10-Q/A 1 form10qa04242014.htm 10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(No. 1)
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 814-00175
BROADLEAF CAPITAL PARTNERS, INC.
(Exact name of Registrant as specified in its charter)

Nevada | 88-0490034
(State or other jurisdiction of | (I.R.S. Employer
incorporation or organization) | Identification Number)
3887 Pacific Street |
Las Vegas, Nevada | 89121
(Address of principal executive offices) | (Zip Code)

(702) 650-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

| Yes | X |  | No |  |

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

| Yes | X |  | No |  |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
1

Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company x |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

| Yes |  |  | No | X |

As of May 7, 2014 the registrant had 167,097,874 shares of common stock outstanding.
2

Broadleaf Capital Partners, Inc.
INDEX TO FORM 10-Q

PART I. | FINANCIAL INFORMATION | Page
Item 1. | Consolidated Financial Statements: |
| Consolidated Balance Sheets at March 31, 2014(unaudited), and December 31, 2013 (audited) | 4
| Consolidated Statements of Operations for the Three Months Ended March 31, 2014, and (unaudited) March 31, 2013 (unaudited) | 5
| Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 |
| (unaudited) and March 31, 2013 (unaudited) | 6
| Notes to Consolidated Financial Statements | 8
Item 2. | Management's Discussion and Analysis of Financial Condition |
| and Results of Operations | 22
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 24
Item 4. | Controls and Procedures | 24

PART II. | OTHER INFORMATION |
Item 1. | Legal Proceedings | 25
Item 1A. | Risk Factors | 26
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26
Item 3. | Defaults Upon Senior Securities | 26
Item 4. | Mine Safety Disclosures | 26
Item 5. | Other Information | 26
Item 6. | Exhibits | 26
SIGNATURES | 27

3

Broadleaf Capital Partners, Inc.
FORM 10-Q/A
EXPLANTORY NOTE
We filed our Quarterly Report on Form 10-Q for the year quarterly period ended March 31, 2014 (the "Form 10-Q") on May 2, 2014. Subsequent to the filing if the Form 10-Q, it was determined that their were several typographical and other errors, while not material, if corrected would provide a more clear presentation of the Quarterly Report. This Form 10-Q/A includes new Rule 13a-14(a)/15d-14(a) certificates as Exhibits 31.1 and 31.2, and new certifications pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 32.1 and 32.2. This 10-Q/A does not reflect events that may have occurred subsequent to the original filing date.

BROADLEAF CAPITAL PARTNERS, INC.
Consolidated Balance Sheets
|  | 3/31/14 |  |  | 12/31/13
|  | "Unaudited" |  |  | "Audited"
ASSETS
CURRENT ASSETS |  |  |  |  |
Cash |  | $ | 51,242 |  |  | $ | 7,045 |
Notes receivable current portion |  |  | 130,000 |  |  |  | 135,000 |
TOTAL CURRENT ASSETS |  |  | 181,242 |  |  |  | 142,045 |
Notes Receivable - net of current portion |  |  | 165,000 |  |  |  | 165,000 |
Property, plant and equipment, net |  |  | 45,650 |  |  |  | 0 |
Intangible assets |  |  | 7,751,031 |  |  |  | 0 |
Goodwill |  |  | 256,000 |  |  |  | 0 |
TOTAL ASSETS |  | $ | 8,398,923 |  |  | $ | 307,045 |
LIABILITIES AND EQUITY
CURRENT LIABILITIES |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 94,982 |  |  | $ | 14,951 |
Accrued interest |  |  | 510 |  |  |  | 0 |
Notes payable - current portion |  |  | 17,250 |  |  |  | 12,750 |
TOTAL CURRENT LIABILITIES |  |  | 112,742 |  |  |  | 27,701 |
TOTAL LIABILITIES |  |  | 112,742 |  |  |  | 27,701 |
COMMITMENTS AND CONTINGENCIES (Note 8) |  |  |  |  |  |  |  |
BROADLEAF CAPITAL PARTNERS, INC.( "BDLF")SHAREHOLDERS' EQUITY |  |  |  |  |  |  |  |
Preferred Stock 10,000,000 authorized all series: Series A $0.01 par value 900 shares |  |  |  |  |  |  |  |
issued and outstanding at March 31, 2014 and none at December 31, 2013 |  |  | 9 |  |  |  | 0 |
Series B $0.01 par value 300,000 shares issued and outstanding at March 31, 2014 |  |  |  |  |  |  |  |
and none at December 31, 2013. |  |  | 3,000 |  |  |  | 0 |
Common Stock 250,000,000 authorized at $0.001 par value; 167,097,874 |  |  |  |  |  |  |  |
shares issued and outstanding March 31, 2014 and December 31, 2013. |  |  | 167,098 |  |  |  | 167,098 |
Additional paid-in capital |  |  | 22,161,875 |  |  |  | 14,141,507 |
Accumulated deficit |  |  | (14,045,801 | ) |  |  | (14,029,261 | )
TOTAL EQUITY |  |  | 8,286,181 |  |  |  | 279,344 |
TOTAL LIABILITIES AND EQUITY |  | $ | 8,398,923 |  |  | $ | 307,045 |

4

BROADLEAF CAPITAL PARTNERS, INC.
Consolidated Statements of Operations |
|  | For the Three Months Ended |
|  | 3/31/14 |  |  | 3/31/13 |
|  | "Unaudited" |  |  | "Unaudited" |
REVENUES |  | $ | 0 |  |  | $ | 10,377 |
COST OF SALES |  |  | 0 |  |  |  | 8,684 |
GROSS PROFIT |  |  | 0 |  |  |  | 1,693 |
OPERATING EXPENSES |  |  | 16,030 |  |  |  | 29,783 |
NET INCOME(LOSS) FROM OPERATIONS |  |  | (16,030 | ) |  |  | (28,090 | )
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |
Realized Gain on Sale of Investment |  |  | 0 |  |  |  | 8,467 |
Other Income |  |  | 0 |  |  |  | 2,236 |
Interest expense |  |  | (510 | ) |  |  | (1,262 | )
TOTAL OTHER INCOME (EXPENSE) |  |  | (510 | ) |  |  | 9,441 |
INCOME (LOSS) FROM CONTINUING |  |  |  |  |  |  |  |
OPERATION BEFORE INCOME TAXES |  |  | (16,540 | ) |  |  | (18,649 | )
Income taxes |  |  | 0 |  |  |  | 0 |
NET INCOME (LOSS) |  | $ | (16,540 | ) |  | $ | (18,649 | )
BASIC INCOME (LOSS) PER SHARE |  |  |  |  |  |  |  |
Basic Income(Loss) Per Share |  |  | (0.000 | ) |  |  | (0.000 | )
Diluted Income (Loss) Per Share |  |  | (0.000 | ) |  |  | (0.000 | )
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |  |  |  |  |  |  |  |
BASIC |  |  | 167,097,874 |  |  |  | 167,097,874 |
DILUTED |  |  | 257,097,874 |  |  |  | 167,097,874 |
“The accompanying notes are an integral part of these consolidated financial statements." |

