UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q~~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 ~~September 30, 2013~~

March 31, 2014

[ ] 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

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

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.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer xo	Smaller reporting company ox

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

Yes

As of ~~October 31, 2013~~May 7, 2014 the registrant had 167,097,874 shares of common stock outstanding.

Broadleaf Capital Partners, Inc.

INDEX TO FORM 10-Q

PART I.	FINANCIAL INFORMATION	Page

Item 1.	Consolidated Financial Statements:

	Consolidated Balance Sheets at ~~September 30, 2013(unaudited)~~March 31, 2014(unaudited), and December 31, ~~2012~~2013 (audited)	4

	Consolidated Statements of Operations for the ~~Nine and~~ Three Months Ended ~~September 30, 2013,~~March 31, 2014, and (unaudited) ~~September 30, 2012~~March 31, 2013 (unaudited)	5

	Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2013~~March 31, 2014
	(unaudited) and ~~September 30, 2012~~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	1822

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2224

Item 4.	Controls and Procedures	2224

Broadleaf Capital Partners, Inc.

FORM 10-Q/A

EXPLANTORY NOTE

~~Table~~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 ~~Contents~~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. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

9/30/2013 12/31/2012
ASSETS Unaudited Audited

CURRENT ASSETS
   Cash $ 22,964 $ 107,627
   Inventory 24,977 37,900
   Other current assets 3,413 5,678

     Total Current Assets 51,354 151,205

FIXED ASSETS, NET 0 0

     TOTAL ASSETS $ 51,354 $ 151,205

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses $ 24,349 $ 55,665
Accrued interest 18,222 16,488
Notes payable - current portion 40,663 30,383

   Total Current Liabilities 83,234 102,536

LONG-TERM DEBT - Notes payable - long term 19,720 0

   Total Liabilities 102,954 102,536

COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock 250,000,000 authorized at $0.001 par value;
shares issued and outstanding
shares issued and outstanding
Total Common Shares issued and outstanding, respectively 167,098 167,098
Additional paid-in capital 14,141,507 14,141,507
Accumulated deficit (14,360,205 ) (14,259,936 )

TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (51,600 ) 48,669

     TOTAL LIABILITIES,  AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 51,354 $ 151,205

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


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

~~Table of Contents~~


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."

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Nine Months Ended For the Three Months Ended
9/30/2013 9/30/2012 9/30/2013 9/30/2012
Unaudited Unaudited Unaudited Unaudited

SALES $ 45,509 $ 21,600 $ 22,836 $ 13,146

COST OF SALES 31,534 17,317 18,231 12,712

GROSS PROFIT 13,975 4,283 4,605 434

EXPENSES

   General and administrative 113,762 140,770 67,901 35,353

     Total Expenses 113,762 140,770 67,901 35,353

NET INVESTMENT INCOME(LOSS) (99,787 ) (136,487 ) (63,296 ) (34,919 )

OTHER INCOME (EXPENSE)

  Other income
   Other Income(Expense) 2,236 927,318 (6,231 ) 0
   Debt Forgiveness 0 138,304 0 0
   Interest expense (2,418 ) (8,469 ) (578 ) (1,301 )

   Total Other Income (Expense) (182 ) 1,057,153 (6,809 ) (1,301 )

INCOME (LOSS) FROM CONTINUING
OPERARION BEFORE INCOME TAXES (99,969 ) 920,666 (70,105 ) (36,220 )

Income taxes 0 0 0 0

NET INCOME (LOSS) $ (99,969 ) $ 920,666 $ (70,105 ) $ (36,220 )

BASIC INCOME (LOSS) PER SHARE

   Basic Income (Loss) Per Share (0.001 ) 0.006 (0.000 ) (0.000 )

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 167,097,874 162,058,174 167,097,874 167,097,874

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

~~Table of Contents~~

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended
9/30/2013 9/30/2012
Unaudited Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) from continuing operations $ (99,969 ) $ 920,666
Adjustments to reconcile net loss to net cash
used by operating activities:
Common stock issued for services 0 7,000
Gain on sale of investment 0 (927,318 )
Forgiveness of debt 0 (138,304 )

