Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
BROADLEAF CAPITAL PARTNERS, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
11133H109
(CUSIP Number)
Jonathan B. Reisman, Esq.
6975 NW 62nd Terrace
Parkland, FL 33067
954-344-0809
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e) , 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
CUSIP No. 11133H109
1) Names of Reporting Persons.
Arthur D. Viola
I. R. S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only .................................
4) Source of Funds (See Instructions) PF
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
U.S.
|---------------------|----------------------------------------------|
|Number of Shares | (7) Sole Voting Power 4,560,000 shares |
|Beneficially |----------------------------------------------|
|Owned by Each | (8) Shared Voting Power -0- |
|Reporting Person With|----------------------------------------------|
| | (9) Sole Dispositive Power 4,560,000 shares |
| |----------------------------------------------|
| | (10)Shared Dispositive Power -0- |
|---------------------|----------------------------------------------|
11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,560,000 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13) Percent of Class Represented by Amount in Row (11)
13.08%
14) Type of Reporting Person (See Instructions)
IN
PRELIMINARY NOTE
The reporting person is the sole officer and director of Daniels Corporate
Advisory Company, Inc. ("Daniels"). In addition, the reporting person is the
majority shareholder of Daniels. Accordingly, for purposes of this Schedule 13D
the reporting person has been deemed to be the sole beneficial owner of all of
the issuer's shares held by Daniels.
Item 1. Security and Issuer.
This statement relates to Common Stock, $.001 par value (the "Common Stock").
The name and address of the principal executive offices of the issuer of such
securities is Broadleaf Capital Partners, Inc., 7341 W. Charleston Blvd, Suite
140, Las Vegas, NV 89117.
Item 2. Identity and Background.
(a) Name:
Arthur D. Viola (the "reporting person")
(b) Residence or business address:
67 Wall Street, 22nd Floor, New York, NY 10005-3198
(c) Present principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such employment is
conducted:
The reporting person is the president of Daniels. Daniels is a corporate
financial advisory company. The address of Daniels is 67 Wall Street, 22nd
Floor, New York, NY 10005-3198.
(d) During the last five years, the reporting person has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the reporting person was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Citizenship. U.S.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds used in making the purchases by the reporting person was
his personal funds. No part of the purchase price is or will be represented by
funds or other consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the securities. The aggregate purchase
price of the 2,895,000 shares purchased by the reporting person was $310,976.
Item 4. Purpose of Transaction.
The purpose of the recent acquisition of securities of the issuer was to acquire
additional Common Stock consistent with the reporting person's long term
investment in the Common Stock and to enable the reporting person to attempt to
actively participate in the issuer's management for the benefit of the issuer's
stockholders through changes in the composition of the issuer's present board of
directors and executive officers which include changes in the number or term of
directors or filling any existing vacancies on the board. The reporting person
also seeks to have the issuer adopt amended and restated bylaws. The reporting
person, both individually and through Daniels, considers himself to be a long
term and faithful holder of the Common Stock.
The reporting person has no present plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any of
its subsidiaries;
(d) Any material change in the present capitalization or dividend policy of the
issuer;
(e) Any other material change in the issuer's business or corporate structure,
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act
of 1940;
(f) Changes in the issuer's charter or instruments corresponding thereto
or other actions which may impede the acquisition of control of the issuer by
any person;
(g) Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(h) A class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or
(i) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The reporting person beneficially owns 4,560,000 shares of the Common Stock
which the reporting person believes represents approximately 13.08% of the
outstanding Common Stock. The foregoing percentage is based upon information
provided in the issuer's Quarterly Report on Form 10-QSB for the quarterly
period ended June 30, 2003 and an initial Statement of Beneficial Ownership
filed with the Securities and Exchange Commission on September 12, 2003.
(b) The reporting person has sole power to vote or to direct the vote of
4,560,000 shares of Common Stock, sole power to dispose or to direct the
disposition of 4,560,000 shares of Common Stock. The reporting person does not
have shared power. As stated in the Preliminary Note, the foregoing shares
include shares held by Daniels.
(c) The following purchase in the class of securities reported on were effected
by the reporting person since his filing on Schedule 13D:
DATE NUMBER OF SHARES AGGREGATE PRICE
- --------------------------------------------------------------
September 17, 2003 500,000 $10,220
- --------------------------------------------------------------
All of the shares were purchased in the over-the-counter market. During such
period, neither the reporting person nor Daniels disposed of any of the Common
Stock and Daniels did not acquire any Common Stock.
(d) The reporting person does not know of any other person having the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
(e) The reporting person has not ceased to be the beneficial owner of more than
five percent of the class of securities.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The reporting person has made arrangements with certain others to consent to an
increase in the issuer's board of directors to eleven members, the election of
six new members selected by the reporting person and the adoption of amended and
restated bylaws. Other than the foregoing, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
reporting person or Daniels and between such persons and any person with respect
to any securities of the issuer, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies. None of the Common Stock beneficially
owned by the reporting person is pledged or otherwise subject to a contingency
the occurrence of which would give another person voting power or investment
power over such securities.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ Arthur D. Viola
- -------------------
Arthur D. Viola
Date: September 24, 2003