5

BROADLEAF CAPITAL PARTNERS, INC.
Consolidated Statements of Cash Flows
|  | For the Three Months Ended |
|  | 3/31/14 |  |  | 3/31/13 |
|  | "Unaudited" |  |  | "Unaudited" |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |
Net income (loss) from continuing operations |  | $ | (16,540 | ) |  | $ | (18,649 | )
Adjustments to reconcile net loss to net cash |  |  |  |  |  |  |  |
used by operating activities: |  |  |  |  |  |  |  |
Common stock issued for services |  |  | 0 |  |  |  | 0 |
Increase (decrease) in accounts payable /accrued expenses |  |  | 80,031 |  |  |  | (7,503 | )
Increase (decrease) in accrued interest |  |  | 510 |  |  |  | 578 |
(Increase) decrease in other assets |  |  | 0 |  |  |  | 2,265 |
(Increase) decrease in inventory |  |  | 0 |  |  |  | 975 |
NET CASH USED IN OPERATING ACTIVITIES |  |  | 64,001 |  |  |  | (22,334 | )
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |  |  |  |
Acquisition of intangible assets |  |  | (8,007,031 | ) |  |  | 0 |
Purchase of equipment |  |  | (45,650 | ) |  |  | 0 |
NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES |  |  | (8,052,681 | ) |  |  | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |  |
Payments on notes receivable |  |  | 5,000 |  |  |  | 0 |
Proceeds from notes payable |  |  | 4,500 |  |  |  | 0 |
Issuance of preferred stock series A |  |  | 7,722,650 |  |  |  | 0 |
Issuance of preferred stock series B |  |  | 300,727 |  |  |  | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES |  | $ | 8,032,877 |  |  | $ | 0 |
NET DECREASE IN CASH |  |  | 44,197 |  |  |  | (22,334 | )
CASH, BEGINNING OF PERIOD |  |  | 7,045 |  |  |  | 107,627 |
CASH, END OF PERIOD |  |  | 51,242 |  |  |  | 85,293 |
"The accompanying notes are an integral part of these consolidated financial statements." |

6

BROADLEAF CAPITAL PARTNERS, INC.
Consolidated Statements of Cash Flows (Continued)
|  | For the Three Months Ended |
|  | 3/31/14 |  |  | 3/31/13 |
|  | "Unaudited" |  |  | "Unaudited" |
SUPPLEMENTAL DISCLOSURE OF CASH |  |  |  |  |  |
FLOW INFORMATION |  |  |  |  |  |
Interest paid |  | $ | 0 |  |  | $ | 684 |
Income taxes paid |  | $ | 0 |  |  | $ | 0 |
SUPPLEMENTAL DISCLOSURE OF |  |  |  |  |  |  |  |
NON-CASH ACTIVITIES |  |  |  |  |  |  |  |
Preferred stock series A & B stock issued |  |  |  |  |  |  |  |
in purchase of acquisition assets |  | $ | 8,023,377 |  |  | $ | 0 |
Common stock issued for services |  | $ | 0 |  |  | $ | 0 |
"The accompanying notes are an integral part of these consolidated financial statements." |

7

BROADLEAF CAPITAL PARTNERS, INC.
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2013 AND 2012
NOTE 1 - RECENT COMPANY BACKGROUND
Broadleaf Capital Partners, Inc. (the Company), is a corporation organized and existing in Nevada. In November of 2013 the Company formed a wholly owned subsidiary Sustained Release, Inc. Although a private placement memorandum was done in December 2013, no funds were raised and the subsidiary is still inactive. On December 30, 2013 the Company sold an active wholly owned subsidiary Pipeline Nutrition U.S.A. Inc. to a related party. Our financial statements presented herein have been restated to reflect this event for both periods presented. During March 2014 we formed a new subsidiary Texas Gulf Exploration and Production, Inc. which on March 28, 2014 acquired the majority of assets of Texas Gulf Oil & Gas Inc. The assets acquired from Texas Gulf Oil & Gas, Inc. did not include current production of oil or gas or any proven or unproven reserves owned by Texas Gulf Oil & Gas, Inc. Also in March 2014 we formed another new subsidiary Legal Capital Corp. which on March 28, 2014 acquired the majority of assets of Litigation Capital, Inc. On March 31, 2014 we entered into a rescission agreement with our subsidiary Sustained Release, Inc. No sales of Series A Preferred Stock were ever sold in this proposed private placement and the Company has withdrawn this private offering.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements.
Basis of Presentation
The Consolidated Financial Statements include the accounts of the Company and its majority-owned and wholly-owned subsidiaries. All significant intercompany account balances, transactions, profits and losses have been eliminated.
Principles of Consolidation
The financial statements include the accounts of the Company. and its subsidiaries. Intercompany transactions and balances have been eliminated. Equity investments for which we exercise significant influence over but do not control the investee and are not the primary beneficiary of the investee’s activities are accounted for using the equity method where applicable. Investments through which we are not able to exercise significant influence over the investee and which do not have readily determinable fair values are accounted for under the cost method where applicable.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, 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.
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, the carrying amounts approximate fair value due to their short maturities.
Revenue Recognition
The Company utilizes ASC No. 605 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the sales price is fixed or determinable, and (iii) collectability is reasonably assured.
Cash and Cash Equivalents
Cash is comprised of cash in hand and cash held on demand with banks. The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash equivalents are carried at cost, which approximates market value. Cash and cash equivalents comprise of the non-interest bearing checking accounts in US Dollars.
8

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounts Receivable, Net
Accounts receivable represent amounts due from customers on products and other sales. These accounts receivable, which are reduced by an allowance for doubtful accounts, are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectability of its accounts receivable based on a combination of factors, including whether sales were made pursuant to letters of credit. In cases where management is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, management records a specific allowance against amounts due, and reduces the net recognized receivable to the amount the Company believes will be collected. For all other customers, the Company maintains an allowance that considers the total receivables outstanding, historical collection rates and economic trends. Accounts are written off when all efforts to collect have been exhausted.
Stock Based Compensation
When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.
The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.
The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized. As property and equipment are sold or retired, the applicable cost and accumulated depreciation are removed from the accounts and any resulting gains or losses thereon are recognized as operating expenses.
Depreciation is calculated using the straight-line method over the estimated useful lives or, in the case of leasehold improvements, the term of the related lease, including renewal periods, if shorter. Estimated useful lives are as follows:

