Red Cat Holdings, Inc. - Quarter Report: 2014 March (Form 10-Q)

form10q04242014.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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

[ ] 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 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

As of April 15, 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 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	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

SIGNATURES		29


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")SHAREHOLERS' 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


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		317,485,961			167,097,874
“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."


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."

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 Nevada company. 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 here 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.. 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 Broadleaf Capital Partners, Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated. Equity investments through 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 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 comprise 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.

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 Receivables, Net

Accounts receivable represent amounts due from customers on product 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 gain or loss thereon is 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.

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 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 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 thousand 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 Series A Preferred Share converts into one hundred thousand (100,000) shares of Common Stock.

No holder of the Series A Preferred shall be entitled to convert the Series A Stock to the extent, but only 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.

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

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

The Company occasionally pays for operating expenses of the partnerships and is reimbursed as funds become available to the company. Additionally, the Company uses 500 square feet of office space from its Interim President rent free. There are no commitments attached to this space.

During December of this year the Company sold its working wholly owned subsidiary Pipeline Nutrition U.S.A. Inc. which has 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 and Charles Snipes for $1,500 , 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 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 and a Form 8K was filed.

On April 14, 2013 Mike King resigned as our president. At the same time Damon L. Wagley was named President to take 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.

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 acquired certain assets of Texas Gulf Oil and 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 is based upon potential future earnings from the 5 year oil well servicing contract by and between our subsidiary Texas Gulf Exploration & Production 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 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 $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.

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")SHAREHOLERS' 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


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


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")SHAREHOLERS' 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

PART I

ITEM 2. DESCRIPTION OF BUSINESS

OVERVIEW

About Broadleaf Capital Partners:

Broadleaf Capital Partners, Inc. targets unique, 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 their 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 .

The Company continues to look to create shareholder value through strategic joint-ventures with members of the Private Equity, Venture Capital or Merchant Banking communities to assist them in the creation of liquid exit strategies for their existing portfolio interests as they are identified for disposition by allowing us to invest privately in a minority position in the portfolio companies, which investment at a later date may be spun off to our shareholders. . Identifying and developing each new business opportunity may require the Company to dedicate certain amounts of financial resources, management attention, and personnel, with no assurance that these expenditures will be recouped in the near or long term, as the Company believes our strategy is basically long term in nature and may well result in little to no near term income. The selection of companies we choose to incubate will depend upon a determination of whether a company offers a viable, well-conceived business plan, experienced management, available capital and an acceptable likelihood of success, which is never guaranteed and does have the risk of loss to the Company and its shareholders.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following is a discussion of certain factors affecting Registrant's results of operations, liquidity and capital resources. You should read the following discussion and analysis in conjunction with the Registrant's consolidated financial statements and related notes that are included herein under Item 7 below.

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

The statements contained in the section captioned Management's Discussion and Analysis of Financial Condition and Results of Operations which are historical are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent the Registrant's present expectations or beliefs concerning future events. The Registrant cautions that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the uncertainty as to the Registrant's future profitability; the uncertainty as to the demand for Registrant's services; increasing competition in the markets that Registrant conducts business; the Registrant's ability to hire, train and retain sufficient qualified personnel; the Registrant's ability to obtain financing on acceptable terms to finance its growth strategy; and the Registrant's ability to develop and implement operational and financial systems to manage its growth.

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.

Results of Operations 2014-2013

Analysis of the three months ended March 31, 2014 and 2013.

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 which was disposed of prior to the March 2014 quarter.

Cost of Goods Sold

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 which was disposed of prior to the March 2014 quarter.

G & A Expenses

G&A expense decreased to $16,030 for the three months ended March 31, 2014 from $29,783 for the three months ended March 31, 2013, an decrease of $13,753. The majority of the decreased G&A 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

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 from the year earlier period by $752 as our debt decreased. 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.

Net income (loss)

Net Income(loss) 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, an decrease of $2,109. The three month decrease was mostly related to G & A expenses noted above.

Liquidity and Capital Resources

On March 31, 2014 we had cash and cash equivalents totaling $51,242. 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our carrying values of cash, marketable securities, accounts payable, accrued expenses and debt are a reasonable approximation of their fair value. The estimated fair values of financial instruments have been determined by us using available market information and appropriate valuation methodologies. We have not entered into and do not expect to enter into, financial instruments for trading or hedging purposes. We do not currently anticipate entering into interest rate swaps and/or similar instruments.

