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<SEC-DOCUMENT>0001227528-04-000031.txt : 20040415
<SEC-HEADER>0001227528-04-000031.hdr.sgml : 20040415
<ACCEPTANCE-DATETIME>20040414184950
ACCESSION NUMBER:		0001227528-04-000031
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20040415

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BROADLEAF CAPITAL PARTNERS  INC
		CENTRAL INDEX KEY:			0000748268
		STANDARD INDUSTRIAL CLASSIFICATION:	PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844]
		IRS NUMBER:				880490034
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10KSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	814-00175
		FILM NUMBER:		04734349

	BUSINESS ADDRESS:	
		STREET 1:		5440 W. SAHARA AVE.
		STREET 2:		SUITE 202
		CITY:			LAS VEGAS
		STATE:			NV
		ZIP:			89146
		BUSINESS PHONE:		702-736-1560

	MAIL ADDRESS:	
		STREET 1:		5440 W. SAHARA AVE.
		STREET 2:		SUITE 202
		CITY:			LAS VEGAS
		STATE:			NV
		ZIP:			89146

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PEACOCK FINANCIAL CORP
		DATE OF NAME CHANGE:	19960618

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONNECTIVITY & TECHNOLOGIES INC
		DATE OF NAME CHANGE:	19960315

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICAN TEMPERATURE CONTROL INC
		DATE OF NAME CHANGE:	19960315
</SEC-HEADER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>m10ksb2003.txt
<TEXT>
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-KSB


(Mark One)
   [X]Annual report under Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the fiscal year ended December 31, 2003.

   [  ]Transition  report  under Section 13 or 15(d) of the Securities Exchange
      Act   of   1934   for   the  transition   period   from   to.


      Commission file number:2-91651-D


                       BROADLEAF CAPITAL PARTNERS, INC.
       (Exact name of small business issuer as specified in its charter)

<TABLE>
<CAPTION>

            NEVADA                 88-0490034
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<S>                             <C>
</TABLE>

           5440 W. SAHARA AVENUE, SUITE 202, LAS VEGAS, NEVADA 89146
             (Address of principal executive office)   (Zip Code)

                                (702) 736-1560
                          (Issuer's telephone number)

      Securities registered under Section 12(b) of the Exchange Act: NONE

        Securities registered under Section 12(g) of the Exchange Act:

                         COMMON STOCK, $.001 PAR VALUE


Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act  during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

           Yes       X                                 No


Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  SB  is  not contained in  this  form  and  no  disclosure  will  be
contained, to the best  of  the  registrant's knowledge, in definitive proxy or
information statements incorporated  by  reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB [  ].




1

<PAGE>
      Issuer's revenues of its most recent fiscal year was $1,900.

      The  aggregate  market value of the voting  common  stock  held  by  non-
affiliates computed with  reference  to the average bid and asked price of such
common equity as of March 31, 2004 was  $0.01  based on the average bid and ask
prices during February and March 2004.

      As of December 31, 2003, the number of outstanding shares of the issuer's
common stock, $0.001 par value was 75,773,888 shares.


                   DOCUMENTS INCORPORATED BY REFERENCE: NONE

         TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: Yes [ ] No [x]


2

<PAGE>
                               TABLE OF CONTENTS

                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS..............................................3

ITEM 2.  DESCRIPTION OF PROPERTY..............................................6

ITEM 3.  LEGAL PROCEEDINGS....................................................6

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................6

                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
         AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.............6

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND
         RESULTS OF OPERATIONS...............................................10

ITEM 7.  FINANCIAL STATEMENTS................................................12

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURES.........................12

ITEM 8A CONTROLS AND PROCEDURES..............................................12


                                   PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..................13

ITEM 10.  EXECUTIVE COMPENSATION.............................................14

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT
                  AND RELATED STOCKHOLDER MATTERS............................15

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................15

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K...................................15

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES .............................16

SIGNATURES...................................................................17

INDEX TO EXHIBITS............................................................18





3

<PAGE>
                                    PART I

ITEM  1.    DESCRIPTION OF BUSINESS

      OVERVIEW

Broadleaf  Capital  Partners,  Inc.,  a  Nevada  corporation   (the   Company),
incorporated  February  1984,  has  continued  with its restructuring and plans
expansion  through  the ongoing development of its  available  operations,  and
other business opportunities.  The  Company  is  a  publicly traded diversified
investment   holding   company  that  makes  direct  investments   in,   and/or
acquisitions of, private  and  undervalued  public  companies  in  a variety of
different industries. In addition to the providing of management services,  the
Company  may  participate in the formation of, and invest in emerging or early-
stage, small to  medium  size  companies  in  various  fields  of  business  by
arranging  for and contributing capital. Potential ventures are evaluated based
on the ability  of  the business to be viable and reach a significant milestone
with the Company's initial  investment,  as  well  as possessing a potential to
generate reasonable revenues through strong intellectual  property  rights  and
experienced management.

      BUSINESS STRATEGY

The  Company continually seeks and evaluates investment opportunities that have
the potential  of  earning reasonable returns. The Company has in the past, and
may  again  in the future,  raise  capital  specifically  for  the  purpose  of
permitting it  to  make  an investment that the company believes is attractive.
The Company's current investment  focus is centered around six (6) core content
areas;  real estate, transportation,  branded  sports  and  health,  media  and
communications, finance and energy fuels.

The Company plans to invest in ventures with a operating history, is performing
with the  potential  of a profit to the bottom line and, in some cases, has the
need  for  identification   and   implementation   of  experienced  management.
Identifying  and  developing  each  new business opportunity  may  require  the
Company  to  dedicate  certain  amounts  of   financial  resources,  management
attention, and personnel, with no assurance that  these  expenditures  will  be
recouped.  Similarly,  the  selection  of  companies  and  the determination of
whether  a company offers a viable business plan, an acceptable  likelihood  of
success, and future profitability involves inherent risk and uncertainty.

      INVESTMENT HISTORY

Riverside Park Apartments

The Company  formed  a  limited  partnership  in  June  1992  and  acquired two
apartment  buildings  for  $3,350,000  to  be  repaired, developed and managed.
During the year ending 1992, the Company reduced  its  interest  to  1% and has
remained a general partner with a 1% interest.

Canyon Shadows Apartments

The  Company  acquired a 120-unit apartment complex in April 1995 for $875,000.
The Company received  a $975,000 loan that converts to a grant from the City of
Riverside for the purpose  of  acquisition and rehabilitation and, in 1996, the
Company was awarded $2,200,000 in  Federal  Tax  Credits  for  the  project. In
December  1996,  the project was sold to a tax credit partnership in which  the
Company retained a  $905,000  capital  account,  as  well as a 1% interest as a
general partner for which it is entitled to receive a  management fee and 75.9%
of the project cash flow.

Vir-Tek

Vir-Tek is a minority disabled veteran engineering and contracting firm, formed
to take advantage of recently passed federal legislation  (H.R. 1568) requiring
3% participation on all programs and projects funded by federal  dollars.  Vir-
Tek  provides  environmental  management,  facility  and operations management,
mapping and information management, engineering services,  project  management,
and  waste  management.  The  company  emphasizes teamwork in combination  with
innovation to design balanced solutions  to  complex environmental, industrial,
and  engineering  problems.  Vir-Tek  has  served commercial,  industrial,  and
residential construction developers as well  as  concerns  of city, county, and
federal agencies. The Company has maintained a 49% equity interest  in  Vir-Tek
under the terms of the contract.

iNetPartners, Inc.

Peacock  Financial,  the  Company's former name holds a 51 percent interest  in
iNetPartners, Inc. The Company  has  recently  signed  a  Letter of Intent with
Daniels Advisory Group, which is expected to acquire the majority  interest and
will bring a new operating entity into iNetPartners.

San Diego Soccer Development Corporation

The  Company  currently  owns approximately 350,000 shares of San Diego  Soccer
Development Corporation (SDSDC).  SDSDC  has  begun  a  restructuring  and  had
recently changed its name to Soccer Development of America.

Bio-Friendly Corporation

The Company invested $180,000 for 437,500 shares of common stock at 40 cents  a
share of Bio-Friendly Corporation, a fuel technology company.


<PAGE>
ITEM  2.    DESCRIPTION OF PROPERTY

The  Company's  principal  executive  and administrative offices are located at
5440 W. Sahara Avenue, Suite 202, Las Vegas,  Nevada  89146,  where the Company
occupies approximately 150 square feet of leased office space.

