American Capital
Holdings

1016 Clemmons Street

Suite
302

Jupiter,
FL 33477-3305

561.745.6789
Telephone

561.337.9356
Facsimile

561.262.5158
Cellular

brichmond@achusa.com

rturner@achusa.com



January 2, 2008



Via United
States Postal PriorityCertified

Mail
No.70022410000543376468

RETURN
RECEIPT
REQUESTED



Mr. Mark W.Olsen,Chairman

Ms. Angela
Desmond, Chief of Staff

Public Company
Accounting Oversight Board

1666 K Street
NW

Washington,D.C.20006-2803



Re:      
Wieseneck
&Andres
&Company,P.A.

Thomas B.
Andres,CPA

Public
Company
AccountingOversight
Board

PCAOB Release
No.1 04-2005-117



Dear Mr. Olsen
&Ms.Desmond:



As promised,in
furtherance of our facsimile letter to
your
of December 17,2007,
which

copy is
appended hereto asExhibit No.1,the
purpose of this letter is to clarifyour

position
regarding
your
board's
abovedescribed PCAOB Release
No. 104-2005-117.
For

your
convenience,we
enclose a copyof
your
aforementioned PCAOB release asExhibit

No.2.On Page
three (3) of this document,
you
state in Item (1)that our
accounting

"failed
to perform adequate audit procedures to test the existence and valuation of

investment and
goodwill"and (2)
the failure to perform and document adequate audit

procedures to
test the existence of a significant portion of the inventory balance and to test

the valuation
of the issuer's
recorded inventory.
We stronglydisagree
with the PCAOB's

assessments
based on the following reasons:



Mr. Mark W. Olsen,
Chairman

Ms.
Angela
Desmond,
Chief
of
Staff

Public Company
Accounting
Oversight
Board

PCAOB Release
No.1
04-2005-117

January
2,2008

Page
2
of5



1.Enclosed herewith
as Composite Exhibit No.3. is
a
copyof the
executed

December 30,2003
Stock AssetAcquisitionAgreement
between Spaulding

Ventures,LLC
and American
Capital
Holdings,Inc.,whichincludes
a detailed

spreadsheet
ofthe exchangeoffer.The
acquisition price
was
based on"actual

audited investment cost"
bythe
Spaulding members
in the ten (10) companies

listed
within the agreement,subject
to the completion
of a final audit by

Spaulding's
auditor, Timothy R. Foster,CPA,who is
also a PCAOB
member.



2.Affixed
herein as Exhibit No.4, is a copyof Mr.Foster's
January14,2004
Audit,

for the period
ending December 31,2003,
whichwas
conducted
in accordance

withU.S.General
Accepted Accounting
Standards.
Mr. Foster
listedthe
Partners

Capital at
Ten MillionEight
Hundred
SeventyFour
Thousand
Nine
Hundred

NinetyNine&
65IHundreds($10,874,999.65)U.S.
Dollars.
This isthe exact

numberwerecorded on
AmericanCapitalHoldings,Inc'sGeneralLedger.We

completed the
exchange
offer in late
February,2004.
Spauldinghad
madeventure

capital
investments.nto
these
companies,
whichwere
all privatecompanies.Even

as of
todaysome
0these companieshave
some
verypossibleupside
potential.In

our opinion,if ACHwould
have
booked
thistransaction at belowthe"audited
cost

value",wewould
htve
breached our fiduciarydutytoACH's
shareholders.



3. Based on
the agreed
on actual
"costaudit",each
andeverySpaulding
member

agreed to exchange
their membership
units into ACHstock.Enclosed
herewith
as

Composite
Exhibit No.5
are copiesofeach
of the five(5)page
agreements,

which included
Full Unconditional
General Releases for each Spaulding exchange

participant.



4. Affixed
herewith as Composite Exhibit No.6 is a copyof
American Capital

Holdings,Inc.("ACH")
2004 10KSB
filing,
which
includesthe May31,
2004

ACH audit.Part
of American CapitalHoldings,Inc's
May31,2004auditwas

based on Mr.
Foster's
January14,2004audit
opinion.Duringthenext
twelve
(12)

months
ACH's
management
went
into great
detail
in assessingtheten(10)

companies
listed
in the December30,
2003agreement.Smart
Pill Diagnostic's

held greatpromisecompared
toanotherfullyreporting tradingpubliccompanyin

thesame
medical field known
as GivensImaging,
who
hadsimilartechnologyand

had
a Three
Hundred Million
($300,000,000)plus
market
capitalization.Atthe

time,
we
held close
to twenty
(20%)percent
ofSmart
Pill.Theother
companies

were
private
andwere
hard to assess
a valuetothem.