Buildings | 40 years
Equipment | 5-15 years

The Company reviews property, plant and equipment and all amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability is based on estimated undiscounted cash flows. Measurement of the impairment loss, if any, is based on the difference between the carrying value and fair value.
Impairment of Long-Lived Assets and Amortizable Intangible Assets
The Company follows ASC 360-10, “Property, Plant, and Equipment,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
9

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Intangible Assets - Goodwill
The excess of the purchase price over net tangible and identifiable intangible assets of business acquired is carried as Goodwill on the balance sheet. Goodwill is not amortized, but instead is assessed for impairment at least annually and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Measurement of the impairment loss, if any, is based on the difference between the carrying value and fair value of reporting unit. The goodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess. There were no material impairments to the carrying value of long-lived assets and intangible assets subject to amortization during the quarters ended March 31, 2014, and March 31, 2013.
Business segments
ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of March 31, 2014 and March 31, 2013.
Acquisitions
The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balances as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred.
Fair Value Measurements
For certain financial instruments, including accounts receivable, accounts payable, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.
On January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current li abilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company did not identify any non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815.
10

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In February 2007, the FASB issued ASC 825-10 “Financial Instruments.”ASC 825-10 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. ASC 825-10 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company adopted ASC 825-10 on January 1, 2008. The Company chose not to elect the option to measure the fair value of eligible financial assets and liabilities.
Income Taxes
Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards, 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 the changes in tax laws and rates of the date of enactment.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.
Borrowings
Borrowings are recognized initially at cost which is the fair value of the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortized cost using the effective yield method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognized as interest expense over the period of the borrowings.
Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain.
The Company recognizes the estimated liability to repair or replace products sold still under warranty at the balance sheet date. This provision is calculated based on past history of the level of repairs and replacements.
Legal Matters
The Company is not currently involved in any litigation and no reserves for litigation costs have been made at this time.
Special Purpose Entities
The Company does not have any off-balance sheet financing activities.
11

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Net Income per Share
The Company computes net income (loss) per share in accordance with ASC 260-10, “Earnings Per Share.” The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis. The Company has currently authorized a Series A Preferred Stock which is convertible at a rate of one share of preferred stock into one percent of the fully diluted common stock outstanding at the close of business on the last day prior to the date of notice of conversion.
Common Stock
There is currently only one class of common stock. Each share common stock is entitled to one vote. The authorized number of common stock of Broadleaf Capital Partners, Inc. at March 31, 2014 was 250,000,000 shares with a par value per share of $0.001. Authorized shares that have been issued and fully paid amounted to 167,097,894 as of March 31, 2014 and 2013.
Preferred Stock
On November 16, 2013, the Company’s Board of Directors authorized the issuance of Preferred stock of 10,000,000 with a par value of $0.01 per share. The terms of these shares will be determined upon issuance.
In March of 2014 the Company issued 900 shares of Series A Preferred Stock. Series A Preferred Stock shall have the right to convert any or all of the series of Series A Preferred Stock into Common Stock . Each share of Series A Preferred Stock shall be convertible at the option of the holder at any time, after the date of issuance of such shares. Each share of Series A Preferred Share converts into one hundred thousand (100,000) shares of Common Stock.
No holder of the Series A Preferred Stock shall be entitled to convert the Series A Preferred Stock to the extent that such conversion would, upon giving effect to such conversion, cause the aggregate number of Common Stock beneficially owned by such holder to exceed 4.99% of the outstanding shares of Common Stock following such conversion.
On all matters the holders of Series A Preferred Stock and the holders of Common Stock shall vote together and not as separate classes and the Series A Preferred Stock shall be counted on an "as converted" basis times 100.
In March of 2014 the Company issued 300,000 shares of Series "B" Preferred Stock. The holders of Series B Preferred Stock shall be entitled to when and if declared by the Board of Directors out of the funds of the Company, non cumulative cash dividends accruing on a daily basis from the date of issuance of the Series B Preferred Stock through and including the date on which dividends are paid at an annual rate of six percent (6%) per share of Series B Preferred Stock.
Series B Preferred Stock shall rank senior to the Common Stock and junior to the Series A Preferred Stock.
On all matters the holders of Series A Preferred Stock and the holders of Common Stock shall vote together and not as separate classes and the series B Preferred Stock shall be counted as one vote per each share.
Reclassifications
Certain reclassifications have been made to prior year balances to conform to the current year presentation.
Comprehensive Income
Comprehensive income represents net income plus the change in equity of a business enterprise resulting from transactions and circumstances from non-owner sources. The Company’s comprehensive income equal net income for the quarters ended March 31, 2014, and 2013.
12

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
No. 2013-01, January 2013, Balance Sheet(Topic 210): The amendments in this Update affect entities that have derivatives accounted for in accordance with Topic 815, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. Entities with other types of financial assets and financial liabilities subject to a master netting arrangement or similar agreement also are affected because these amendments make them no longer subject to the disclosure requirements in Update 2011-11.
NOTE 4 - GOING CONCERN
As reported in the consolidated financial statements, the Company has an accumulated deficit of $14,045,801 as of March 31, 2014 and has cash flow constraints with a current revenue stream. These trends have been consistent for the past few years, respectively.
These factors create uncertainty about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital it could be forced to cease operations.
In order to continue as a going concern, develop and generate revenues and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include raising additional capital through sales of common stock, and 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 5 - EARNINGS PER SHARE
The following table sets forth the information used to compute basic and diluted net income per share attributable to the Company for the quarters ended March 31:

|  | 3/31/2014 |  |  | 3/31/2013 |
Net Income (Loss) |  | $ | (16,540 | ) |  | $ | (18,649 | )
Weighted-average common shares outstanding basic: |  |  |  |  |  |  |  |
Weighted-average common stock - Basic |  |  | 167,097,874 |  |  |  | 167,097,874 |
Equivalents |  |  |  |  |  |  |  |
Stock options |  |  | - |  |  |  | - |
Warrants |  |  | - |  |  |  | - |
Convertible Preferred Series A |  |  | 90,000,000 |  |  |  | - |
Weighted-average common shares |  |  |  |  |  |  |  |
Weighted-average common stock - Diluted |  |  | 257,097,874 |  |  |  | 167,097,874 |