ITEM  3.    LEGAL PROCEEDINGS

The proceedings were pending in the Superior Court of the State  of California,
County  of  San  Diego as Case Number 751034.  The proceedings began  in  July,
2000.  The Plaintiff  was  Steven Slagter.  The case involved an action brought
against PR Equities, with Peacock  Financial  Corporation, the Company's former
name,  as  the  General  Partner. It involved the collection  of  approximately
$900,000 on a promissory note.   The court entered judgment in favor of Slagter
on or about April 10, 2001 in the  amount  of  $1,345,404.50.   There have been
numerous attempts to reach a compromise and settlement of the judgment  by  the
Company.   On  September 18, 2003, the Board of Directors approved a settlement
with Slagter as  follows:  $200,000  in the form of 20,000,000 shares valued at
$.01 of the Company's Common Stock.  The  Company  has the option to repurchase
10,000,000 shares from Mr. Slagter at a price of $.005  per  share for a period
of up to one year from the date of the executed Settlement Agreement.   As part
of  the  overall  settlement,  at  Mr.  Slagter's  insistence  as a part of the
settlement, 9,435,680 shares valued at $0.025 of the Company's Common Stock has
been issued to Robert Braner, CEO of the Company, in exchange for  accrued  and
unpaid compensation as of June 30, 2003.

The  proceedings  were pending in in District Court of Clark County, Nevada, as
case No A415115.  The  Plaintiff  was  D. Garrett Martin.  The case involves an
unpaid Consulting agreement wherein a judgment  was entered against the Company
for $21,800. The Company entered into a satisfaction of judgment on October  7,
2003 in the amount of $6,000.

The proceedings were pending in the Superior Court  of the State of California,
County of Riverside as Case No. RIC341872.  The proceedings  began on April 19,
2000.   The Plaintiff is the City of San Jacinto.  The proceedings  involve the
alleged  delinquency  of payments of the property and Mello Roos taxes  on  105
parcels  of  real property  owned  by  PR  Equities,  where  Peacock  Financial
Corporation, the Company's former name, 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.

The proceedings  were pending in the Superior Court of the State of California,
County of Riverside  as  Case No. RIC319951.  The proceedings began on November
5, 1998.  The Plaintiff was  Bank  of  Hemet.   This case involved a loan to PR
Equities, with Peacock Financial Corporation, the Company's former name, 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 bank's position
was purchased by the firm, Jaeger & Kodner, LLC, which settled in November 2002
for $280,000.

The proceedings are pending in Superior  Court  of  the  State  of  California,
County of Riverside as Case No. INC024172.  The proceedings began on  August 8,
2001.   The  Plaintiff  is First Miracle Group.  The case relates to an alleged
loan in the amount of $100,000 in relation to Dotcom Ventures, LLC.  Settlement
negotiations are ongoing.

The proceedings were pending  in  Superior  Court  of  the State of California,
County of Los Angeles, South District.  The proceedings  began  on  January 31,
2001.   The  Plaintiff  is  Helen  Apostle.   This case involved an action  for
approximately $90,000 involving an allegedly defaulted  loan.   The  Company is
involved in settlement negotiations and the case is currently unresolved.

The  proceedings  are  pending  in  Superior  Court of the State of California,
County  of  Riverside as Case No. RIC359405.  The  proceedings  began  in  June
2001.  The principal  party  is  the  Company.  The  Company  instituted  legal
proceedings  against  former  members  of  the  management of Peacock Financial
Corporation,  the  former name of the Company, 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  brought a breach of contract cross
complaint against the Company seeking $20,110.

In a related proceeding pending in Superior Court  of  the State of California,
County  of  Riverside  as  Case No. RIC382702, Steve Peacock  instituted  legal
proceedings against the Company  alleging  breach  of  contract.   The  case is
currently pending and a trial date has not been set.

The  proceedings  were  pending  in the Supreme Court of the State of New York,
County of New York as Case No. 602578/02.  The  proceedings  began  on July 18,
2002. The Plaintiff was 2 Bad Johns Records, Inc.  The case involved  a certain
debenture  in  the  amount  of  $50,000  permitting the conversion to Broadleaf
Capital  common  stock.  A dispute arose between  Broadleaf  and  2  Bad  Johns
regarding the conversion terms of the original debenture.  The case was settled
with Broadleaf issuing to  2 Bad Johns a debenture in the amount of $50,000 and
delivering to Bondy & Schloss  LLP,  as  escrow  agent, 4,000,000 shares of its
common stock.


ITEM  4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not submit any matters to a vote of its security holders during
the fourth quarter of the fiscal year covered by this report.

                                    PART II

ITEM  5.    MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
            BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

The  common  stock  of  the Company is quoted on the OTC  Bulletin  Board.  The
following table sets forth  the  range  of  high and low bid prices during each
quarter for the years ended December 31, 2003  and December 31, 2002. The over-
the- counter market quotations may reflect inter-dealer  prices, without retail
market-up,  markdown  or commission and may not represent actual  transactions.
The market information  was  obtained  from  Allstock.com  (BigCharts) and from
Standard & Poors Comstock.

                                    Low          High

      Q 1- 2003                      $ 0.00       $ 0.01
      Q 2- 2003                        0.01         0.02
      Q 3- 2003                        0.01         0.03
      Q 4- 2003                        0.00         0.01

      Q 1- 2002                      $ 0.06       $ 0.55
      Q 2- 2002                        0.04         0.25
      Q 3- 2002                        0.01         0.05
      Q 4- 2002                        0.00         0.02
<PAGE>
      RECORD HOLDERS

There is only one class of common stock.  As of December 31,  2003,  there were
approximately 3,500 shareholders of record for the Company's common stock and a
total of 81,468,785 shares of common stock issued and outstanding.

The holders of common stock are entitled to one vote per share of common  stock
on  all  matters  to  be  vote  on by the stockholders. There are no cumulative
voting rights. Subject to preferences that may be applicable to any outstanding
preferred stock, the holders of common stock are entitled to receive dividends,
if any, as may be declared by the  board  of  directors  out  of  funds legally
available for dividends.  In the event of a liquidation, dissolution or winding
up, the holders of common stock are entitled to share ratably in the net assets
remaining after payment in full of all liabilities, subject to the prior rights
of  preferred  stock,  if  any,  then  outstanding. There are no redemption  or
sinking fund provisions applicable to the common stock.

      DIVIDENDS

The Company has never paid cash dividends on its common stock.  The declaration
and payment of dividends is within the discretion  of  the  Company's  board of
directors  and  will  depend, among other factors, on earnings and debt service
requirements as well as  the  operating and financial condition of the Company.
At the present time, the Company's anticipated working capital requirements are
such that it intends to follow  a  policy  of  retaining  earnings  in order to
finance  the  development  of its business.  Accordingly, the Company does  not
expect to pay a cash dividend within the foreseeable future.

      RECENT SALES OF UNREGISTERED SECURITIES

The following is a description  of  unregistered securities sold by the Company
within  the  last  three years including  the  date  sold,  the  title  of  the
securities, the amount  sold,  the  identity  of  the  person who purchased the
securities, the price or other consideration paid for the  securities,  and the
section  of  the  Securities  Act  of 1933 under which the sale was exempt from
registration as well as the factual basis for claiming such exemption.

On or about September 24. 2003, the  Company  issued  9,435,680  shares  of its
common  stock  to the Company's President and CEO, Robert A. Braner for accrued
and unpaid compensation.

This transaction is considered exempt from the registration requirements of the
Securities Act of  1933  in reliance upon the exemptions at Section 4(2) and/or
4(6) of said Act.

<PAGE>
ITEM  6.  MANAGEMENT'S 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 7
below.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

The statements contained in the section captioned  Management's  Discussion and
Analysis of Financial Condition and Results of Operations which are  historical
are   "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.   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.

      Results of Operations

Analysis of the calendar year ended December  31, 2003 compared to the calendar
year ended December 31, 2002.

For  the  calendar year ended December 31, 2003,  revenues  were  approximately
$1,900 compared  to  $10,226  for  the calendar year ended December 31, 2002, a
decrease of $8,326.  The decrease was due to the concentration on the reduction
of the debt rather than generating revenues.

G&A expense decreased to $498,881 for the calendar year ended December 31, 2003
from $927,470 for the calendar year  ended  December  31,  2002,  a decrease of
$428,589. The decrease in G&A was due to the decrease in professional  services
and the cost of operating.

Depreciation  expense  for the calendar year ended December 31, 2003 was $9,984
compared to $34,560 for  the  calendar year ended December 31, 2002, a decrease
of $24,576. The decrease resulted from the method of depreciations.

Interest expense for the calendar  year  ended  December  31, 2003 was $217,140
compared to $353,069 for the calendar year ended December 31,  2002  a decrease
of $135,929.  The decrease is due to the debt reduction.

        Liquidity and Capital Resources

On  December  31, 2003 the Company had assets of  $949,471 compared to $960,008
on December 31,  2002,  a  decrease  of  $10,537.   The  Company  had  a  total
stockholders' deficit of $2,040,548 on December 31, 2003 compared to $3,453,252
on December 31, 2002, a decrease of $1,412,704.

On  December  31,  2003  the  Company  had  Property  and  Equipment    (net of
depreciation)  of  $10,038  compared  to  $20,022  on  December 31, 2002, or an
decrease of  $9,984, which is a result of the disposition of equipment.

Going  Concern   - The Company's financial statements are  prepared  using  the
generally accepted  accounting  principles applicable to a going concern, which
contemplates the realization of assets  and  liquidation  of liabilities in the
normal  course  of  business.    The  financial statements do not  include  any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount of liabilities that  might  result  should the Company be
unable to continue as a going concern.