(Increase) decrease in other assets 2,265 (114 )
(Increase) decrease in inventory 12,923 (67,829 )
Increase (decrease) in accounts payable (31,616 ) 13,993
Increase (decrease) in Accrued Interest 1,734 6,009
Increase (decrease) in Accrued Expenses 0 (46,475 )
Increase (decrease) in Judgments Payable 0 0

Net Cash Used in Operating Activities (114,663 ) (232,372 )

CASH FLOWS FROM INVESTING ACTIVITIES

Sale of investments 0 952,351

Net Cash Provided (Used) in Investing Activities 0 952,351

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from related party notes payable 30,000 0
Payments on notes 0 (587,430 )

Net Cash Provided by Financing Activities $ 30,000 $ (587,430 )

NET DECREASE IN CASH $ (84,663 ) $ 132,549

CASH, BEGINNING OF PERIOD 107,627 11,957

CASH, END OF PERIOD $ 22,964 $ 144,506

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


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."

~~Table of Contents~~

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)

BROADLEAF CAPITAL PARTNERS, INC.						BROADLEAF CAPITAL PARTNERS, INC.
Consolidated Statements of Cash Flows (Continued)						Consolidated Statements of Cash Flows (Continued)

		For the Nine Months Ended					For the Three Months Ended
		9/30/2013		9/30/2012			3/31/14		3/31/13
		Unaudited		Unaudited			"Unaudited"		"Unaudited"

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION

Interest paid		$	684	$	2,459		$	0	$	684
Income taxes paid		$	0	$	0		$	0	$	0

SUPPLEMENTAL DISCLOSURE OF
NON-CASH ACTIVITIES

Common stock issued in conversion
of debts and interest		$	0	$	180,964
Common stock issued for settlements		$	0	$	19,262
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."	"The accompanying notes are an integral part of these consolidated financial statements."					"The accompanying notes are an integral part of these consolidated financial statements."

NOTE 1 - RECENT COMPANY BACKGROUND ~~(Continued)~~

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. During 2004 the Company had failed to comply with Business Development Company requirements while trying to maintain business operations and the Business Development License has been rescinded by the SEC.

From December 2000 through 2006 the Company did not have a permanent President but was run by interim President Robert A. Braner who was also Chairman of the Board during the same time. The Company has since hired a new interim President Michael King and restored its normal management structure.

In February 2012 the Company sold its holdings in Canyon Shadows LP. Since this was the Company’s last investment holding it is currently actively seeking new business opportunities with the cash available after retiring older debt held by the Company. On May 12, 2012 the Company formed Pipeline Nutrition, Inc. with its focus on internet sales in the personal health, nutrition and fitness markets. The Company currently maintains Pipeline Nutrition, Inc. as its only active subsidiary.

~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Basis of Presentation:~~

Broadleaf Capital Partners, Inc. (the Company), is a ~~closed-end management investment company~~corporation organized asand existing in Nevada. In November of 2013 the Company formed a ~~Nevada corporation.~~wholly owned subsidiary Sustained Release, Inc. Although ~~these types of company’s should prepare their~~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 ~~conformity~~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 ~~accounting principles generally accepted~~our subsidiary Sustained Release, Inc. No sales of Series A Preferred Stock were ever sold in ~~the United States of America,~~this proposed private placement 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.~~

~~FASB Codification:~~

~~In June 2009, the FASB issued ASC 105,~~ ~~Generally Accepted Accounting Principles,~~ (“Codification”) effective for interim and annual reporting periods ending after September 15, 2009. This statement establishes the Codification as the source of authoritative accounting principles used in the preparation of financial statements in conformity with generally accepted accounting principles. The Codification does not replace or affect guidance issued by the SEC or its staff. As a result of the Codification, the references to authoritative accounting pronouncements included herein inhas withdrawn this ~~Annual Report now refer to the Codification topic section rather than a specific accounting rule as was past practice.~~private offering.