13

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 6 - PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

For the Periods Ended: |  | 3/31/2014 |  |  | 12/31/2013 |
Property, plant and equipment consist of the following: |  |  |  |  |  |
Equipment |  | $ | 45,650 |  |  | $ | 0 |
Computers and software |  |  | 3,500 |  |  |  | 3,500 |
Other equipment |  |  | 400 |  |  |  | 400 |
Total property, plant and equipment |  |  | 49,550 |  |  |  | 3,900 |
Less: |  |  |  |  |  |  |  |
Accumulated depreciation |  |  | 3,900 |  |  |  | 3,900 |
Current depreciation expense |  |  | 0 |  |  |  | 0 |
Total accumulated depreciation |  |  | 3,900 |  |  |  | 3,900 |
Net property, plant and equipment |  | $ | 45,650 |  |  | $ | 0 |
Intangible assets consist of: |  |  |  |  |  |  |  |
Intangible customer assets |  | $ | 7,751,031 |  |  | $ | 0 |
Goodwill |  | $ | 256,000 |  |  | $ | 0 |
Less: |  |  |  |  |  |  |  |
Impairment |  |  | 0 |  |  |  | 0 |
Net intangible assets |  | $ | 8,007,031 |  |  | $ | 0 |
Acquired assets have not yet been placed in service. No depreciation expense for the quarter. |

NOTE 7 - RELATED PARTY TRANSACTIONS
During December 2013 the Company sold its wholly owned subsidiary operating Pipeline Nutrition U.S.A. Inc. which had consecutive net loss years to its current CFO and the management of Pipeline. The Company will realize a gain of $139,050 on the transaction in addition receiving potential royalties from the company after the note receivable is paid based on a pre determined formula.
Pipeline currently owes the Company $300,000 from this transaction and no cash was exchanged in the initial transaction.
The Company agreed to set up short term notes payable to the board for unpaid fees during 2013 and the first quarter of 2014. A short term note was issued to Donna Steward for $3,750, Charles Snipes for $1,500, and Robert Anderson for $750, with a stated 8% interest rate. In addition the Company agreed to set a short term note payable to President Mike King for his 2013 and first quarter 2014 salary of $11,250 under the same terms.
Our subsidiary Texas Gulf Exploration & Production Inc. has entered into a five year agreement where we will have the right of first refusal to provide all wellhead services for all of Texas Gulf Oil & Gas, Inc. oil and or gas wells at a fee of cost plus 10% for such services. However, the value for such contract, as reported herein is only a potential future value and could differ significantly as it is dependent on upon the future price of oil and the Company's ability to raise capital for the cost of providing services under the contract.
Texas Gulf Oil & Gas, Inc. shall have a 60-day right of first refusal to invest funds in any new oil or gas leases that Texas Gulf Exploration & Production Inc. locates and signs leases for.
14

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 8 – NOTES PAYABLE

Notes payable consist of the following for the periods ended; |  | 3/31/2014 |  |  | 12/31/2013 |
Promissory note from a related party dated December 30, 2013 with an interest rate stated at 8%. Interest and principal due at maturity December 30, 2014. |  | $ | 11,250 |  |  | $ | 9,000 |
Promissory note from a related party dated December 30, 2013 with an interest rate stated at 8%. Interest and principal due at maturity December 30, 2014. |  |  | 3,750 |  |  |  | 3,000 |
Promissory note from a related party dated December 30, 2013 with an interest rate stated at 8%. Interest and principal due at maturity December 30, 2014. |  |  | 750 |  |  |  | 0 |
Promissory note from a related party dated December 30, 2013 with an interest rate stated at 8%. Interest and principal due at maturity December 30, 2014. |  |  | 1,500 |  |  |  | 750 |
Total Notes Payable |  |  | 17,250 |  |  |  | 12,750 |
Less Current Portion |  |  | 17,250 |  |  |  | 12,750 |
Long Term Notes Payable |  | $ | 0 |  |  | $ | 0 |
All are classified as short term by the Company. Accrued interest on these notes totaled. |  | $ | 510 |  |  | $ | 0 |

NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company current has no commitments or contingencies that require reporting.
NOTE 10 – SUBSEQUENT EVENTS
On April 4, 2013 Robert Anderson resigned from our Board of Directors as reported in the Form 8K filed on April 14, 2014.
On April 14, 2013 Mike King resigned as our president. At the same time, Damon L. Wagley was named President in his place. Mr. Wagley was also appointed to Board of Directors and will serve as President of one of our subsidiaries, Texas Gulf Exploration and Production, Inc., all as reported in the Form 8K filed on April 14, 2014.
On April 28, 2014 the Company amended and restated its Certificate of Designations of its Preferred Stock Series A, effective March 31, 2014 in regards to rights and conversion formula as described under Preferred Stock.
NOTE 11 - ACQUISITIONS
On March 28, 2014, the Company's subsidiary Legal Capital Corp, acquired certain assets of Litigation Capital Corp. Also on March 28, 2014, the Company's subsidiary Texas Gulf Exploration & Production, Inc. acquired certain assets of Texas Gulf Oil and Gas Inc. The assets acquired from Texas Gulf Oil & Gas, Inc. did not include current production of oil or gas or any proven or unproven reserves or owned by Texas Oil & Gas, Inc. The acquisitions were accounted for as business purchases and recorded at the estimated fair values of the net tangible and identifiable intangible assets acquired. The excess of the purchase price over the assets acquired was recorded as goodwill. Valuations generally were determined by an independent valuation expert and the acquisition of the key operating assets were audited as significant subsidiaries. The valuation of the assets acquired from Texas Gulf Oil & Gas, Inc. is based upon potential future earnings from the five year oil well servicing contract by and between our subsidiary Texas Gulf Exploration & Production, Inc. and Texas Gulf Oil & Gas. The potential earnings are not guaranteed and could differ significantly due to the market price of crude oil and the inability of the Company to raise the capital necessary to sustain the operations of our subsidiary. A summary of the purchase price, assets acquired and other information for each of these business purchases is as follows:
15