The  Company's  consolidated  financial  statements have been prepared  on  the
assumption the Company will continue as a  going  concern.  Management believes
that current operations will continue to provide sufficient  revenues  to  meet
operating costs and expansion.

Unclassified  Balance Sheet - In accordance with the provisions of SFAS No. 53,
the Company has elected to present an unclassified balance sheet.

Loss Per Share  -  The Company adopted the provisions of Statement of Financial
Accounting Standards  ("SFAS")  No.  128, "Earnings Per Share" that established
standards for the computation, presentation  and  disclosure  of  earnings  per
share ("EPS"), replacing the presentation of Primary EPS with a presentation of
Basic  EPS.  It also requires dual presentation of Basic EPS and Diluted EPS on
the face of the income statement for entities with complex capital structures.



ITEM  7.    FINANCIAL STATEMENTS

As used herein,  the term "Company" refers to Broadleaf Capital Partners, Inc.,
a Nevada corporation,  and  its  subsidiaries and predecessors unless otherwise
indicated.  Consolidated, audited,  condensed  financial statements including a
balance  sheet  for  the Company as of the year ended  December  31,  2003  and
audited statements of income, cash flows and changes in shareholders' equity up
to the date of such balance  sheet  and  the comparable period of the preceding
year are attached hereto as Pages F-1 through  F-11 and are incorporated herein
by this reference.

































                       BROADLEAF CAPITAL PARTNERS, INC.
                               AND SUBSIDIARIES

                      CONSOLIDATED FINANCIAL STATEMENTS

                          DECEMBER 31, 2003 AND 2002



<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
Las Vegas, Nevada

We  have  audited  the  accompanying  consolidated  balance sheets of Broadleaf
Capital  Partners,  Inc. and Subsidiaries as of December  31,  2003  and  2002,
including the consolidated schedules of investments as of December 31, 2003 and
2002,  and  the related  consolidated  statements  of  operations,  changes  in
stockholders' equity (deficit), and cash flows for the years ended December 31,
2003,  2002,  and   2001.  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  discussed  more  fully  in  Note  4  and  6  to the  financial  statements,
"investments" and "other investments" amounting to $922,374 (97% of net assets)
at December 31, 2003 have been valued at fair value  as determined by the Board
of  Directors.  We have reviewed the procedures applied  by  the  directors  in
valuing  such  securities and have inspected underlying documentation; while in
the circumstances  the procedures appear to be reasonable and the documentation
appropriate, determination of fair values involves subjective judgment which is
not susceptible to substantiation by auditing procedures.

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, 2003 and
2002, and the consolidated results of their operations and their cash flows for
the years ended December 31, 2003, 2002, and 2001 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 12, 2004


<PAGE>
<TABLE>

              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                         Consolidated Balance Sheets


                                    ASSETS
				-------------
		<S>		<C>				<C>
                                                            December 31,
							--------------------
                                                          2003         	2002
							---------  ---------
CURRENT ASSETS

   Cash                                              	$   3,075  $     749
   Accounts receivable - related, net (Note 8)             12,753          -
   Prepaid expenses                                             -        367
							---------  ---------
     Total Current Assets                                  15,828      1,116
							---------  ---------
FIXED ASSETS, NET (Notes 3 and 5)                          10,038     20,022
							---------  ---------
OTHER ASSETS

   Investments in limited partnerships (Note 4)           815,983    937,424
   Other investments (cost - $100,000) (Note 6)		  106,391	   -
   Other assets                                               890        890
   Assets associated with discontinued operations             341        556
							---------  ---------
     Total Other Assets                                   923,605    938,870
							---------  ---------
     TOTAL ASSETS  	                                $ 949,471  $ 960,008
							=========  =========

</TABLE>

<TABLE>
              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                   Consolidated Balance Sheets (Continued)


                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<S>							<C>		<C>
                                                               December 31,
							------------------------
	                                                     2003           2002
							---------   ------------
CURRENT LIABILITIES

 Accounts payable                                    $    516,169  $     505,425
 Accrued expenses - officers and directors                 40,362        120,893
 Accrued expenses                                         310,798        272,828
 Accrued interest                                         307,130        275,999
 Judgments payable (Note 9)                               215,145      1,574,802
 Notes payable - current portion (Note 7)                 521,437        850,944
 Liabilities associates with discontinued operations      353,978        312,369
						     ------------  -------------
   Total Current Liabilities                            2,265,019      3,913,260
						     ------------  -------------
LONG-TERM DEBT

 Notes payable - long term (Note 7)                       525,000        500,000
						     ------------  -------------
   Total Liabilities                                    2,790,019      4,413,260
						     ------------  -------------
COMMITMENTS AND CONTINGENCIES (Note 9)

MINORITY INTEREST (NOTE 4)                                200,000   	       -
						     ------------  -------------
STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred stock: 10,000,000 shares
   authorized at $0.01 par value;
   515,300 shares issued and outstanding                    5,153  	   5,153
   authorized at $0.001 par value;
   75,773,888 and 24,089,208 shares
   issued and outstanding, respectively                    75,774         24,090
 Additional paid-in capital                            13,731,300     12,794,424
 Subscriptions payable                                     10,000              -
 Expenses prepaid with common stock                       (3,000)              -
 Accumulated deficit                                 (15,859,775)   (16,276,919)
						     ------------  -------------
     Total Stockholders' Equity (Deficit)             (2,040,548)    (3,453,252)
  						     ------------  -------------
     TOTAL LIABILITIES, MINORITY INTERST, AND
      STOCKHOLDERS' EQUITY (DEFICIT)                 $    949,471  $     960,008
						     ============  =============


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

</TABLE>                                    #

<PAGE>

<TABLE>
              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                           Schedule of Investments

<S>			<C>			<C>
                               December 31, 2003

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

Canyon Shadows		 Real estate                 1%    $	1,131,961  $	815,983 (a)

Nutek Oil		 Start-up                  100,000	      25,000       25,000 (b)

International Sports
  & Media Group, Inc.	 Start-up		   100,000	         -0-       10,000 (c)

Silverleaf Venture
   Fund, Ltd.		 Start-up                     100%	      75,000       71,391 (d)
							      --------------  -----------
	Total						      $    1,231,961  $	  922,374
							      ==============  ===========


                               December 31, 2002

                                 	    Number of
            		Description of      Shares Owned                       Fair
Company 	    	Business            (or %)            Cost 	       Value
- ----------------	----------------- ----------------  ---------------  ------------
Canyon Shadows		Real estate			1%  $     1,131,961  $    937,424 (a)
							    ---------------  ------------
         Total						    $     1,131,961  $    937,424
							    ===============  ============


</TABLE>
<PAGE>
              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                     Schedule of Investments (Continued)


   a) The Company's  Investment  Committee  has valued this investment at cost,
      less cash  distributions to the Company from Canyon Shadows.

   b) During the year ended December 31, 2003  the  Company invested $25,000 in
      Nutek Oil, Inc.  The Company's Investment Committee  has  determined  the
      cash  purchase  price  of  the  investment  to be a fair valuation of the
      investment at December 31, 2003.

   c) During  the  year ended December 31, 2003, the  Company  entered  into  a
      Settlement Agreement  with  International  Sports  and  Media Group, Inc.
      ("ISMG") whereby the Company settled ISMG's debt payable  to the Company.
      As  a  part  of  this Settlement Agreement, the Company received  100,000
      shares of ISMG's common  stock,  the  market price of which was $0.10 per
      share on the date the Agreement was executed.   The  Company's Investment
      Committee  has  concluded  that  this  is  a  fair  means of valuing  the
      investment at December 31, 2003.

   d) During  the year ended December 31, 2003, the Company  formed  a  wholly-
      owned subsidiary  called  Silverleaf  Venture  Fund, Ltd. ("Silverleaf").
      Since inception, Silverleaf has acted as a holding  company  for  some of
      the   Company's   investments.   At  December  31,  2003,  the  Company's
      Investment Committee  determined  that  the  most  appropriate  means  of
      valuing  the  Company's  investment  in  Silverleaf  was  at the total of
      Silverleaf's assets as of December 31, 2003.