~~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), Silverleaf Venture Fund. LLC (SVF), 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%), iNet Partners, Inc. (iNet) (51%) and Pipeline Nutrition, Inc. (pipeline) (100%). All significant intercompany accounts and transactions have been eliminated.

~~Table of Contents~~

~~BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF SEPTEMBER 30, 2013 AND 2012~~

NOTE 2 - ~~SUMMARY OF~~ SIGNIFICANT ACCOUNTING POLICIES ~~(Continued)~~

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:~~Estimates

The preparation of financial statements in conformity with ~~accounting principles generally accepted in the United States of America~~US GAAP 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.

~~Risk and Uncertainties:~~

Our future results of operations and financial condition will be impacted by the following factors, among others: our lack of capital resources, dependence on third-party management to operate the companies in which we invest and dependence on the successful development and marketing of any new products in new and existing markets. Generally, we are unable to predict the future status of these areas of risk and uncertainty. However, negative trends or conditions in these areas could have an adverse affect on our business.

~~Cash and Cash Equivalents:~~

For financial statement presentation purposes, short-term, highly liquid investments with original maturities of three months or less are considered to be cash equivalents. The Company maintains its cash accounts at all times at levels that do not exceed the insurable FDIC limit, but management believes that there is little risk of loss.

~~Accounts Receivable:~~

An allowance for uncollectible accounts receivable is established by charges to operations for amounts required to maintain an adequate allowance, in management's judgment, to cover anticipated losses from customer accounts and sales returns. Such accounts are charged to the allowance when collection appears doubtful. Any subsequent recoveries are credited to the allowance account.

~~Inventory:~~

Inventory includes purchased products for resale and is stated at the specific items cost or market value if lower. Provisions, when required, will be made to reduce excess and expired inventory to its estimated net realizable value. Inventory consists of the following:

9/30/2013 12/31/2012

Raw Materials $ 0 $ 0
Finished goods 24,977 37,900

Total inventory $ 24,977 $ 37,900

~~Table of Contents~~

~~BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF SEPTEMBER 30, 2013 AND 2012~~

~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

Fair Value of Financial ~~Instruments:~~Instruments

In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the ~~standard for those financial assets and liabilities as~~For certain of the ~~beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “~~ ~~Fair Value Measurements and Disclosures~~ ” (ASC 820) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

●	~~Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.~~
●	Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
●	~~Level 3—Inputs that are both significant to the fair value measurement and unobservable.~~

~~The respective carrying value of certain on-balance-sheet~~Company’s financial instruments, ~~approximated their fair values due to the short-term nature of these instruments. These financial instruments include investments in available-for-sale securities~~including cash and cash equivalents, accounts receivable, and accounts payable, ~~and accrued expenses. The Company has also applied ASC 820 for all non-financial assets and liabilities measured at~~the carrying amounts approximate fair value ~~on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company’s financial statements.~~

~~Investments:~~

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 invested 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.

~~Comprehensive Income:~~

ASC Topic 220 (SFAS No. 130) establishes standards for reporting comprehensive income and its components. Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Per the consolidated financial statements, the Company has purchased available-for-sale securities that are subjectdue to ~~this reporting.~~

~~Table of Contents~~

~~BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF SEPTEMBER 30, 2013 AND 2012~~

~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

~~Other-Than-Temporary Impairment:~~

All of our non-marketable and other investments are subject to a periodic impairment review. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. The indicators that we use to identify those events and circumstances include:

	· ~~the investee’s revenue and earnings trends relative to predefined milestones and overall business prospects;~~
	· When events or changes in circumstances indicate that long-lived assets other than goodwill may be impaired, an evaluation is performed to determine if a write-down to fair value is required. When an asset is classified as held for sale, the asset's book value is evaluated and adjusted to the lower of its carrying amount or fair value less cost to sell. In addition, depreciation and amortization ceases while it is classified as held for sale.
	· ~~the general market conditions in the investee’s industry or geographic area, including regulatory or economic changes;~~
	· ~~factors related to the investee’s ability to remain in business, such as the investee’s liquidity, debt ratios, and the rate at which the investee is using its cash; and~~
	· the investee’s receipt of additional funding at a lower valuation. If an investee obtains additional funding at a valuation lower than our carrying amount or a new round of equity funding is required for the investee to remain in business, and the new round of equity does not appear imminent, it is presumed that the investment is other than temporarily impaired, unless specific facts and circumstances indicate otherwise.