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 11 - ACQUISITIONS (CONTINUED)

|  | Litigation |  |  | Texas |
|  | Capital |  |  | Gulf Oil |
|  | Corp. |  |  | & Gas |
|  |  |  |  | Assets |
Cash |  | $ | 45,727 |  |  | $ | 0 |
Intangible assets |  |  | 256,000 |  |  |  | 7,751,031 |
Equipment |  |  | 0 |  |  |  | 45,650 |
Total Assets Purchased |  | $ | 301,727 |  |  |  | 7,796,681 |
Components of purchase price |  |  |  |  |  |  |  |
Series A Preferred |  | $ | 0 |  |  | $ | 7,722,650 |
Series B Preferred |  |  | 300,727 |  |  |  | 0 |
Assumption of liabilities |  |  | 1,000 |  |  |  | 74,031 |
Total purchase price |  | $ | 301,727 |  |  | $ | 7,796,681 |

NOTE 12 - NOTES RECEIVABLE
During 2013 the Company sold its working subsidiary Pipeline Nutrition U.S.A. Inc. to a related party and delayed the collection of a note receivable from December 31, 2013 until December 31, 2014 in exchange for increasing its current note to $135,000. In addition to delaying on the collection of their note the Company will receive an additional $165,000 in a long term note equaling $300,000 in total. $5,000 was received in February 2013, $130,000 is due in December 2014 and the balance of $160,000 is due at March 1, 2015. This note has an 8% stated interest rate payable upon maturity of the note. Additionally the Company will receive royalties from all future Pipeline Nutrition U.S.A., Inc. sales at an agreed upon formula after payments of the note.
NOTE 13 – INCOME TAXES
The Company, a C-corporation, accounts for income taxes under ASC Topic 740 (SFAS No. 109) Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company adopted the provisions of FASB ASC 740-10 “ Uncertainty in Income Taxes ” (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
16

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 13 – INCOME TAXES (CONTINUED)
Currently, the Company has projected $14,045,801 as of March 31, 2014 in Net Loss Operating Loss carry-forwards available. The benefits of the potential tax savings will be recognized in the financial statements upon the acquisition or development of revenue source to apply against these losses. The Company recognizes that the Internal Revenue Service has the final determination of the NOL available going forward and that amount may be significantly different from that recorded to date.
The net operating loss carry forwards for federal income tax purposes will expire between 2014 and 2029. Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at that time. We are currently using a 35% effective tax rate for our projected available net operating loss carry-forward. However, as a result of potential stock offerings and stock issuance in connection with potential acquisitions, as well as the possibility of the Company not realizing its business plan objectives and having future taxable income to offset, the Company’s use of these NOLs may be limited under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. The Company is in the process of evaluating the implications of Section 382 on its ability to utilize some or all of its NOLs.
Components of Net Operating Loss and Valuation allowance are as follows:

Net deferred tax assets consist of the following components as of |
|  | 3/31/2014 |  |  | 12/31/2013 |
Deferred tax assets: |  |  |  |  |  |
Beginning NOL Carryover |  | $ | 13,177,333 |  |  | $ | 14,029,261 |
Adjusted Taxable Income(loss) |  |  | (16,540 | ) |  |  | 851,928 |
Valuation allowance |  |  | 0 |  |  |  | 0 |
Ending NOL Carryover |  |  | 13,193,873 |  |  |  | 13,177,333 |
Tax Benefit Carry-forward |  |  | 4,485,917 |  |  |  | 4,480,293 |
Valuation allowance |  |  | (4,485,917 | ) |  |  | (4,480,293 | )
Net deferred tax asset |  | $ | 0 |  |  | $ | 0 |
Net Valuation Allowance |  | $ | (4,485,917 | ) |  | $ | (4,480,293 | )

In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet and has established a valuation allowance in the amount of $4,485,917 at March 31, 2014 and $4,480,293 at December 31, 2013.
17

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND 2013
NOTE 14 - ACQUISITION PRO FORMA NUMBERS
During the month of March 2013 we acquired the assets of two companies Litigation Capital Corp.(Litigation) and Texas Gulf Oil & Gas (TGOG), which qualify as significant subsidiaries. We have detailed the transaction in our other footnotes on acquisitions and stock. Since we have acquired these assets prior to the close of our quarter, we are including the audited pro forma numbers for 2013 and 2012.

BROADLEAF CAPITAL PARTNERS, INC. |
Pro Forma Consolidated Balance Sheets |
|  |  |  |  | Legal |  |  |  |  |  | Pro-Forma |
|  | Broadleaf |  |  | Capital |  |  | TGEP |  |  | Consolidated |
|  | 12/31/13 |  |  | 12/31/13 |  |  | 12/31/13 |  |  | 12/31/13 |
|  | Audited |  |  | Audited |  |  |  |  |  |  |
ASSETS
CURRENT ASSETS |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 7,045 |  |  | $ | 53,890 |  |  | $ | 0 |  |  | $ | 60,935 |
Notes receivable current portion |  |  | 135,000 |  |  |  | 0 |  |  |  | 0 |  |  |  | 135,000 |
TOTAL CURRENT ASSETS |  |  | 142,045 |  |  |  | 53,890 |  |  |  | 0 |  |  |  | 195,935 |
Note Receivable - Net of Current Portion |  |  | 165,000 |  |  |  | 0 |  |  |  | 0 |  |  |  | 165,000 |
Property, Plant and Equipment |  |  | 0 |  |  |  | 0 |  |  |  | 32,610 |  |  |  | 32,610 |
Intangible assets |  |  | 0 |  |  |  | 0 |  |  |  | 7,751,031 |  |  |  | 7,751,031 |
Goodwill |  |  | 0 |  |  |  | 255,000 |  |  |  | 0 |  |  |  | 255,000 |
Investments in Sub |  |  | 8,098,408 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
TOTAL ASSETS |  | $ | 8,405,453 |  |  | $ | 308,890 |  |  | $ | 7,783,641 |  |  | $ | 8399,576 |
LIABILITIES AND EQUITY
CURRENT LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 14,951 |  |  | $ | 0 |  |  | $ | 58,400 |  |  | $ | 73,351 |
Accrued interest |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
Notes payable - current portion |  |  | 12,750 |  |  |  | 0 |  |  |  | 0 |  |  |  | 12,750 |
TOTAL CURRENT LIABILITIES |  |  | 27,701 |  |  |  | 0 |  |  |  | 58,400 |  |  |  | 86,101 |
TOTAL LIABILITIES |  |  | 27,701 |  |  |  | 0 |  |  |  | 58,400 |  |  |  | 86,101 |
COMMITMENTS AND CONTINGENCIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
BROADLEAF CAPITAL PARTNERS, INC.( "BDLF")SHAREHOLDERS' EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred Stock 10,000,000 authorized all series: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series A $0.01 par value 900 shares issued and outstanding at December 31, 2013. |  |  | 9 |  |  |  | 0 |  |  |  | 0 |  |  |  | 9 |
Series B $0.01 par value 300,000 shares issued and outstanding at December 31, 2013 |  |  | 3,000 |  |  |  | 0 |  |  |  | 0 |  |  |  | 3,000 |
Common Stock 250,000,000 authorized at $0.001 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
par value; 167,097,874 shares issued and outstanding December 31, 2013. |  |  | 167,098 |  |  |  | 0 |  |  |  | 0 |  |  |  | 167,098 |
Additional paid-in capital |  |  | 22,236,906 |  |  |  | 355,025 |  |  |  | 7,725,241 |  |  |  | 22,218,764 |
Accumulated deficit |  |  | (14,029,261 | ) |  |  | (46,135 | ) |  |  | 0 |  |  |  | (14,075,396 | )
TOTAL EQUITY |  |  | 8,377,752 |  |  |  | 308,890 |  |  |  | 7,725,241 |  |  |  | 8,313,475 |
TOTAL LIABILITIES AND EQUITY |  | $ | 8,405,453 |  |  | $ | 308,890 |  |  | $ | 7,783,641 |  |  | $ | 8,399,576 |

