report,
     fairly present in all material respects the financial
     position, results of operations, and cash flows of the issuer
     as of, and for, the periods presented in this quarterly
     report.

  4.I am responsible for establishing and maintaining disclosure
     controls and procedures for the issuer and have:

     (i)    Designed such disclosure controls and procedures to
       ensure that material information relating to the issuer is
       made known to me, particularly during the period in which
       the periodic reports are being prepared;
     (ii)   Evaluated the effectiveness of the issuer's disclosure
       controls and procedures as of March 31, 2003; and
     (iii)  Presented in the report our conclusions about the
       effectiveness of the disclosure controls and procedures
       based on my evaluation as of the Evaluation Date;

  5.I have disclosed, based on my most recent evaluation, to the
     issuer's auditors and the audit committee of the board of
     directors (or persons fulfilling the equivalent function):

     (i)    All significant deficiencies in the design or
       operation of internal controls which could adversely affect
       the issuer's ability to record, process, summarize and
       report financial data and have identified for the issuer's
       auditors any material weaknesses in internal controls (none
       were so noted); and
     (ii)   Any fraud, whether or not material, that involves
       management or other employees who have a significant role
       in the issuer's internal controls (none were so noted); and

  6.I have indicated in the report whether or not there were
     significant changes in internal controls or in other factors
     that could significantly affect internal controls subsequent
     to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and
     material weaknesses.


Date:  June 23, 2003

/s/ Robert A. Braner
   ---------------------
     President and CEO



                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


     I, Melissa R. Blue, certify that:

  1. I have reviewed this quarterly report on Form 10-QSB of
     BROADLEAF CAPITAL PARTNERS, INC.;

  2. Based on my knowledge, this quarterly report does not contain
     any untrue statement of a material fact, or omit to state a
     material fact necessary to make the statements made, in light
     of the circumstances under which such statements were made,
     not misleading with respect to the period covered by this
     quarterly report; and

  3. Based on my knowledge, the financial statements, and other
     financial information included in this quarterly report,
     fairly present in all material respects the financial
     position, results of operations, and cash flows of the issuer
     as of, and for, the periods presented in this quarterly
     report.

  4. I am responsible for establishing and maintaining disclosure
     controls and procedures for the issuer and have:

     (i)    Designed such disclosure controls and procedures to
       ensure that material information relating to the issuer is
       made known to me, particularly during the period in which
       the periodic reports are being prepared;
     (ii)   Evaluated the effectiveness of the issuer's disclosure
       controls and procedures as of March 31, 2003; and
     (iii)  Presented in the report our conclusions about the
       effectiveness of the disclosure controls and procedures
       based on my evaluation as of the Evaluation Date;

  5. I have disclosed, based on my most recent evaluation, to the
     issuer's auditors and the audit committee of the board of
     directors (or persons fulfilling the equivalent function):

     (i)    All significant deficiencies in the design or
       operation of internal controls which could adversely affect
       the issuer's ability to record, process, summarize and
       report financial data and have identified for the issuer's
       auditors any material weaknesses in internal controls (none
       were so noted); and
     (ii)   Any fraud, whether or not material, that involves
       management or other employees who have a significant role
       in the issuer's internal controls (none were so noted); and

  6.I have indicated in the report whether or not there were
     significant changes in internal controls or in other factors
     that could significantly affect internal controls subsequent
     to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and
     material weaknesses.


Date:  June 23, 2003

/s/ Melissa R. Blue
   ---------------------
     CFO and Corporate Secretary





PAGE-14-





                     CERTIFICATION PURSUANT TO
                      18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO
           SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly report of Broadleaf Capital
Partners, Inc. (the "Company") on Form 10-QSB for the period ending
March 31, 2003, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Robert A. Braner, acting in the capacity as the
Chief Executive Officer of the Company, certify to the best of my knowledge,
pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

  (1)  The Report fully complies with the requirements of section
     13(a) or 15(d) of the Securities Exchange Act of 1934; and

  (2)  The information contained in the Report fairly presents, in
     all material respects, the financial condition and result of
     operations of the Company.


/s/ Robert A. Braner
- ---------------------------
     Robert A. Braner
     Chief Executive Officer
     June 23, 2003





                     CERTIFICATION PURSUANT TO
                      18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO
           SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly report of Broadleaf Capital
Partners, Inc. (the "Company") on Form 10-QSB for the period ending
March 31, 2003, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Melissa R. Blue, acting in the capacity as the
Interim Chief Financial Officer of the Company, certify to the best of my
knowledge, pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

  (1)  The Report fully complies with the requirements of section
     13(a) or 15(d) of the Securities Exchange Act of 1934; and

  (2)  The information contained in the Report fairly presents, in
     all material respects, the financial condition and result of
     operations of the Company.



/s/ Melissa R. Blue
- ---------------------------
     Melissa R. Blue
     Chief Financial Officer
     June 23, 2003