SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

                          Commission File # 000-31663

                    AMERICAN CAPITAL PARTNERS LIMITED, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   88-0440536
                      (IRS Employer Identification Number)

           319 Clematis Street, Suite 211, West Palm Beach, FL 33401
               (Address of principal executive offices)(Zip Code)

                                 (561) 366-9211
               (Registrant's telephone no., including area code)

Check whether issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]

The number of shares outstanding of the Company's common stock as of
September 29, 2004 is shown below:

Title of Class Number of Shares Outstanding Common Stock, par value $.001
per share 111,393.

Documents Incorporated by Reference: None


                                       1

<PAGE>


                    AMERICAN CAPITAL PARTNERS LIMITED, INC.
                                  FORM 10-QSB

                               Table of Contents

PART  I  -  FINANCIAL  INFORMATION

Item  1  -  Financial  Statements

Item  2  -  Management's  Discussion  or Plan of Operations

Item  3  -  Controls and Procedures


PART II  -  OTHER INFORMATION

Item  2  -  Changes  in  Securities

Item  6  -  Exhibits and Reports  on  Form  8-K


                                       2


<PAGE>

<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                       AMERICAN CAPITAL PARTNERS LIMITED, INC
                          CONSOLIDATED BALANCE SHEETS

                                                                  March 31,           December 31,
                                                                    2004                 2003
                                                              ------------------    ----------------
                                                                 (Unaudited)

ASSETS
Current Assets:
<S>                                                                     <C>                 <C>
                     Cash and cash equivalents                          $53,380             $38,322
                                                              ------------------    ----------------

  Total Current Assets                                                   53,380              38,322

FURNITURE AND EQUIPMENT, net                                              1,796                   -
                                                              ------------------    ----------------


DISCOUNT ON CONVERTIBLE DEBT, net                                        94,130              99,130
                                                              ------------------    ----------------


Total Assets                                                           $149,306            $137,452
                                                              ==================    ================

LIABILITES AND SHAREHOLDERS' DEFICIENCY
Current Liabilities:
                     Accounts payable and accrued expenses             $215,230            $210,230
                                                              ------------------    ----------------

  Total Current Liabilities                                             215,230             210,230

 CONVERTIBLE DEBT                                                       100,000             100,000
                                                              ------------------    ----------------

Total Liabilities                                                       315,230             310,230
                                                              ------------------    ----------------


Shareholders' Deficiency
Common stock, $.001 par value, 150,000,000 shares
  authorized, 111,393 isseud and outstanding, respectively                  111                 119
Additional paid-in capital                                              (41,077)            (41,085)
Accumulated deficit                                                    (124,958)           (131,812)
                                                              ------------------    ----------------

  Total Shareholders' Deficiency                                       (165,924)           (172,778)
                                                              ------------------    ----------------

Total Liabilities and Stockholders' Deficiency                         $149,306            $137,452
                                                              ==================    ================
</TABLE>

                                       3


<PAGE>

<TABLE>
<CAPTION>

                                AMERICAN CAPITAL PARTNERS LIMITED, INC
                    CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

                                                   Three Months Ended          Three Months Ended
                                                        March 31,                   March 31,

                                                                    2004                         2003
                                                -------------------------  ---------------------------
                                                       (Unaudited)                 (Unaudited)

<S>                                                             <C>                                <C>
REVENUES, net                                                   $101,787                           $-
COST OF SALES                                                          -                            -
                                                -------------------------  ---------------------------

GROSS PROFIT                                                     101,787                            -
                                                -------------------------  ---------------------------

OPERATING EXPENSES:
           General and administrative expenses                    87,933                            -
                                                -------------------------  ---------------------------

  TOTAL OPERATING EXPENSES                                        87,933                            -
                                                -------------------------  ---------------------------

OPERATING INCOME                                                  13,854                            -

OTHER EXPENSES:
Interest expense                                                   7,000                            -
                                                -------------------------  ---------------------------


NET INCOME                                                        $6,854                           $-
                                                =========================  ===========================

Weighted average number of shares
  outstanding - basic and diluted                                111,393                   20,638,438
                                                =========================  ===========================

Net income per common share - basic and diluted                    $0.06                           $-
                                                =========================  ===========================
</TABLE>

                                       4

<PAGE>

<TABLE>
<CAPTION>
                               AMERICAN CAPITAL PARTNERS LIMITED, INC
                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      Three Months           Three Months
                                                      Ended                  Ended
                                                      March 31,              March 31,