18

BROADLEAF CAPITAL PARTNERS, INC. |
Pro Forma Consolidated Statements of Operations |
|  |  |  |  | Legal |  |  |  |  |  | Pro-Forma |
|  | Broadleaf |  |  | Capital |  |  | TGEP |  |  | Consolidated |
|  | For the Years Ended |
|  | 12/31/13 |  |  | 12/31/13 |  |  | 12/31/13 |  |  | 12/31/13 |
|  | Audited |  |  | Audited |  |  |  |  |  |  |
REVENUES |  | $ | 8,467 |  |  | $ | 0 |  |  | $ | 33,042 |  |  | $ | 41,509 |
COST OF SALES |  |  | 0 |  |  |  | 0 |  |  |  | 32,002 |  |  |  | 32,002 |
GROSS PROFIT |  |  | 8,467 |  |  |  | 0 |  |  |  | 1,040 |  |  |  | 9,507 |
OPERATING EXPENSES |  |  | 36,543 |  |  |  | 27,551 |  |  |  | 97,089 |  |  |  | 161,183 |
NET INCOME(LOSS) FROM OPERATIONS |  |  | (28,076 | ) |  |  | (27,551 | ) |  |  | (96,049 | ) |  |  | (151,676 | )
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Realized Gain on Sale of Investment |  |  | 139,050 |  |  |  | 0 |  |  |  | 0 |  |  |  | 139,050 |
Debt Forgiveness |  |  | 46,871 |  |  |  | 0 |  |  |  | 0 |  |  |  | 46,871 |
Interest income |  |  | 10,000 |  |  |  | 0 |  |  |  | 0 |  |  |  | 10,000 |
Interest expense |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
TOTAL OTHER INCOME (EXPENSE) |  |  | 195,921 |  |  |  | 0 |  |  |  | 0 |  |  |  | 195,921 |
INCOME (LOSS) FROM CONTINUING |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
OPERATION BEFORE INCOME TAXES |  |  | 167,845 |  |  |  | (27,551 | ) |  |  | (96,049 | ) |  |  | 44,245 |
Income taxes |  |  | (9,451 | ) |  |  | 0 |  |  |  | 0 |  |  |  | (9,451 | )
NET INCOME (LOSS) |  | $ | 158,394 |  |  | $ | (27,551 | ) |  | $ | (96,049 | ) |  | $ | 34,794 |
BASIC INCOME (LOSS) PER SHARE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic Income (Loss) Per Share |  |  | 0.001 |  |  |  | (27.551 | ) |  |  |  |  |  |  | 0.000 |
BASIC & DILUTED WEIGHTED AVERAGE NUMBER OF |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
SHARES OUTSTANDING |  |  | 163,318,216 |  |  |  | 1,000 |  |  |  |  |  |  |  | 163,318,216 |

19

BROADLEAF CAPITAL PARTNERS, INC. |
Pro Forma Consolidated Balance Sheets |
|  |  |  |  | Legal |  |  |  |  |  | Pro-Forma |
|  | Broadleaf |  |  | Capital |  |  | TGEP |  |  | Consolidated |
|  | 12/31/12 |  |  | 12/31/12 |  |  | 12/31/12 |  |  | 12/31/12 |
|  | Audited |  |  | Audited |  |  |  |  |  |  |
ASSETS |
CURRENT ASSETS |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 94,642 |  |  | $ | 31,416 |  |  | $ | 0 |  |  | $ | 126,058 |
Notes receivable current portion |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
TOTAL CURRENT ASSETS |  |  | 94,642 |  |  |  | 31,416 |  |  |  | 0 |  |  |  | 126,058 |
Note Receivable - Net of Current Portion |  |  | 125,000 |  |  |  | 0 |  |  |  | 0 |  |  |  | 125,000 |
Property, Plant and Equipment |  |  | 0 |  |  |  | 0 |  |  |  | 39,130 |  |  |  | 39,130 |
Intangible assets |  |  | 0 |  |  |  | 0 |  |  |  | 7,751,031 |  |  |  | 7,751,031 |
Goodwill |  |  | 0 |  |  |  | 255,000 |  |  |  | 0 |  |  |  | 255,000 |
Investments in Sub |  |  | 8,098,408 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
TOTAL ASSETS |  | $ | 8,318,050 |  |  | $ | 286,416 |  |  | $ | 7,790,161 |  |  | $ | 8,296,219 |
LIABILITIES AND EQUITY |
CURRENT LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 51,821 |  |  | $ | 0 |  |  | $ | 0 |  |  | $ | 51,821 |
Accrued interest |  |  | 16,488 |  |  |  | 0 |  |  |  | 0 |  |  |  | 16,488 |
Notes payable - current portion |  |  | 30,383 |  |  |  | 0 |  |  |  | 0 |  |  |  | 30,383 |
TOTAL CURRENT LIABILITIES |  |  | 98,692 |  |  |  | 0 |  |  |  | 0 |  |  |  | 98,692 |
TOTAL LIABILITIES |  |  | 98,692 |  |  |  | 0 |  |  |  | 0 |  |  |  | 98,692 |
COMMITMENTS AND CONTINGENCIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
BROADLEAF CAPITAL PARTNERS, INC. ("BDLF")SHAREHOLDERS' EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred Stock 10,000,000 authorized all series: |  |  |  |  |  |  |  |  |  |  |  |  |
Series A $0.01 par value 900 shares issued and outstanding |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
at December 31, 2013 |  |  | 9 |  |  |  | 0 |  |  |  | 0 |  |  |  | 9 |
Series B $0.01 par value 300,000 shares issued and |  |  |  |  |  |  |  |  |  |  |  |  |
outstanding at December 31, 2013 |  |  | 3000 |  |  |  | 0 |  |  |  | 0 |  |  |  | 3,000 |
Common Stock 250,000,000 authorized at $0.001 |  |  |  |  |  |  |  |  |  |  |  |  |
par value; 167,097,874 shares issued and outstanding December 31, 2013. |  |  | 167,098 |  |  |  | 0 |  |  |  | 0 |  |  |  | 167,098 |
Additional paid-in capital |  |  | 22,236,906 |  |  |  | 305,000 |  |  |  | 7,790,161 |  |  |  | 22,233,659 |
Accumulated deficit |  |  | (14,187,655 | ) |  |  | (18,584 | ) |  |  | 0 |  |  |  | (14,206,239 | )
TOTAL EQUITY |  |  | 8,219,358 |  |  |  | 286,416 |  |  |  | 7,790,161 |  |  |  | 8,197,527 |
TOTAL LIABILITIES AND EQUITY |  | $ | 8,318,050 |  |  | $ | 286,416 |  |  | $ | 7,790,161 |  |  | $ | 8,296,219 |