<PAGE>

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

<S>				<C>				<C>
	                                              For the Year Ended
 	                                                  December 31,
					------------------------------------------
 	                                          2003          2002          2001
					--------------	------------  ------------
INVESTMENT REVENUE

   Management consulting fees           $            -  $          -  $		 -
   Property management and
    administrative income	                     - 	           -		 -
   Website development	                             -		   -             -
   Other income                         	 1,900	      10,226        15,125
					--------------	------------  ------------
     Total Revenues	                         1,900	      10,226        15,125
					--------------	------------  ------------
EXPENSES

   General and administrative	               498,881	     927,470     2,519,661
   Bad debt expense	                             -		   -       500,541
   Depreciation		                         9,984	      34,560        40,182
					--------------	------------  ------------
     Total Expenses	                       508,865	     962,030     3,060,384
					--------------	------------  ------------
NET INVESTMENT LOSS	                     (506,965)     (951,804)   (3,045,259)
					--------------	------------  ------------
OTHER INCOME (EXPENSE)

   Gain on forgiveness of debt		     1,079,614       659,166             -
  Interest income	                             -		   -        26,062
   Interest expense	                     (217,140)     (353,069)	 (167,934)
   Other income		                       171,500        52,441             -
   Unrealized loss on investments	      (71,541)             -    (394,289 )
   Gain on disposition of assets 	         3,500      (43,803) 	  (43,324)
					--------------	------------  ------------
   Total Other Income (Expense)		       965,933       314,735     (579,485)
 					--------------	------------  ------------
INCOME (LOSS) FROM CONTINUING
 OPERARION BEFORE INCOME TAXES AND
 DISCONTINUED OPERATIONS		       458,968     (637,069)   (3,624,744)

Income taxes (Note 2)	                             -             -  	 	 -
					--------------	------------  ------------
INCOME (LOSS) FROM CONTINUING
 OPERATIONS	                               458,968     (637,069)   (3,624,744)
					--------------	------------  ------------
LOSS FROM DISCONTINUED
 OPERATIONS NET OF ZERO TAX EFFECT
 (Note 13)	                              (41,824)      (15,921)      (30,342)
					--------------	------------  ------------
NET INCOME (LOSS)			$      417,144  $  (652,990)  $(3,655,086)
					==============	============  ============
</TABLE>

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

<S>			<C>				<C>
						      For the Year Ended
 	                                                  December 31,
					------------------------------------------
 	                                          2003          2002          2001
					--------------	------------  ------------



BASIC INCOME (LOSS) PER SHARE

   Continuing operations	        $	  0.01	$     (0.04)  $	    (2.76)
   Discontinued operations                      (0.00)	      (0.00)	    (0.02)
					--------------	------------  ------------
   Basic Income (Loss) Per Share        $	  0.01	$     (0.04)  $     (2.78)
					==============	============  ============
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING	                    41,450,802	  17,657,498     1,313,955
					==============	============  ============


                                                      For the Year Ended
 	                                                  December 31,
					------------------------------------------
 	                                          2003          2002          2001
					--------------	------------  ------------

DILUTED INCOME (LOSS) PER SHARE

   Continuing operations	        $	  0.01 	$     (0.04)  $	    (2.76)
   Discontinued operations	                (0.00)	      (0.00) 	    (0.02)
					--------------	------------  ------------
   Diluted Income (Loss) Per Share	$	  0.01	$     (0.04)  $	    (2.78)
					==============	============  ============
DILUTED WEIGHTED AVERAGE
 NUMBER OF SHARES OUTSTANDING           $   44,450,802	  17,657,498	 1,313,955
					==============	============  ============
</TABLE>
<PAGE>
<TABLE>

              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
     Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
                          December 31, 2003 and 2002


<S>			<C>				<C>				<C>
                                           				    			Expenses
 			Preferred Stock 	Common Stock  	  Additional			Prepaid With
			--------------------	----------------- Paid-in	Subscriptions	Common		Subscriptions	Accumulated
			Shares	      Amount	Shares     Amount Capital	Receivable	Stock		Payable		Deficit
			-------	     -------	---------  ------ ------------	------------	-------------	-------------	-------------
Balance,
December 31, 2000	545,300	      $5,453	  769,318  $  769 $ 11,467,018	$   (286,056)	$	   -	$	    -	$(11,968,843)

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)		-	-	     -		    - 		   -		    -		    -

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)
			-------	     -------	---------  ------ ------------	-------------	------------	-------------	-------------
</TABLE>
<PAGE>

<TABLE>
             BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
     Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
                          December 31, 2003 and 2002


<S>				<C>					<C>				<C>
                                    				  	   			Expenses
			Preferred Stock	        Common Stock  	    Additional 			Prepaid With
			--------------------	------------------- Paid-in	  Subscriptions	Common		Subscriptions	Accumulated
			Shares        Amount    Shares     Amount   Capital	  Receivable	Stock		Payable		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)
   		        -------	     -------	----------  ------- ------------  ------------	-------------	-------------	-------------
</TABLE>

<PAGE>

<TABLE>

              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
     Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
                          December 31, 2003 and 2002
<S>				<C>					<C>					<C>
	                                                       					Expenses
			Preferred Stock	        Common Stock  	    Additional 			Prepaid With
			--------------------	------------------- Paid-in	  Subscriptions	Common		Subscriptions	Accumulated
              		Shares        Amount    Shares     Amount   Capital	  Receivable	Stock		Payable		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)

Common stock issued on
 conversion of debt	      -		   -	 5,000,000    5,000	  68,511	     -		    - 		    -		    -

Common stock issued for
 services rendered	      -		   -	 2,259,000    2,259	 106,780	     -		    -		    -		    -

Common shares issued for
 services and prepaid
 services		      -		   -	 6,000,000    6,000	  56,000	     -	     (56,000)		    - 		    -

Common stock issued as
 payment of debts	      -		   - 	 9,635,680    9,635	 239,025	     -		    -		    -		    -

Common stock issued as
 settlement of debts	      -		   -    24,240,000   24,240	 473,280	     -		    -		    -		    -

Common stock issued for
 subscriptions receivable     -		   -	 4,550,000    4,550	  17,950      (22,500)		    -		    -		    -

Dividend accrual	      - 	   -		 -	  -	(30,920)	     -		    -		    - 		    -

Beneficial conversion feature
 on convertible debt	      -		   - 		 -	  -	   6,250	     -		    -		    -		    -

Cash received on
 subscriptions receivable     -		   -		 -	  -	       -	22,500		    -		    -		    -

Amortization of prepaid
 services		      -		   - 		 - 	  -	       -	     -	       53,000		    -		    -
			-------	     -------	----------  ------- ------------  ------------	-------------	-------------	-------------
Balance forward		515,300	     $ 5,153    75,773,888 $ 75,774 $ 13,731,300  $	     -	$     (3,000)	$	    -   $(16,276,919)
			-------	     -------	----------  ------- ------------  ------------	-------------	-------------	-------------

</TABLE>



<TABLE>

                BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
     Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
                          December 31, 2003 and 2002
<S>					<C>						<C>
												Expenses
			Preferred Stock	        Common Stock  	    Additional 			Prepaid With
			--------------------	------------------- Paid-in	  Subscriptions	Common		Subscriptions	Accumulated
              		Shares        Amount    Shares     Amount   Capital	  Receivable	Stock		Payable		Deficit
			-------	     -------	---------  -------- ------------  ------------	-------------	-------------	------------


Balance forward		515,300	     $ 5,153	75,773,888 $ 75,774 $ 13,731,300  $	     -	$     (3,000)	$	    -	$(16,276,919)

Cash received on
subscriptions payable	      -		   -		 -	  -	       -	     -		    -	       10,000		    -

Net income for the year
ended December 31, 2003	      -		   -		 -	  -	       -	     -		    -		    -	      417,144
			-------	     -------	---------- -------- ------------  ------------	-------------	-------------	-------------
Balance, December 31,
2003	        	515,300      $ 5,153    75,773,888 $ 75,774 $ 13,731,300  $	     -	$     (3,000)	$      10,000	$(15,859,775)
			=======	     =======	========== ======== ============  ============  =============	=============	=============

</TABLE>


<PAGE>
<TABLE>
             BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                    Consolidated Statements of Cash Flows
                          December 31, 2003 and 2002
<S>				<C>				<C>
	 	                                                       For the Year Ended
 			                                                  December 31,
							--------------------------------------------
		 	                                           2003          2002           2001
							---------------	-------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) from continuing operations		$	417,144	$   (637,069)	$(3,624,744)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation			 			           9,984       34,560	      40,182
Allowance for uncollectible subscription
receivable				                               -      157,769 	           -
Beneficial conversion costs					   6,250      175,000 	           -
Warrants issued below market				               -       13,143	           -
Bad debt expense			                               -            -	     500,541
Loss on disposal of assets				               -       43,802	      43,324
Loss on investments, net			                   3,609            -	     394,289
Gain on settlements of debts				     (1,141,497)    (508,498)	   2,083,300
Loss on settlements of debts	 			          90,863            -	           -
Amortization of prepaid expenses (equity)			  53,000	    -              -
Common stock issued for services				 115,040       21,736		   -
Discontinued operations:
Net loss				                          41,824     (15,921)	    (30,342)
Depreciation					                       -            -	       9,640
Changes in operating assets and liabilities:
(Increase) decrease in accounts and
notes receivable 				                       -       24,855	       2,145
(Increase) decrease in other assets				     367        (198)	       5,146
Increase (decrease) in accounts payable				  70,690	6,230         25,698
Increase (decrease) in other liabilities			 111,364      214,414	     256,976
Increase (decrease) in discontinued
 operation reserve	 			                       -       15,921 	     (9,163)
							---------------- ------------	------------
 Net Cash Used in Operating Activities			       (221,362)    (454,256)      (303,008)
							---------------- ------------	------------
CASH FLOWS FROM INVESTING ACTIVITIES