5.Inspite
ofSmart
Pill
Diagnostic's
promisingfuture
and becausethe
other

companieswereprivate
and werehard
to assess a true market
value,the

management ofAmerican
Capital
Holdings,Inc.
chose
to write off the entire





Mr.
Mark
W. Olsen,
Chairman

Ms.
Angela
Desmond,
Chief
of Staff

Public Company
Accounting
Oversight
Board

PCAOB
Release
No.
104-2005-117

January
2, 2008

Page
3
of5



Spaulding investment
until a later
timewhen
and if
we
soldsome
ofthe

investmentsinto
these companies.Enclosed
herein as Composite Exhibit No.7is

a copyof
American Capital Holdings,Inc'sForm
10KSB/Afor theperiod
ending

May31,2005which
the audit reflects
theaforementioned
writedown.



6.One of
the investments
American
Capital
Holdings,Inc.
held and still holds today

is in a
public trading company known as Air Media Now,Inc.
This investment

was valued at
the trading price on the
same
day of each audit period of May31,

2004 and May31,2005.Air
Media is a fullyreporting trading
public companyin

the process
of acquiring an InsuranceCarrier and plansto be
renamed.
American

Capital still
owns
100%of IS
Direct
Agency,Inc.,
whichwill
be the captive

agencyfor
our InsuranceCarrier
operations.



7.Itwasbrought
to our
attentionlour
board
had questionedthe
valueplaced
onthe

inventory.
Appended
herein as
~xhibitNo.8,is
a copyof
the
itemized
inventory,

whichwasbased
on the cost
method,This
inventory
waspurchased over
time by

thepriorChairman
ofeComeCom.com,David
Panaia.
OnNovember
30,2003

eCom
purchased
the above
inventory
from
David
Panaiafor $32,000.
The

inventory
was
spun-off
to the eCom
eCom.com,Inc.
subsidiary
A Super

Deal.com,Inc.
on June 4,2004.Acomplete
valuation
of the above
inventory

amounts to
FiftyTwo
Thousand
Nine Hundred SixtySix
($52,966)
U.S.Dollars.



8. American
Capital Holdings,Inc.wasa one(1)
of three
(3)petitioning creditors

and Plan
Proponent sponsor in a recent
United
States Southern
District of Florida

Bankruptcy
Plan of Reorganization regarding a companyknown
as

eComeCom.com,Inc.,in
re: Case No.04-35435
BKC-SHF.The
Involuntary

Petitionwasfiled
on November 29,2004.
Throughout the three
(3)
years of these

proceedings,
weworkedvery
closely
withyouragency,
the
United States

Securities
&
Exchange
Cormnission
("SEC"),
regarding
eCom's
Plan of

Reorganization,Disclosure Statementand
the completion
of thespin off
of

eCom's
formerwhollyowned
ten(10)fullyreportingpublic
company

subsidiaries.The
result of the ballotswere:
(a)eCom
received
100%acceptance

votes
from
the Class
I creditors,
whoreceived
100%oftheirrespectiveclaims;(b)

100%acceptancevotes
for the Class II unsecured creditorswho
also received

100%of their
entire claims;
(c)100% acceptancefrom
the equity
securityholders

who
kept
their
entire
shareholders
under
the
Plan
of
Reorganization.
For
your

review,
we are
enclosingasCompositeExhibitNo.9is
a copyofthe
Plan of

Reorganization
&
Disclosure Statement.Appended
asExhibitNo.
10
is a copyof

theMarch12,2007CourtTranscript.Whenyou
review,youwillseeMr.Gordon

Robinson,Esq.,
who isyour
agency's
chief bankruptcycounselwhoworkedwith

us throughout
thiscase,who
appeared
on behalf of the
SEC
and was publicly





Mr.
Mark
W. Olsen,
Chairman

Ms.
Angela Desmond,
Chief
of
Staff

Public Company Accounting
Oversight
Board

PCAOB Release No. 104-2005-117

January 2,
2008

Page
4
of5



supportive
of ourplan.Whenyou
reviewthe transcript,
youwill
see Mr.