20

BROADLEAF CAPITAL PARTNERS, INC. |
Pro Forma Consolidated Statements of Operations |
|  |  |  |  | Legal |  |  |  |  |  | Pro-Forma |
| Broadleaf |  |  | Capital |  |  | TGEP |  |  | Consolidated |
| For the Year Ended |
|  | 12/31/12 |  |  | 12/31/12 |  |  | 12/31/12 |  |  | 12/31/12 |
|  | Audited |  |  | Audited |  |  |  |  |  |  |
REVENUES |  | $ | 633 |  |  | $ | 0 |  |  | $ | 54,671 |  |  | $ | 55,304 |
COST OF SALES |  |  | 0 |  |  |  | 0 |  |  |  | 5,652 |  |  |  | 5,652 |
GROSS PROFIT |  |  | 633 |  |  |  | 0 |  |  |  | 49,019 |  |  |  | 49,652 |
OPERATING EXPENSES |  |  | 130,836 |  |  |  | 18,584 |  |  |  | 68,888 |  |  |  | 218,308 |
NET INCOME(LOSS) FROM OPERATIONS |  |  | (130,203 | ) |  |  | (18,584 | ) |  |  | (19,869 | ) |  |  | (168,656 | )
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Realized Gain on Sale of Investment |  |  | 927,318 |  |  |  | 0 |  |  |  | 0 |  |  |  | 927,318 |
Debt Forgiveness |  |  | 138,238 |  |  |  | 0 |  |  |  | 0 |  |  |  | 138,238 |
Other Expense |  |  | 0 |  |  |  | 0 |  |  |  | (2,163 | ) |  |  | (2,163 | )
Interest income |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
Interest expense |  |  | (9,490 | ) |  |  | 0 |  |  |  | 0 |  |  |  | (9,490 | )
TOTAL OTHER INCOME (EXPENSE) |  |  | 1,056,066 |  |  |  | 0 |  |  |  | (2,163 | ) |  |  | 1,053,903 |
INCOME (LOSS) FROM CONTINUING |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
OPERATION BEFORE INCOME TAXES |  |  | 925,863 |  |  |  | (18,584 | ) |  |  | (22,032 | ) |  |  | 885,247 |
Income taxes |  |  | (1,654 | ) |  |  | 0 |  |  |  | 0 |  |  |  | (1,654 | )
NET INCOME (LOSS) |  | $ | 924,209 |  |  | $ | (18,584 | ) |  | $ | (22,032 | ) |  | $ | 883,593 |
BASIC INCOME (LOSS) PER SHARE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic Income (Loss) Per Share |  |  | 0.006 |  |  |  | (18.584 | ) |  |  |  |  |  |  | 0.005 |
BASIC & DILUTED WEIGHTED AVERAGE NUMBER OF |  |  |  |  |  |  |  |  |  |  |  |  |
SHARES OUTSTANDING |  |  | 163,318,216 |  |  |  | 1,000 |  |  |  |  |  |  |  | 163,318,216 |

21

PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
About Broadleaf Capital Partners, Inc.:
Broadleaf Capital Partners, Inc. targets unique, and promising technologies we believe can improve business growth and profitability, with a particular emphasis on energy markets. We apply those technologies by incubating emerging companies with innovative business plans that can utilize these technologies to substantially improve market share and bottom line performance. We also support our companies in obtaining the necessary working capital financing to finance their growth, and in select cases, we will make direct loans and/or equity investments in our own subsidiary companies as well as consider minority investments in non-wholly owned subsidiaries. In the future, we intend to monetize our investments in these companies either by outright sale, or spin off of the Company's shares to our shareholders into the public markets. However, there is no assurance the Company will successfully either sell its investments outright or successfully complete the spinoff of the Company’s shares to its shareholders.
BUSINESS STRATEGY
The Company continuously seeks and evaluates investment opportunities in the technology arena that have the potential to significantly improve the growth and profitability of existing industries, particularly in the energy markets. The Company has in the past, and may again in the future, raise capital for general corporate purposes or specifically for the purpose of making an investment in markets the Company believes will provide appropriate returns to our shareholders. The services of the investment banking community will be retained as well to aid the Board in development and implementation of our strategic plan. The Company is currently incorporating new investment opportunities as subsidiaries which we believe can grow under the public parent and eventually be sold in their entirety or spun off to our shareholders as their own independently traded public companies .
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 1 above.
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 may contain "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.
22

The following discussion and analysis should be read in conjunction with the audited financial statements and notes thereto appearing elsewhere in this annual report on Form 10-Q.
Results of Operations
The Company intends to operate its business primarily through its parent company, as described above, as well as entities that may be formed or acquired in the future.

|  | For the Three Months Ended |
|  | 3/31/14 |  |  | 3/31/13 |
|  | “Unaudited” |  |  | “Unaudited” |
REVENUES |  | $ | 0 |  |  | $ | 10,377 |
COST OF SALES |  | $ | 0 |  |  | $ | 8,684 |
GROSS PROFIT |  | $ | 0 |  |  |  | 1,693 |
OPERATING EXPENSES |  |  | 16,030 |  |  |  | 29,783 |
NET INCOME(LOSS) FROM OPERATIONS |  |  |  |  |  |  |  |
|  |  | (16,030 | ) |  |  | (28,090 | )