Funds received from investments				         200,000      101,432              -
Purchase of licensing rights					       -            -              -
Purchase of investments 			                (37,735)            - 	   (399,930)
Receipts of investment disbursements				 134,176            -	           -
Increase in investments 		                        (85,000)	    - 		   -
Purchase of property and equipment				       -            -              -
							---------------- ------------	------------
 Net Cash Provided (Used) in Investing Activities		 211,441      101,432	   (399,930)
							---------------- ------------	------------
CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of notes payable			                (38,036)     (10,417) 	           -
Proceeds from long-term borrowings			          30,536      228,000 	     412,500
Proceeds from subscriptions payable				  10,000	    -	           -
Distributions on notes receivable				(79,228)	    -              -
Receipts of payments on notes receivable	   		  66,475
Receipt of subscription receivable			          22,500       10,068 	      27,455
							---------------- ------------	------------
 Net Cash Provided by Financing Activities		$	  12,247 $    352,809	$    701,189
							================ ============	============
</TABLE>

<PAGE>


<TABLE>
              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
               Consolidated Statements of Cash Flows (Continued)
                          December 31, 2003 and 2002
<S>				<C>				<C>

                                                    		    For the Year Ended
 			                                                  December 31,
							--------------------------------------------
		 	                                           2003          2002           2001
							---------------	-------------   ------------


NET DECREASE IN CASH					$	  2,326 $	 (15)	$    (1,749)

CASH, BEGINNING OF YEAR						    749	          764	       2,513
							--------------- -------------	------------
CASH, END OF YEAR					$	  3,075 $	  749   $	 764
							=============== =============	============

SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION

 Interest paid	 			                $	      - $           -	$	 472
 Income taxes paid 			                $             - $	    - 	$	   -

SUPPLEMENTAL DISCLOSURE OF
 NON-CASH ACTIVITIES

 Common stock issued in conversion
 of debts and interest				        $       819,696 $     233,383	$    509,912
 Common stock issued for services			$	115,040 $      21,736	$          -
 Common stock issued for subscriptions
 receivable  	                                        $	 22,500 $	    -   $	   -
 Common stock issued for prepaid
 services  	                                        $	 56,000 $	    -   $	   -

</TABLE>
<PAGE>







              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

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  years ended
December   31,   2003,  2002,  and  2001,  DotCom  had  no  significant
operations.

PSI was incorporated  in January 2000 to hold and manage investments in
professional sports. During  the  years  ended December 31, 2003, 2002,
and 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.   Orange  discontinued
operations effective December 31, 2000 (Note 13).

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. Effective December 31, 2000,
Bay Area discontinued its operations (Note 13).




                                      23

<PAGE>

               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 1 - COMPANY BACKGROUND (Continued)

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. Effective December 31, 2000,
Riverside discontinued its operations (Note 13).

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. Effective December 31, 2000,
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.

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  $15,859,775  and $16,276,919 as of December
31, 2003 and 2002, respectively. The Company  also  has  certain  debts
that  are  in default at December 31, 2003. The Company's stockholders'
deficit at December  31,  2003  and 2002 was $2,040,548 and $3,453,252,
respectively, and its current liabilities  exceeded  its current assets
by $2,249,191 and $3,912,144, 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.




                                      23

<PAGE>

               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 2 - GOING CONCERN (Continued)

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.





                                      23

<PAGE>

               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 Income (Loss) Per Share

				  2003          2002     2001

Income (loss) (numerator)   $     417,144 $    (652,990)   $(3,655,086)
Shares (denominator)           41,450,802    17,657,498      1,313,955

Per share amount            $        0.01 $       (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. Recent Accounting Pronouncements

During  the year ended December  31,  2003,  the  Company  adopted  the
following   accounting  pronouncements  which  had  no  impact  on  the
consolidated financial statements or results of operations:

	SFAS No. 143, Accounting for Asset Retirement Obligations;
	SFAS  No.145,  Recision  of  FASB Statements 4, 44, and 64,
		amendment of Statement 13, and Technical Corrections;
	SFAS No. 146, Accounting for Exit or Disposal Activities;
	SFAS   No.   147,   Acquisitions   of   certain   Financial
		Institutions; and
	SFAS No. 148, Accounting for Stock Based Compensation.
	SFAS  No.149,  Amendment  of Statement  133  on  Derivative
		Instruments and Hedging Activities;
	SFAS No.150, Accounting for  Certain  Financial Instruments
		with Characteristics of both Liabilities and Equity





                                      23

<PAGE>

               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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, 2003 and 2002:
                                                 December 31,
                                        2003         2002          2001
    Deferred tax assets:
        NOL Carryover              $   6,191,100 $  6,316,700  $4,610,850
        Related Party                    129,330            -           -

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

    Valuation allowance               (6,320,430)  (5,985,600) (4,610,850)

    Net deferred tax asset         $           - $          -  $        -




                                      23

<PAGE>

               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

g. Provision for Taxes (Continued)

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,
2003, 2002, and 2001 due to the following:

                                                     December 31,
                                             2003        2002          2001

        Book income (loss)               $   192,190 $    225,625   1,334,853
        Stock for services/options expense     3,705       (8,480)          -
        Other                                      -       18,295    (395,774)
        Judgments                                  -      (18,190)   (747,282)
        Meals & Entertainment                  4,900            -           -
        Beneficial Conversion                  2,440            -           -
        Unrealized Gain/Loss                  27,900            -           -
        Related Parties                            -        8,650    (129,107)
        Valuation allowance                 (231,075)    (225,900)    (62,690)

                                         $         - $          -  $        -

At  December 31, 2003, the Company had net operating loss carryforwards
of approximately  $15,874,000 that may be offset against future taxable
income from the year  2003  through  2023.   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.





                                      23

<PAGE>

                   BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

j. 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.

k. Reclassifications

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

l. 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.




                                      23

<PAGE>

               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 4 - INVESTMENTS IN LIMITED PARTNERSHIPS

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  9).  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  9).  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.  During
the  year  ended  December  31, 2003,  Canyon  Shadows  distributed  an
additional  $134,176 to the Company,  while  the  Company  invested  an
additional $12,734 into the Investment.

On May 26, 2003  the Company entered into a Memorandum of Understanding
with an individual  whereby the Company is to organize a subsidiary and
sell a 21% interest in  the  subsidiary to the individual for $200,000.
Immediately thereafter, the Company  would  transfer the control of the
Canyon Shadows LP to the new subsidiary.  Thereafter, the individual is
to  be  entitled  to  21%  of the quarterly distributions  from  Canyon
Shadows LP or $5,000 whichever  is  greater.   After twenty-four months
the individual has the option to sell her interest  back to the Company
for $200,000.  As of December 31, 2003, the Company has  not yet formed
the  subsidiary  entity,  but  has  been  making  cash payments to  the
individual totaling 21% of the Company's monthly distribution  from the
Canyon Shadows investment.




                                      23

<PAGE>

              BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 5 - FIXED ASSETS

Fixed assets consist of the following:
                                                 For the Year Ended
                                                    December 31,
                                         2003          2002         2001

     Furniture and fixtures	     $	 3,559	     $   3,559	   $	5,823
     Computers and software		32,669		32,669        126,865
     Other equipment			20,000		20,000	       22,815
					------		------	      -------
                                        56,228		56,228	      155,503

     Accumulated depreciation	       (46,190)	       (36,236)	      (57,119)
				       --------	       --------	      --------
     Net fixed assets		     $  10,038	     $	20,022	   $   98,384
				       ========	       ========	      ========

Depreciation  expense for the years ended December 31, 2003, 2002,  and
2001 was $9,984, $34,560, and $40,182 respectively.

NOTE 6 - OTHER INVESTMENTS

During the year  ended  December 31, 2003, the Company paid $25,000 for
100,000 shares of Nutek Oil,  Inc.  ("Nutek").  Nutek is a start-up oil
and  gas exploration entity.  The Company  has  elected  to  value  its
investment in Nutek at cost.

During  the  2003  fiscal  year  the Company received 125,000 shares of
Microsignal, Inc. from an unrelated  entity  that  had defaulted on its
loan  to the Company.  These Microsignal shares were  transferred  into
the Company's  wholly-owned  subsidiary  Silverleaf  Venture Fund, Ltd.
("Silverleaf").  Silverleaf sold the shares at market  value,  and  has
subsequently  purchased various stocks and short-term investments.  The
Company has elected  to  value  its  investment  in  Silverleaf  at the
aggregate  market  value of Silverleaf's investment account, which,  at
December 31, 2003, totaled $71,391.

During  2003  the  Company   reached   a   Settlement   Agreement  with
International Sports & Media Group, Inc. ("ISME") whereby  the  Company
forgave  all  of ISME's debts payable to the Company in exchange for  a
cash payment of  $125,000,  100,000  shares of ISME's common stock, and
warrants  to purchase an additional 100,000  shares  of  ISME's  common
stock at $1.00  per  share.   At the date this Settlement Agreement was
executed, the market value of ISME's  common stock was $0.10 per share.
The Company has elected to value the investment  in  ISME at its market
value  on  this date, making a total value of $10,000 at  December  31,
2003.