Our primary market risk exposure with regard to financial instruments is to changes in interest rates, which would impact interest income earned on such instruments. We have no material currency exchange or interest rate risk exposure as of March 31, 2014. Therefore, there will be no ongoing exposure to a potential material adverse effect on our business, financial condition or results of operation for sensitivity to changes in interest rates or to changes in currency exchange rates.

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 chief 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 chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of and Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2013 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that, as of December 31, 2013, our internal control over financial reporting is not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework. This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management's report in this annual report.

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.

Limitations

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, 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, within our company 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. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

The Company has resolved a number of prior material deficiencies recorded in prior years and has appointed T.O. Owens as its chief financial officer in August of 2013 to increase the separation of control functions within the Company and allow for greater financial statement management. During the course of our audit we noted the following significant deficiencies.

Because of the Company's small number of people and its inherent limitations, internal control over financial reporting still may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

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.

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that a material weakness exists due to the items stated above, resulting from the Company’s limited resources and personnel.

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.

ITEM 1A. RISK FACTORS

An investment in our Common Stock is highly speculative, involves a high degree of risk and should be considered only by those persons who are able to afford a loss of their entire investment. In evaluating our business, prospective investors should carefully consider the following risk factors in addition to the other information included in this Quarterly Report.

RISKS RELATED TO OUR BUSINESS DURING SLOW ECONOMIC ACTIVITY.

Our business environment including potential real estate projects are running at an extremely slow economic pace and may continue to do so for the foreseeable future. Our prospects must be considered within that framework and in light of the risks, expenses, delays, problems and difficulties frequently encountered in the re-establishment of a business. As such, we face risks and uncertainties relating to our ability to successfully implement our business plan.

CHANGES IN COMMODITY PRICES MAY EFFECT OUR FUTURE PROFITABILTY.

WE HAVE AN ACCUMULATED DEFICIT AND MAY CONTINUE TO HAVE LOSSES IN THE FUTURE, WHICH COULD HAVE A NEGATIVE IMPACT ON OUR OPERATIONS.

Since inception, we have generated an accumulated deficit of $14,045,801 as of March 31, 2014. We are increasing development, growth and acquisition activity which will result in increased expenses which could result in additional losses in the next 12 months. These losses could continue until such time, as we are able to generate sufficient revenues to finance our operations and the costs of continuing expansion. As of March 31, 2014, we had cash and cash equivalents of $51,242.

OUR AUDITORS ISSUED A GOING CONCERN OPINION WHICH MEANS WE MAY NOT BE ABLE TO ACHIEVE OUR OBJECTIVES AND MAY HAVE TO SUSPEND OR CEASE OPERATIONS.

Our auditors issued a going concern opinion for the fiscal years ended December 30, 2013 and December 31, 2012. This means that there is substantial doubt that we can continue as an ongoing business without additional financing and/or generating profits. If we cannot raise additional capital or generate sufficient revenues to operate profitably, we may have to suspend or cease operations. If that occurs, you will

lose your investment.

WE MAY NEED TO RAISE ADDITIONAL FUNDS IN THE FUTURE FOR OUR OPERATIONS AND IF WE ARE UNABLE TO SECURE SUCH FINANCING, WE MAY NOT BE ABLE TO SUPPORT OPERATIONS.

Future events, including the problems, delays, expenses and difficulties frequently encountered by growing companies, may lead to cost and expense increases that could make our revenues insufficient to support our operations and business plans. We may seek additional capital, including an offering of our equity securities, an offering of debt securities or obtaining financing through a bank or other entity. We have not established a limit as to the amount of debt we may incur nor have we adopted a ratio of our equity to a debt allowance. If we need to obtain additional financing, there is no assurance that financing will be available from any source, that it will be available on terms acceptable to us, or that any future offering of securities will be successful.

We may seek additional financing which may result in the issuance of additional shares of our common stock and/or rights to acquire additional shares of our common stock. The issuance of our common stock in connection with such financing may result in substantial dilution to the existing holders of our common stock who do not have anti-dilution rights. Those additional issuances of our common stock would result in a reduction of an existing holder's percentage interest in Broadleaf Capital Partners, Inc. Our business, financial condition and results of operations could suffer adverse consequences if we are unable to obtain additional capital when needed.

OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE SIGNIFICANTLY.

There has been a limited public market for our common stock, and an active trading market for our common stock may not develop. As a result, this could reduce our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could reduce the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially.

OUR COMMON STOCK IS DEEMED A "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS.

The Securities and Exchange Commission or SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock on the Bulletin Board has been substantially less than $5.00 per share and therefore we are currently considered a “penny stock” according to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.

NEVADA LAW AND OUR CERTIFICATE OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM CERTAIN TYPES OF LAWSUITS WHICH COULD RESULT IN LIABILITY FOR INFE AND NEGATIVELY IMPACT OUR LIQUIDITY OR OPERATIONS.

Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. These exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

SINCE WE HAVE NOT PAID ANY DIVIDENDS ON OUR COMMON STOCK AND DO NOT INTEND TO DO SO IN THE FORESEEABLE FUTURE, A PURCHASER OF OUR COMMON STOCK WILL ONLY REALIZE AN ECONOMIC GAIN ON HIS OR HER INVESTMENT FROM AN APPRECIATION, IF ANY, IN THE MARKET PRICE OF OUR COMMON STOCK.

We have never paid, and have no intentions in the foreseeable future to pay, any cash dividends on our common stock. Therefore an investor in our common stock, in all likelihood, will only realize a profit on his investment if the market price of our common stock increases in value.

IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS. AS A RESULT, CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH COULD HARM OUR BUSINESS AND THE TRADING PRICE OF OUR COMMON STOCK.

We are subject to reporting obligations under the U.S. securities laws. The Securities and Exchange Commission as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal controls over financial reporting. In addition, an independent registered public accounting firm must attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting. These requirements may first apply to our annual report on Form 10-KSB for the fiscal year ending December 31, 2002. Our management may conclude that our internal controls over our financial reporting are not effective. Moreover, even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management’s assessment or may issue a report that is qualified if they are not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.

Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. If we fail to timely achieve and maintain the adequacy of our internal controls, we may not be able to conclude that we have effective internal controls over financial reporting at a reasonable assurance level. Moreover, effective internal controls over financial reporting are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our common stock. Furthermore, we anticipate that we will incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act. As of the date of this prospectus we do not have an estimate of the costs to the company of compliance with the Act.

We are preparing for compliance with Section 404 by strengthening, assessing and testing our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention. We cannot be certain that these measures will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, as we rapidly grow our business, our internal controls will become more complex and will require significantly more resources to ensure our internal controls overall remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in our financial statements and harm our stock price.

INVESTORS IN OUR SECURITIES MAY SUFFER DILUTION.

The issuance of shares of our common stock, or shares of our common stock underlying warrants, options or preferred stock will dilute the equity interest of existing stockholders who do not have anti-dilution rights and could have a significant adverse effect on the market price of our common stock. The sale of our common stock acquired at a discount could have a negative impact on the market price of our common stock and could increase the volatility in the market price of our common stock. We may seek additional financing which may result in the issuance of additional shares of our common stock and/or rights to acquire additional shares of our common stock. The issuance of our common stock in connection with such financing may result in substantial dilution to the existing holders of our common stock who do not have anti-dilution rights. Those additional issuances of our common stock would result in a reduction of an existing holder's percentage interest in Broadleaf Capital Partners, Inc.. Our business, financial condition and results of operations could suffer adverse consequences if we are unable to obtain additional capital when needed.

ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES

·	On March 28, 2014 the Company issued 90 shares of Series A Convertible Preferred Shares to Texas Gulf Oil & Gas, Inc. in exchange for assets purchased.

·	On March 28, 2014 the Company issued 300,000 shares of Series B Preferred Shares to Litigation Capital, Inc. in exchange for assets purchased.

ITEM 5. OTHER INFORMATION

On April 28, 2014, the Company has amended and restated its Certificate of Designations for its Preferred Stock Series A, C and D. The issued Preferred Series A amended its par value to $0.01 per share and 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

25	Audited financial statements of acquired assets

4.2	Amendment to Preferred Shares

	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 Company

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 29th day of April, 2014.

Broadleaf Capital Partners, Inc.

/s/ Damon L. Wagley

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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 April 29, 2014

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Damon L. Wagley

/s/ T. W. Owen CFO April 29, 2014

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T. W. Owen