~~Recently Issued Accounting Pronouncements:~~

~~In January 2010, the FASB issued ASU No. 2010-06,~~ ~~Fair Value Measurements and Disclosures~~ ~~(“ASU 2010-06”). This standard updates FASB ASC 820,~~ ~~Fair Value Measurements~~ (“ASC 820”). ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of desegregations and about inputs and valuation techniques used to measure fair value. The standard is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances and settlements which is effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company adopted ASU 2010-06 on January 1, 2010, which had no material impact on the financial statements. Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815 “Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the guidance within the derivative literature that exempts certain credit related features from analysis as potential embedded derivatives requiring separate accounting. The ASU specifies that an embedded credit derivative feature related to the transfer of credit risk that is only in the form of subordination of one financial instrument to another is not subject to bifurcation from a host contract under ASC 815-15-25, “~~Derivatives and Hedging — Embedded Derivatives — Recognition.” All other embedded credit derivative features should be analyzed to determine whether~~ their economic characteristics and risks are “clearly and closely related” to the economic characteristics and risks of the host contract and whether bifurcation is required. The ASU became effective for the Company on July 1, 2010. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04 which was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This guidance is effective for the Company beginning on January 1, 2012. The adoption of ASU 2011-04 is not expected to significantly impact the Company’s consolidated financial statements.

~~In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05,~~ ~~Presentation of Comprehensive Income~~. ASU 2011-05 revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in Accounting Standards Codification (ASC) 220, ~~Comprehensive Income, and requires~~

~~Table of Contents~~

~~BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF SEPTEMBER 30, 2013 AND 2012~~

~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU does not change the items that must be reported in other comprehensive income. In December 2011, the FASB issued ASU 2011-12 which defers the requirement in ASU 2011-05 that companies present reclassification adjustments for each component of accumulated other comprehensive income in both net income and other comprehensive income on the face of the financial statements. ASU 2011-05 is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2011, with early adoption permitted. The adoption of ASU 2011-05, as amended by ASU 2011-12, is not expected to significantly impact the Company’s consolidated financial statements.short maturities.

Revenue ~~and Cost Recognition:~~Recognition

The Company ~~applies paragraph 605-10-S99-1~~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 ~~product has been shipped or the services have been rendered to the customer, (iii) the~~ sales price is fixed or determinable, and ~~(iv)~~(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 ~~also receives shares~~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 ~~certain companies~~US Dollars.

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 ~~providing capital~~doubtful accounts, are recorded at the invoiced amount and ~~investment services. Therefore when this type~~do not bear interest. The Company evaluates the collectability of ~~income~~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 ~~records it~~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 ~~management consulting income based on~~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 ~~shares received.~~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

~~Fixed Assets:~~

~~Fixed assets~~Property, plant and equipment are recorded at ~~cost. Major~~cost less accumulated depreciation. Expenditures for major additions and ~~improvement~~improvements are capitalized. ~~The~~As property and equipment are sold or retired, the applicable cost and ~~related~~ accumulated depreciation ~~of equipment retired or sold~~ are removed from the accounts and any ~~differences between the un-depreciated amount and the proceeds from the sale~~resulting gains or losses thereon are ~~recorded~~recognized as ~~gain or loss on sale of assets.~~ operating expenses.

Depreciation is ~~computed~~calculated using the straight-line method over the estimated useful ~~life~~lives or, in the case of leasehold improvements, the term of the ~~assets~~related lease, including renewal periods, if shorter. Estimated useful lives are as follows:

~~Description Estimated Useful Life~~

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

~~Furniture~~The Company follows ASC 360-10, “Property, Plant, and ~~fixtures 5~~Equipment,” which established a “primary asset” approach to ~~7 years~~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.