               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 7 - NOTES PAYABLE

Notes payable consist of the following at December 31, 2003, 2002, and
2001:

                                                       December 31,
                                           2003           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   $ 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       86,854

    Note payable at 10%, secured by
      deed of trust, due March 31, 1996,
      currently in default.                  65,000	   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.       	     359,583      661,090       700,312

    Convertible note payable, accrues
      interest at aRate of 6.0% per annum,
      two-year term.                          25,000            -            -

    Others				      10,000        10,000       10,000
  					  -----------	-----------  -----------

         Total Notes Payable           	   1,046,437     1,350,944    1,362,166
         Less: Current Portion		    (521,437)	  (850,944)    (862,166)
  					  -----------	-----------  -----------
         Long-Term Notes Payable	$    525,000	$  500,000   $  500,000
  					  ===========	===========  ===========








               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002


NOTE 7 - NOTES PAYABLE (Continued)

The aggregate principal maturities of notes payable are as follows:

       Year Ended
       December 31,                                          Amount

              2003                                        $    521,437
              2004                                                   -
              2005                                             525,000
       2006 and thereafter                                           -
							  ------------
              Total                                       $  1,046,437
							  ============

At December  31,  2003,  the  Company  was in default on its two notes
payable.  The note holders have not taken any legal action against the
Company as permitted by the agreements.   Accrued  interest  on  these
notes totaled $23,950 as of December 31, 2003.

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.

NOTE 9 - 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. 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,  2003,  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.

a.Stock Escrow and Security Agreement

In October 2003, the Company entered into a Stock  Escrow and Security
Agreement  with  Angus  Holdings,  LLC ("Angus") whereby  the  Company
borrowed $25,000 under the terms of a convertible promissory note.  As
an additional provision of the

               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002


NOTE 9 - COMMITMENTS AND CONTINGENCIES (Continued)

c. Stock Escrow and Security Agreement (Continued)

agreement, the Company deposited 3,000,000  shares of its common stock
into escrow, to be released to Angus should the Company default on the
terms of its convertible note agreement.

d. Litigation

At  December  31,  2003,  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  2003, this liability was transferred to
an unrelated entity by the name of Jeager and Kodner, LP. ("JK").  The
Company negotiated a new settlement with JK whereby JK became entitled
to  the Company's cash receipts from  its  Canyon  Shadows  investment
(less 21% - see Note 4), until JK is paid in full.  As of December 31,
2003, the Bank of Hemet/JK liability totaled $168,794.

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 was recorded at $1,238,785.   During
the year ended December 31, 2003, this amount was settled in full  for
20,000,000 shares of the Company's common stock.

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, 2003,
the liability is recorded at the settled amount, plus accrued interest
imputed at 8% annually totaling $23,328.


               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 9 - COMMITMENTS AND CONTINGENCIES (Continued)

In 2001, AMG Consulting  brought  legal  action  against  the Company,
seeking  damages of $21,012.  During 2003, this amount was settled  in
full for $6,000 in cash.

In 2002, a  former  employee  received  a  legal  judgment against the
Company  totaling  $20,110.  At December 31, 2003, this  liability  is
recorded at the settled  amount  plus  accrued  interest imputed at 8%
annually for a total liability of $23,021.

NOTE 10 -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 11 -SEGMENT INFORMATION

At December 31, 2000, the  Company  operated  in  three  separate  and
distinct  business  arenas:  website  development, business management
consulting, and professional soccer franchise management.  The Company
discontinued its soccer operations in the  2000  fiscal  year, and its
other segments have been inactive through December 31, 2003.

NOTE 12 -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.

As required by ASR 118, the investment  committee  of  the  company is
required  to  assign a fair value to all investments.  To comply  with
Section 2(a)(41) of the Investment Company Act and Rule 2a-4 under the
Investment Company Act, it is incumbent upon the board of directors to
satisfy themselves  that all appropriate factors relevant to the value
of securities for which  market  quotations  are not readily available
have been considered and to determine the method  of  arriving  at the
fair value of each such security.  To the extent considered necessary,
the  board may appoint persons to assist them in the determination  of
such value,  and  to  make  the  actual  calculations  pursuant to the
board's  direction.   The  board  must  also,  consistent  with   this
responsibility,  continuously review the appropriateness of the method
used in valuing each  issue  of  security  in the company's portfolio.
The directors must recognize their responsibilities in this matter and
whenever technical assistance is requested from  individuals  who  are
not directors, the findings of such

               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 12 -INVESTMENTS AND INVESTMENT VALUATION (Continued)

intervals  must  be  carefully  reviewed  by the directors in order to
satisfy themselves that the resulting valuations are fair.

No   single   standard   for   determining  "fair  value...  in   good
faith"  can  be  laid  down,  since  fair  value   depends   upon  the
circumstances  of  each individual case.  As a general principle,  the
current "fair value"  of  an  issue  of securities being valued by the
board of directors would appear to be the amount which the owner might
reasonably  expect  to  receive  for them  upon  their  current  sale.
Methods which are in accord with this  principle  may, for example, be
based  on  a  multiple  of earnings, or a discount from  market  of  a
similar freely traded security,  or  yield to maturity with respect to
debt issues, or combination of these and  other  methods.  Some of the
general factors which the directors should consider  in  determining a
valuation  method  for an individual issue of securities include:   1)
the fundamental analytical  data  relating  to  the investment, 2) the
nature and duration of restrictions on disposition  of the securities,
and 3) an evaluation of the forces which influence the market in which
these  securities  are  purchased  and sold.  Among the more  specific
factors which are to be considered are:   type  of security, financial
statements, cost at date of purchase, size of holding,  discount  from
market  value  of unrestricted securities of the same class at time of
purchase, special  reports prepared by analysis, information as to any
transactions or offers  with  respect  to  the  security, existence of
merger proposals or tender offers affecting the securities,  price and
extent  of  public  trading  in  similar  securities  of the issuer or
comparable companies, and other relevant matters.

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  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.




                                      23

<PAGE>
               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 12 -INVESTMENTS AND INVESTMENT VALUATION  (Continued)

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 13 - 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,  2003 and 2002, respectively, which consists
of net liabilities in excess of recoverable assets. No tax benefit has
been attributed to the discontinued operations.


							December 31,
                                           2003		   2002		    2001

      REVENUES                 		 $	-	$	-	$	648
					----------	----------	-----------
      OPERATING EXPENSES

        General and administrative		-           2,840	     21,388
        Depreciation and amortization	      216	    9,640	      9,640
					----------	----------	-----------
            Total Operating Expenses          216	   12,480	     31,028
					----------	----------	-----------
      LOSS FROM OPERATIONS                   (216)	  (12,480)	    (30,380)
					----------	----------	-----------
      OTHER INCOME (EXPENSE)

       Loss on disposal of assets		-	   (3,441)		  -
       Interest income				-		-		 72
       Interest expense			  (41,608)		-		(34)
					----------	----------	-----------
          Total Other Income (Expense)	  (41,608)	   (3,441)		 38
					----------	----------	-----------
      LOSS FROM DISCONTINUED
       OPERATIONS			$ (41,824)	$ (15,921)	$   (30,342)
					==========	==========	============



<PAGE>
               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 14 - 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, 2003,
2002, and 2001 is as follows:

<TABLE>
		<S>			<C>			<C>
                                            2003      			2002

						  Weighted		  Weighted
						  Shares		  Shares
						  Exercise		  Exercise
					Shares	  Price		Shares	  Price
	Outstanding, beginning
	of year				3,012,500 $ 0.94      3,012,500   $  0.94
		Granted				-      -	      -		-
		Canceled			-      -	      -		-
		Exercised			-      -	      -		-
					---------- ------     ----------  --------

	Outstanding, end of year	3,012,500 $ 0.94      3,012,500   $  0.94
					========== =====     ==========  =========

	Exercisable, end of year	3,012,500 $ 0.94	      -	  $	-
					========== =====     ==========  =========

	Weighted average fair value
	 of options and warrants
	 granted during the year        $    0.50                  	  $  0.50
					==========			 =========

								2001

									  Weighted
									  Shares
									  Exercise
								Shares	  Price
         Outstanding, beginning
         of year						     -	  $	-
             Granted						12,500	     2.00
             Canceled						     -		-
             Exercised						     -		-
							     ----------  ---------

         Outstanding, end of year				12,500	` $  2.00
							     =========  ==========

         Exercisable, end of year				     -	  $	-
							     =========  ==========
         Weighted average fair value
          of options and warrants
	  granted during the year					  $  2.00
							     		==========

</TABLE>
<PAGE>
               BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
                Notes to the Consolidated Financial Statements
                          December 31, 2003 and 2002

NOTE 15 - 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,
			    2003	   2002		   2001		   2000

Net asset value,
beginning of period	$  (0.20)	$  (2.78)	$   (2.59)	$  13.93
			-----------	----------	-----------	----------

Income from investment
operations:

Net investment loss	   (0.01)	   (0.04)	    (2.48)        (11.93)

Net losses
securities (realized
and unrealized)		   (0.00)	   (0.00)	    (0.30)	   (2.04)
			-----------	----------	-----------	----------
Total from investment
operations		   (0.01)	   (0.04)	    (2.78)        (13.97)
			-----------	----------	-----------	----------
Other Increase
(decrease)		    0.16	    2.62	     2.59	   (2.55)

Less distributions from
net investment income	       -	       -		-		-
			-----------	----------	-----------	----------
Net asset value, end of
period			$  (0.05)	$  (0.20)	$   (2.78)	$  (2.59)
			===========	==========	===========	==========


Calculated using post-split weighted-average shares outstanding.