Robinson alsowas
complementary
aboutour
disclosure
and filingswith
the SEC.

Thomas B.Andres,CPA
and Wieseneck
&Andres,P.A.wasapproved
bythe

United States
BankruptcyCourtvia
aCourt
Order
andwasresponsible
for the

financial disclosure
of these filings.
Additionally,theUnited
States
Department of

JusticeU.S.
Trustee's
office
was
also supportive.
A
Court Order
was entered by

the Honorable
Judge Stephen H.Friedman on March 23,2007
approving eCom's

Plan ofReorganization
&Disclosure
Statement,which
copyisaffixed
hereinas

Exhibit
No. 11.



In light
of the fact
that:(a)
ACH
knew we
had enoughvotes
tocomplete
a

successful
eCom Plan of Reorganization;
(b)ACH became
in early2005,the

majorityand
controlling
shareholder
(approximately96%)oftheten(10)SEC

fullyreporting public companies;and(c)knowing
we would
be able
to capture

eCom's
$7,300,000
CarryForward TaxLoss,ACH never
assigned any
value
to its

balance sheet
during or after
the conclusion of these proceedings.Today,fully

reporting
public companies sell for a significant
amount of money.
Being we just

last month
finished
upwith
all the final Orders
regarding
professional
fees and

finalrestructuring
charges
etc.,ourplansare toacquire
profitable
private

companies.



Under
theSarbanes-OxleyAct,
whichwas
the legislationwhich
created
your
Public

AccountingOversight
Board,we are
required to sign
off under the criminal penalties of

perjury
declaration.To
this day,we
stand
behind in our beliefwhat
was stated
in all of

our financial
statements was accurate,conservative
in nature and was accomplished

within all
General Accepted Accounting Standards
and Sarbanes-Oxley
guidelines.

In closing,we
reiterateAmericanCapitalHoldings,
Inc's and
all ofthe
companies

management'srepresentations
to our
accounting
firm,Wieseneck
&Andres,P.A.,have

been
absolutelyaccurate,conservative
andwe
havetaken
allthecorrect
appropriate
steps

in
the
classification
of our assets.
Wieseneck
&Andres
has alwaysbeen
extremely

thorough in
each and
everyauditreviewandwithout
reservation,we
stand
behind their

audits. It is
our strong opinion that anydisciplinaryactions
taken
by thePCAOB
against

Mr.Andres
and his firm would be verywrong
and without merit.This
accounting firm is

absolutely
vital for all of these companies'future
andanyactions taken by
your
board

would
hurt approximatelysixthousand(6,000)
shareholders in each of these
companies.

Itis
hard for usto figure
outwhen
all
of our court
disclosureswereincluded
are hundreds

of
SECfilings
whichwereapproved
by theUnitedStatesBankruptcy
Court,theSEe

(which
iswhatyourboard
is partof),the
Department of JusticeUnited
States
Trustee's

Office,100%approval
fromallofthe
creditors
and
100% approval
of all
theequity



Mr. Mark W. Olsen,
Chairman

Ms. Angela Desmond, Chief of Staff

Public Company Accounting Oversight Board

PCAOB Release No. 104-2005-117

January 2,2008

Page 5 of 5



security
holders (who kept their entire equity holdings) that for some reason your board

thinks we did
something incorrect. We obtained court order after court order during the

entire three
(3) year process and each and every filing was posted to the eCom's website

per another
court approved order allowing us to do so.In
fact, now that we have this

massive
restructuring behind us, when we start monetizing these assets, we believe
history

will prove we
were over conservative and the future probably will result in many future

recapture
events and capital gain transactions.



In advance,
we sincerely appreciate your giving us the opportunity to fairly present the

facts
regarding this issue. One last request,it
would be appreciated prior to your board

taking any
type of disciplinary action, we would appreciate a meeting with your staff as

we can bring
volumes of additional documents in full support of what we have stated

within this
correspondence.Notwithstanding,hopefully this outcome of this letter and

exhibits have
addressed your concerns.  With kindest regards,we
remain.





Most
sincerely,

American
Capital Holdings, Inc.



/s/  Barney
A. Richmond

Barney
A. Richmond, Chairman



/s/  Richard
C. Turner

Richard
C. Turner, Chief Financial Officer







cc: Thomas B.Andres, CPA

File/chrono