~~Computers and software 5 years~~

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF MARCH 31, 2014 AND 2013

~~Automobiles 5 years~~

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Intangible Assets - Goodwill

~~Most~~The excess of the ~~fixed~~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 ~~have been retired during the 2005 fiscal year~~for making operating decisions and ~~the related costs~~assessing performance. The Company determined it has one operating segment as of March 31, 2014 and ~~accumulated depreciation have been removed from the accounts and any gain or loss was recognized during that period.~~March 31, 2013.

~~Reclassifications:~~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 liabilities 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.

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.

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.

~~Net~~Comprehensive Income ~~(Loss) Per Share:~~

In addition to Net Asset Values the Company reports basic and diluted earnings per share (EPS) according to the provisions of ASC Topic 260, which requires the presentation of basic EPS and, for companies with complex capital structures, diluted EPS. Basic EPS excludes dilution and is computed by dividingComprehensive income represents net income ~~(loss) available to common stockholders by~~plus the ~~weighted average number~~change in equity of ~~common shares outstanding during the period. Diluted EPS is computed by dividing~~a business enterprise resulting from transactions and circumstances from non-owner sources. The Company’s comprehensive income equal net income (loss) available to common stockholders, adjusted by other changes in income or loss that would result from the assumed conversion of those potential common shares, by the weighted number of common shares and common share equivalents (unless their effect is antidilutive) outstanding. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be antidilutive. Thus, these equivalents are not included in the calculation of diluted loss per share, resulting in basic and diluted loss per share being equal. The following is a reconciliation of the computation for basic and diluted EPS for the ~~nine months~~quarters ended ~~September~~March 31, ~~2013~~2014, and ~~2012:~~2013.

1312

~~Table of Contents~~

BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER 30,~~MARCH 31, 2014 AND 2013 ~~AND 2012~~

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 24 - ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~GOING CONCERN

9/30/2013 6/30/2012

Net Income (Loss) $ (99,969 ) $ 920,666

Weighted-average common shares outstanding  basic:

Weighted-average common stock 167,097,874 162,058,174
Equivalents
  Stock options - -
  Warrants - -
  Convertible Notes - -
Weighted-average common shares
outstanding- Basic & Diluted 167,097,874 162,058,174

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.

~~Income Taxes:~~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

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.

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:

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.

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 ~~$13,549,431~~$14,045,801 as of ~~December~~March 31, ~~2012~~2014 in Net Loss Operating Loss ~~carryforwards~~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~~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 ~~2013~~2014 and ~~2020.~~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 ~~carryforward.~~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 ~~it’s~~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.

~~Table of Contents~~

~~BROADLEAF CAPITAL PARTNERS, INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF SEPTEMBER 30, 2013 AND 2012~~

~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

Components of Net Operating Loss and Valuation allowance are as follows:


Net deferred tax assets consist of the following components as of	Net deferred tax assets consist of the following components as of							Net deferred tax assets consist of the following components as of

		9/30/2013			12/31/2012				3/31/2014			12/31/2013
Deferred tax assets:

Beginning NOL Carryover			13,549,431			14,401,359			$	13,177,333		$	14,029,261

Adjusted Taxable Income(loss)			(99,969	)		851,928				(16,540	)		851,928

Valuation allowance			0			0				0			0

Ending NOL Carryover			13,649,400			13,549,431				13,193,873			13,177,333

Tax Benefit Carryforward			4,640,796			4,606,807
Tax Benefit Carry-forward										4,485,917			4,480,293

Valuation allowance			(4,616,200	)		(4,606,807	)			(4,485,917	)		(4,480,293	)

Net deferred tax asset			0			0			$	0		$	0

Net Valuation Allowance									$	(4,485,917	)	$	(4,480,293	)

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	2425

Item 1A.	Risk Factors	2426

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	2726

SIGNATURES		2827

Notes payable consist of the following for the periods ended;	9/30/2013		12/31/2012

Debentures at 10%, unsecured, were to be convertible into
common shares at the option of the holder, all debentures
are currently in default.		10,383		10,383