NOTE 16 -SUBSEQUENT EVENTS

Subsequent  to  December 31, 2003, the Company issued 5,000,000 shares
of its previously  unissued  common  stock to an unrelated individual,
pursuant to a stock subscription payable  agreement.  In addition, the
Company  issued  2,692,308  shares  of common stock  to  an  unrelated
individual upon conversion of a convertible debenture.

In March 2004 the Company entered into  a  Settlement  Agreement  with
Eric  Rasmussen, whereby the Company issued 4,666,667 shares of common
stock and agreed to pay an additional $25,000 in cash to Mr. Rasmussen
in lieu  of  outstanding debts totaling $98,734.  Further, the Company
reached an Agreement  with a former employee whereby it issued 500,000
shares of common stock  and agreed to pay $2,500 per month in exchange
for the full forgiveness  of  $18,098  in accrued wages payable to the
individual.





ITEM  8.    CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS  ON  ACCOUNTING  AND
            FINANCIAL DISCLOSURES

In its two most recent  fiscal  years  or any later interim period, the Company
has  had no disagreements with its certifying  accountants  on  accounting  and
financial disclosures.

ITEM  8A.   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 III

ITEM  9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following persons constitute all  of  the  Company's Executive Officers and
Directors:

     NAME               AGE         POSITION

   Robert A. Braner     64          President, CEO, Chairman of the Board of
                                    Director

   Melissa R. Blue      25          Chief Financial Officer, Corporate
                                    Secretary

   Donna Steward        62          Director

   Charles Snipes       82          Director

   Jason Sunstein       32          Director

   Christopher Houghton 48          Director

   Nigel Gordon-Stewart 43          Director



The Company's Bylaws currently authorize up to 13  directors.  Each director is
elected for one year at the annual meeting of stockholders and serves until the
next  annual  meeting  or  until  a  successor  is  duly elected and qualified.
Executive officers serve at the discretion of our board of directors. There are
no family relationships among any of the directors and executive officers.


Robert A. Braner

Mr. Braner has over thirty years experience in providing  executive  leadership
to   progressively   minded   growth   companies   and   internationally  known
organizations. Mr Braner combines a diverse financial management,  and creative
leadership  with solid international experience in the cross-cultural  business
process.

He assumed the  position of President and Chief Operating Officer of Automobili
Lamborghini USA,  Inc.  in 1993 after assisting an Indonesian consortium in the
purchase  and  funding  of  Automobili   Lamborghini   S.p.A.   from   Chrysler
Corporation.

Mr.  Braner  also  served  as  a  senior  executive member of the international
committee  for long-term strategic planning,  corporate  funding,  new  product
development  and  global  positioning  at  Automobili  Lamborghini S.p.A. Sant'
Agata, Italy and Jakarta, Indonesia.

Before joining Automobili Lamborghini, he also served as  President  and member
of the board at Vector Aeromotive Corporation (NASDAQ).

Melissa R. Blue

In  April  2003,  Melissa  R. Blue became Chief Financial Officer and Corporate
Secretary of Broadleaf Capital  Partners,  Inc.   She has previously worked for
certified  public  accounting  firms  in  Nevada and South  Carolina.   Melissa
graduated with her Bachelor of Science in Accounting  from Winthrop University.
She  is  currently  in  the  process  of  getting  her  Masters   of   Business
Administration from the University of Phoenix.  She also is a principle  in  an
accounting firm in Las Vegas, Nevada.

Donna M. Steward

Donna  M.  Steward  has  over 37 years of experience in the banking industry in
credit management and managing  operations  both  domestic  and  international.
Having  worked in various management positions within that industry.   She  has
maintained  a  long  working  relationship  with  her  clients with that "extra
attention"  to  achieve  success.   Ms.  Steward has her own  Mortgage  Company
since1995, consulting and negotiating with  banks.   Ms.  Steward is a licensed
real estate broker and insurance broker in the State of California.

Ms Steward is very active in the local community and serves  on several boards.
Currently she is on the board of Storage Suites America (SSUA-OTC) as well as a
number of privately held companies.

Charles Snipes

Born  in  Arizona, raised in Southern California, product of the  local  school
system.  Graduated  from UCLA in Business and Accounting.  Spent 5 years in the
Navy during World War  II.   Involved  in  various  business firms as employee,
manager, and owner for 25 years.  From 1973 to 1993, when he sold the business,
President of an internal oil service company, with offices  in 20 states and 16
foreign countries.  Since 1993, he has been involved in various  aspects of the
self-storage  business,  as  well  as serving on several Boards in a consulting
capacity.

Jason Sunstein

Jason Sunstein is currently working as Viper Networks, Inc.'s Vice President of
Finance,  Secretary  and a Director since  2000.  He  is  a  seasoned  business
executive who previously  held  the  position  of  Senior  Vice  President  and
Secretary of a publicly traded international real estate development, sales and
management  company  where  he was responsible for all aspects of corporate and
real estate finance. During his  12  year tenure, Mr. Sunstein was instrumental
in taking the company from roughly $1,000,000  in  real  estate  assets to over
$100,000,000. Mr. Sunstein attended San Diego State University where he majored
in Finance. His previously experience was in the public securities  market as a
licensed securities broker.

Christopher Houghton

Christopher  Houghton  is  a  Project  Director  for  IMPAC,  a  privately-held
productivity improvement company.  Mr. Houghton previously worked  in executive
management with News Limited, a newspaper publisher in Sydney, Australia.

Nigel Gordon-Stewart

Nigel  is  a  creative  marketing  and sales professional with extensive  brand
handling and development experience  specialising  in  niche  marketing of high
value products and creative services.  He has held director level  positions in
powerful  brand-name  companies (e.g. McLaren International Limited, Automobili
Lamborghini  SpA,  MG Sport  &  Racing  Limited  and  the  entertainment/artist
management company,  CAN  International Limited) and is known for his strategic
business conceptual thinking  complimented  by  a  strong  appreciation  of the
market  and  the  consumer.   Nigel  is currently managing director of Carry On
Films Limited, a UK based film company (see www.carryonlondonfilm.com).




<PAGE>
      CODE OF ETHICS.

Effective January 1, 2004, the Board of  Directors adopted a Code of Ethics for
Senior  Financial Officers. The Code of Ethics  was  adopted  pursuant  to  the
requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations of
the Securities and Exchange Commission thereunder. A copy of the Code of Ethics
will be made  available  upon request at no charge. Requests should be directed
in writing to the Company  at  5440  W.  Sahara  Avenue,  Suite 202, Las Vegas,
Nevada 89146.

      SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company's President and Chief Executive Office, Robert A. Braner, failed to
file  a  report  on  Form  4  covering  the issuance to him by the  Company  of
9,435,680 shares of common stock on/or about September 24, 2003.

The Company's Director, Donna Steward, failed  to  file  a  report  on  Form  5
covering  the  issuance  to  her by the Company for the year ended December 31,
2003.

The Company's Director, Charles  Snipes,  failed  to  file  a  report on Form 5
covering  the  issuance  to her by the Company for the year ended December  31,
2003.

The Company's Director, Jason  Sunstein,  failed  to  file  a  report on Form 5
covering  the  issuance  to her by the Company for the year ended December  31,
2003.

The Company's Director, Christopher Houghton, failed to file a report on Form 5
covering the issuance to her  by  the  Company  for the year ended December 31,
2003.

The Company's Director, Nigel Gordon-Stewart, failed to file a report on Form 5
covering the issuance to her by the Company for the  year  ended  December  31,
2003.


ITEM  10.   EXECUTIVE COMPENSATION

                          SUMMARY COMPENSATION TABLE
NAME AND
PRINCIPAL POSITIONYEAR       ANNUAL        LONG TERM COMPENSATION
                        COMPENSATION

Robert A. Braner  2003  $ 250,000          9,435,680 shares of common stock (1)
President/CEO

Melissa R. Blue   2003     18,000          1,000,000 shares of common stock (2)
CFO/Corporate Secretary

(1)   On  or  about  September 24, 2003, the Company issued these shares to Mr.
      Braner in lieu of compensation accrued and unpaid as of June 30, 2003.
(2)   On or about September  10,  2003, the Company issued these shares to Miss
      Blue as a part of her compensation.