Revenues
For the three months ended March 31, 2014, revenues were $0 compared to $10,377 for the three months ended March 31, 2013, decreasing by $13,377. Sales for last period are from our former subsidiary Pipeline Nutrition, USA, Inc. which was disposed of prior to the March 2014 quarter.
Cost of Sales
For the three months ended March 31, 2014, cost of sales were $0 compared to $8,684 for the three months ended March 31, 2013, decreasing by $8,684. Cost of sales for last period are from our former subsidiary Pipeline Nutrition, USA, Inc. which was disposed of prior to the March 2014 quarter.
Operating Expenses
Operating expenses decreased to $16,030 for the three months ended March 31, 2014 from $29,783 for the three months ended March 31, 2013, a decrease of $13,753. The majority of the decreased operating expenses was the result of the Company cutting down all unnecessary expenses as it prepared to launch its two new subsidiaries. The $13,753 represented filing fees and the cost associated with maintaining our filings.
Other Income and Expenses

|  | For the Three Months Ended |
|  | 3/31/14 |  | 3/31/13 |
|  | “Unaudited” |  | “Unaudited” |
OTHER INCOME (EXPENSE) |  |  |  |  |
Realized Gain on Sale of Investment |  | $ | 0 |  |  | 8,467 |
Other Income |  | $ | 0 |  |  | 2,236 |
Interest Expense |  |  | (510 | ) |  | (1,262 | )
TOTAL OTHER INCOME (EXPENSE) |  |  | (510 | ) |  | 9,941 |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |  |  | (16,540 | ) |  | (18,649 |

Other items decreased to a net expense of $510 for the three months ended March 31, 2014 from net other income of $9,441 for the three months ended March 31, 2013, resulting in a total net other item decrease of $9,951. Interest expense decreased during the three months ended March 31, 2014 as our debt decreased. From the interest expense for the three months ended March 31, 2013, a decrease of $752. During the March 2013 quarter the Company was still receiving small payouts from prior investments which is why we had a positive other net income a year ago.
Off-Balance Sheet Arragements
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities".
Net income (loss)
Net Income decreased to a loss of $16,540 for the three months ended March 31, 2014 from a net loss of $18,649 for the three months ended March 31, 2013, a decrease of $2,109. The three month decrease was mostly related to operating expenses noted above.
Liquidity and Capital Resources
On March 31, 2014 we had cash and cash equivalents totaling $51,242. Cash used by operating activities was $64,001 for the three months ended March 31, 2014 compaired with ($22,334) for the three months ended March 31, 2013. At this time, those balances were not sufficient to fund our operations for extended periods into the future.
The Company has acquired substantial assets in addition to forming two new subsidiaries that are expected to generate sufficient liquidity for the coming twelve months. We continually seek additional opportunities through potential acquisitions or investments. Our working capital and additional funding requirements will depend upon numerous factors to be determined on a case by case basis as these opportunities arise.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in Note 2 to our consolidated financial statements. In preparing our financial statements in accordance with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that, among other things, affect the reported amounts of assets and liabilities and reported amounts of revenues and expenses. These estimates are most significant in connection with our critical accounting policies, namely those of our accounting policies that are most important to the portrayal of our financial condition and results and require management’s most difficult, subjective or complex judgments. These judgments often result from the need to make estimates about the effects of matters that are inherently uncertain. Actual results may differ from those estimates under different assumptions or conditions. We believe that the following represents our critical accounting policies:

- Going concern. Our recurring losses from operations and negative cash flows from operations raise substantial doubt about our ability to continue as a going concern and as a result, our independent registered public accounting firm included an explanatory paragraph in their report on our consolidated financial statements for the year ended December 31, 2013 with respect to this uncertainty. We have prepared our financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should we be unable to continue in existence.

23

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a "smaller reporting Company" as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the "Exchange Act") and are not required to provide information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of March 31, 2014 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Evaluation of and Report on Changes in Internal Control over Financial Reporting
24

Changes in Internal Control over Financial Reporting
There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company currently has no open or pending legal proceedings. In addition management is unaware of any pending situations that could eventually lead to legal proceedings. All prior legal proceedings have been settled and the Company currently still has small liabilities outstanding with the total amounts due recorded as liabilities in the included financial statements.
25

ITEM 1A. RISK FACTORS
We are a "smaller reporting Company" as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the "Exchange Act") and are not required to provide information under this item.
ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES
Sales of unregistered securities by the Company during the period covered by this report were disclosed in our Current Report on Form 8-K filed April 4, 2014, and as such, are not required to be furnished in this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION

· | On April 28, 2014, the Company amended and restated its Certificate of Designations for its Preferred Stock Series A. The Amended Preferred Series A Certificate of Designation changed its conversion rights to 100,000 shares of Common Stock per each share of Preferred Stock Series A.

ITEM 6. EXHIBITS, REPORTS ON FORM 8-K AND FINANCIAL STATEMENT SCHEDULES
(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.

· | Form 8K filed on February 19, 2014 item 2.01 Completion of acquisition or disposition of assets.

· | Form 8K filed on April 4, 2014 item 1.01 Entry into a material agreement, item 2.01 Completion of acquisition or disposition of assets , and item 5.02 Departure of principal officers, appointment of principal officers.

· | Form 8K filed on April 14, 2014 item 5.02 Departure of principal officers, appointment of principal officers.

EXHIBIT NO. | DESCRIPTION
3(i) * | Articles of Incorporation as amended
3(vi) * | Bylaws
21 | Subsidiaries
4.2 | Amendment to Preferred Shares
99 | Audited financial statements of acquired assets
| CERTIFICATIONS
31.1 | Rule 13a-14(a) Sarbanes-Oxley Sec. 302 certifications of Principal Executive Officer and Chief Financial Officer
31.2 | Rule 13a-14(a) Sarbanes-Oxley Sec. 302 certifications of Principal Executive Officer and Chief Financial Officer
32.1 | Certifications of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
32.2 | Certifications of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

* Incorporated herein by reference from filings previously made by the C ompany
26

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 8th day of May, 2014.
Broadleaf Capital Partners, Inc.
/s/ Damon L. Wagley
----------------------------
President
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/ Damon L. Wagley President May 8, 2014
---------------------
Damon L. Wagley
/s/ T. W. Owen CFO May 8, 2014
-----------------
T. W. Owen
27