Related party loan from corporate officer to subsidiary
Pipeline Nutrician, USA for working capital with interest
at 4% per annum and equal monthly installments of $625
per month with a maturity date of April 1, 2017. This loan
is secured by the inventory in Pipeline Nutrition, USA.		30,000		0

Short term unsecured working capital demand notes, with
stated interest rate of 10%. Reclassified back into notes
payable after the Company confirmed status during the last
fiscal audit of the 2010 year-end.		20,000		20,000

Total Notes Payable		60,383		30,383

Less Current Portion		40,663		30,383

Long Term Notes Payable	$	19,720	$	0

The aggregate principal maturities of notes payable are as follows:
All are classified as short term by the Company. During these periods, the
Company was in default on 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:	$	18,222	$	16,488


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


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


			For the nine months ended		For the three months ended
			9/30/2013	9/30/2012	9/30/2013	9/30/2012
	Revenues		$45,509	$21,600	$22,836	$13,146

1)	Cost of Sales		31,534	17,317	18,231	12,712
2)	Officer Wages		3,000	6,000	1,000	1,500
	Wages		5,450	0	1,212	0
3)	Professional Fees		14,235	88,285	3,985	17,245
4)	Administrative		91,057	44,115	67,915	16,342
	Royalties		0	2,370	0	266
	Interest expense		(2,418)	(8,469)	(578)	(1,301)
5)	Debt Forgiveness		0	138,304	0	0
6)	Realized Gain on Investment		0	927,318	0	0
	Other Income(Expense)		2,216	0	(20)	0
		NET INCOME	($99,969)	$920,666	($70,105)	($36,220)

1)	Cost of product sold through it's start up subsidiary Pipeline Nutrition USA
2)	Salaries, Wages & Personnel Costs are for the principal executive officers as noted above.
3)	Professional Fees include bookkeeping, accounting, auditing and legal fees incurred in conjunction with
	the Company’s public filings processes as well for occasional external help with day-to-day operations,
	as the Company has not hired its permanent accounting or legal staff. Additional Consulting fees
	on reviewing potential merger candidates.
4)	All Other expenses include rent, travel, entertainment, supplies, postage and other General &
	Administrative expenses incurred in the day to day operations of the Company.
5)	Settlement of old liabilities dating back to 2004.
6)	Realized gain on sale of Canyon Shadows limited partnership.


	9/30/2013			12/31/2012

Raw Materials		$	0		$	0
Finished goods			24,977			37,900

Total inventory		$	24,977		$	37,900


	9/30/2013			6/30/2012

Net Income (Loss)	$	(99,969	)	$	920,666

Weighted-average common shares outstanding basic:

Weighted-average common stock		167,097,874			162,058,174
Equivalents
Stock options		-			-
Warrants		-			-
Convertible Notes		-			-
Weighted-average common shares
outstanding- Basic & Diluted		167,097,874			162,058,174


For the Periods Ended,	9/30/2013		12/31/2012

Furniture and fixtures	$	0	$	0
Computers and software		3,500		3,500
Other equipment		400		400

		3,900		3,900

Accumulated depreciation		3,900		3,900
Current depreciation expense		0		0

		3,900		3,900

Net fixed assets	$	0	$	0


Most Fixed Assets were retired during the reduction of operations in 2005


	9/30/2013			9/30/2012

Net Income(Loss)	$	(99,969	)	$	920,666

Net Investment Value End of Period	$	51,354		$	82,407
Weighted-average common shares outstanding basic:		167,097,874			162,058,174

Beginning of period Net Asset Value		0.000			(0.007	)
Income from Net Investment operations Income (Loss)		0.000			(0.000	)
Net Income(Loss) Investments (realized & unrealized)		0.000			0.007

Total from investment operations		0.000			(0.000	)

Other Increases(Decreases)		0.000			(0.000	)

End of period Net Asset Value		0.000			(0.000	)

	● The Company has in insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

	~~● The Company has not achieved the optimal level of segregation of duties relative to key financial reporting functions.~~

	● The Company does not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company’s financial statements.

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