<PAGE>

ITEM  11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT AND
            RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of March 30, 2004, the number and percentage
of  outstanding shares of common stock  which,  according  to  the  information
supplied to us, were beneficially owned by (i) each current director, (ii) each
current  executive  officer, (iii) all current directors and executive officers
as a  group, and (iv)  each   person  who,  to our knowledge, is the beneficial
owner  of more than 5% of our outstanding common  stock.  Except  as  otherwise
indicated,  the  persons  named  in  the  table  below  have  sole  voting  and
dispositive  power  with  respect  to all shares beneficially owned, subject to
community property laws (where applicable).

TITLE OF CLASS          NAME AND ADDRESS OF           AMOUNT OF    PERCENT OF
                          BENEFICIAL OWNER       BENEFICIAL OWNERSHIP
                                                 CLASS

Common Stock            Robert A. Braner               10,303,680        9.00%
                        5440 W. Sahara Ave. Ste. 202
                        Las Vegas, NV 89146

Common Stock            Melissa R. Blue                1,000,000         *
                        5440 W. Sahara Ave. Ste 202
                        Las Vegas, NV 89146

Common Stock            Donna Steward                  550,000     	 *
                        5440 W. Sahara Ave. Ste 202
                        Las Vegas, NV 89146

Common Stock            Charles Snipes                 50,000            *
                        5440 W. Sahara Ave. Ste 202
                        Las Vegas, NV 89146

Common Stock            Jason Sunstein                 50,000            *
                        5440 W. Sahara Ave. Ste 202
                        Las Vegas, NV 89142

Common Stock            Christopher Houghton           50,000            *
                        5440 W. Sahara Ave. Ste 202
                        Las Vegas, NV 89142

Common Stock            Nigel Gordon-Stewart           50,000            *
                        5440 W. Sahara Ave. Ste 202
                        Las Vegas, NV 89142

Common Stock (all officers and                         12,053,680        11.00%
directors as a group-7 persons)

* Less than one percent



ITEM  12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no reportable transactions during the period covered by this report.

ITEM  13.   EXHIBITS, LIST AND REPORTS ON FORM  8-K

      (a)   Exhibits

Exhibits required to be attached by Item 601 of Regulation S-B are listed in
the Index to Exhibits and are incorporated herein by this reference.

      (b)   Reports on Form 8-K.

The following reports on Form 8-K were filed during the period covered by this
Form 10-KSB:

            May 21, 2003      Item 5. Other Events and Required FD Disclosure

            September 25, 2003Item 5. Other Events and Required FD Disclosure

            November 19, 2003 Item 5. Other Events and Required FD Disclosure;
                              Item 6. Resignations of Registrant's Directors


ITEM  14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES


HJ  and  Associates,  LLC  was  engaged as  the  independent  certified  public
accountants to audit the consolidated  financial  statements of the Company and
its subsidiaries for the 2003 fiscal year.


The  aggregate  fees  billed  to Broadleaf Capital Partners,  Inc.  by  HJ  and
Associates,  LLC.    for   fiscal   years    2003  and  2002  are  $38,425  and
$44,142 respectively.



                                   PART F/S

                         INDEX TO FINANCIAL STATEMENTS

Auditor's Report............................................................	F-2

Balance Sheets as of December 31, 2003 and 2002.............................	F-3

Statement of Operations for the years ended December 31, 2003, 2002
and 2001....................................................................	F-4

Statement of Changes in Stockholder's Equity for the years ended December 31,
2003 and 2002...............................................................	F-5

Statement of Cash Flows for the years ended December 31, 2003, 2002 and 2001	F-6

Notes to Financial Statements...............................................	F-7


<PAGE>

                               INDEX TO EXHIBITS
EXHIBIT
NO.               DESCRIPTION


                  ARTICLES OF INCORPORATION AND BY-LAWS

3(i)        *     Articles of Incorporation as amended

3(vi)  	    *     Bylaws


                  CERTIFICATIONS

31.1              Rule 15d-14(a) certifications
31.2              Rule 15d-14(a) certifications

32.1   		  Section 1350 certifications
32.2   		  Section 1350 certifications


*     Incorporated herein by reference from filings previously made by the
      Company




<PAGE>
                                  SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized, this 14 day of April, 2004.




                                           Broadleaf Capital Partners, Inc.

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


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Signature                           Title                    Date

/s/ Robert A. Braner          President; CEO, Director;      April 14, 2004
- ---------------------
    Robert A. Braner

/s/ Melissa R. Blue           CFO; Secretary                 April 14, 2004
- --------------------
    Melissa R. Blue

/s/Donna Steward              Director                       April 14, 2004
- -----------------
   Donna Steward

/s/ Charles Snipes            Director                       April 14, 2004
- -------------------
    Charles Snipes

/s/ Jason Sunstein            Director                       April 14, 2004
- -------------------
    Jason Sunstein

/s/ Christopher Houghton      Director                       April 14, 2004
- -------------------------
    Christopher Houghton

/s/ Nigel-Gordon-Stewart      Director                       April 14, 2004
- -------------------------
    Nigel Gordon-Stewart






<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>m31exh1.txt
<TEXT>
                                 EXHIBIT 31.1
                           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  annual  report on Form 10-KSB of BROADLEAF CAPITAL
   PARTNERS, INC.;

2.  Based on my knowledge, this annual  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 annual report;

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

4.    The  registrant's  other certifying officer and  I  are  responsible  for
   establishing and maintaining  disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

   a)  designed such disclosure controls and procedures to ensure that material
      information  relating  to  the  registrant,  including  its  consolidated
      subsidiaries, is made known  to  us  by  others  within  those  entities,
      particularly  during  the  period  in  which  this annual report is being
      prepared;

   b)  evaluated the effectiveness of the registrant's  disclosure controls and
      procedures as of a date within 90 days prior to the  filing  date of this
      annual report (the "Evaluation Date"); and

   c)   presented in this annual report our conclusions about the effectiveness
      of  the  disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5.  The registrant's  other  certifying  officer and I have disclosed, based on
    our  most recent evaluation, to the registrant's  auditors  and  the  audit
    committee of the registrant's board of directors (or persons performing the
    equivalent functions):

   a)  all  significant  deficiencies  in  the  design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize, and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

   b)  any fraud, whether or not material, that involves  management  or  other
      employees  who  have  a  significant  role  in  the registrant's internal
      controls; and


6.   The  registrant's other certifying officer and I have  indicated  in  this
   annual 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.


Dated: April 14, 2004   /s/ Robert A. Braner
			---------------------
                            President and CEO



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>m31exh2.txt
<TEXT>
                                 EXHIBIT 31.2
                           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  annual  report on Form 10-KSB of BROADLEAF CAPITAL
   PARTNERS, INC.;

2.  Based on my knowledge, this annual  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 annual report;

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

4.    The  registrant's  other certifying officer and  I  are  responsible  for
   establishing and maintaining  disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

   a)  designed such disclosure controls and procedures to ensure that material
      information  relating  to  the  registrant,  including  its  consolidated
      subsidiaries, is made known  to  us  by  others  within  those  entities,
      particularly  during  the  period  in  which  this annual report is being
      prepared;

   b)  evaluated the effectiveness of the registrant's  disclosure controls and
      procedures as of a date within 90 days prior to the  filing  date of this
      annual report (the "Evaluation Date"); and

   c)   presented in this annual report our conclusions about the effectiveness
      of  the  disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5.  The registrant's  other  certifying  officer and I have disclosed, based on
    our  most recent evaluation, to the registrant's  auditors  and  the  audit
    committee of the registrant's board of directors (or persons performing the
    equivalent functions):

   a)  all  significant  deficiencies  in  the  design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize, and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

   b)  any fraud, whether or not material, that involves  management  or  other
      employees  who  have  a  significant  role  in  the registrant's internal
      controls; and


6.   The  registrant's other certifying officer and I have  indicated  in  this
   annual 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.


Dated: April 14, 2004        /s/ Melissa R. Blue
			    ----------------------------
                            CFO and Corporate Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>m32exh1.txt
<TEXT>
                                 EXHIBIT 32.1
                           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 Annual Report of BROADLEAF CAPITAL PARTNERS, INC. (the
`Company") on Form  10-Ksb for the period ended December 31, 2003 as filed with
the Securities and Exchange  Commission  on  the date hereof (the "Report"), I,
Robert  A.  Braner,  President  and Chief Executive  Officer  of  the  Company,
certify, 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) 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 results of operations of the Company.

A  signed original of this written statement required by Section 906  has  been
provided  to  the  Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.


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


Date: April 14. 2004





















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>m32exh2.txt
<TEXT>
                                 EXHIBIT 31.2
                           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 Annual Report of BROADLEAF CAPITAL PARTNERS, INC. (the
"Company") on Form  10-KSB for the period ended December 31, 2003 as filed with
the Securities and Exchange  Commission  on  the date hereof (the "Report'), I,
Melissa  R.  Blue,  Chief  Financial  Officer and Corporate  Secretary  of  the
Company, certify, 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)  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 results of operations of the Company.

A signed original  of  this  written statement required by Section 906 has been
provided to the Company and will  be  retained  by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.


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


Date: April 14, 2004



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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