                                                      2004                   2003
                                                      ---------------------  -----------------------
                                                      (Unaudited)            (Unaudited)

CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                                 <C>                          <C>
     Net income                                                     $6,854                       $-
                                                      ---------------------  -----------------------

   Amortization of Discount on Convertible Debentures                5,000

CHANGES IN OPERATING ASSETS AND
  LIABILITIES
    Increase in accounts payable and accrued expenses                5,000

  NET CASH FLOWS PROVIDED BY OPERATING
  ACTIVITIES                                                        16,854                        -
                                                      ---------------------  -----------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
    Purchase of furniture and equipment                             (1,796)                       -
                                                      ---------------------  -----------------------

  NET CASH USED BY INVESTING
  ACTIVITIES                                                        (1,796)                       -
                                                      ---------------------  -----------------------

CASH FLOWS FROM FINANCING
ACTIVITIES                                                               -                        -
                                                      ---------------------  -----------------------

Change in cash                                                      15,058                        -
Cash - Beginning of period                                         $38,322                       $-
                                                      ---------------------  -----------------------
Cash - End of period                                               $53,380                       $-
                                                      =====================  =======================
</TABLE>

                                       5

<PAGE>

NOTE 1 - ORGANIZATION OF BUSINESS

On October 29, 1999 American IR Technologies, Inc. was organized under the
laws of the State of Nevada. On November 18, 2002, American IR Technologies,
Inc. changed its name to American Products Corporation ("Products Corp") with a
principal business purpose to design and market consumer electronics that
utilize infrared technology. However, sales from these products were not
sufficient to fund operations and the company subsequently ceased all
manufacturing and marketing efforts.

On October 28, 2003, Products Corp, then a publicly held inactive company,
and American Capital Partners Limited, Inc. ("ACP" or the "Company"), a Nevada
corporation entered into a Letter of Agreement (the "Agreement") whereby ACP
tendered all its issued and outstanding shares in exchange for Products Corp
issuing 50,000,000 pre reverse-split shares or 70% of its common stock. The
50,000,000 pre reverse-split shares of restricted common stock were issued to
the shareholders of ACP.

Pursuant to the Agreement, the former shareholders of ACP controlled
Products Corp through control of the common stock immediately upon conclusion of
the exchange of shares and this transaction was accounted for as a
recapitalization of ACP. The post-merger entity reflects the assets and
liabilities of both entities at historical cost, the historical operations of
ACP and the operations of Products Corp subsequent to the date of the
recapitalization.

Effective on January 16, 2004, the Company filed amended Articles of
Incorporation with the State of Nevada to change its name to American Capital
Partners Limited, Inc. The Company is authorized to issue 150,000,000 shares of
common stock at a par value of $0.001 per share.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements
----------------------------

The interim financial statements presented herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC"). Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant
to such rules and regulations. The interim financial statements should be read
in conjunction with the Company's annual financial statements, notes and
accounting policies included in the Company's annual report on Form 10-KSB for
the year ended December 31, 2003 as filed with the SEC. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
which are necessary to provide a fair presentation of financial position as of
March 31, 2004 and the related operating results and cash flows for the interim
period presented have been made. The results of operations, for the period
presented are not necessarily indicative of the results to be expected for the
year.

                                       6

<PAGE>

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All material intercompany transactions and
balances have been eliminated in consolidation.

Use of Estimates
----------------

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Beneficial Conversion Feature in Debentures
-------------------------------------------

In accordance with EITF Issue 98-5, as amended by EITF 00-27, we must
evaluate the potential effect of any beneficial conversion terms related to
convertible instruments such as convertible debt or convertible preferred stock.
The Company has issued several debentures and a beneficial conversion may exist
if the holder, upon conversion, may receive instruments that exceed the value of
the convertible instrument. Valuation of the benefit is determined based upon
various factors including the valuation of equity instruments, such as warrants,
that may have been issued with the convertible instruments, conversion terms,
value of the instruments to which the convertible instrument is convertible,
etc. Accordingly, the ultimate value of the beneficial feature is considered an
estimate due to the partially subjective nature of valuation techniques.

Income Taxes
------------

The Company provides for income taxes in accordance with Statements of
Financial Accounting Standards ("SFAS") No. 109 using an asset and liability
based approach. Deferred income tax assets and liabilities are recorded to
reflect the tax consequences on future years of temporary differences of revenue
and expense items for financial statement and income tax purposes.

Since its formation the Company has incurred net operating losses. As of
December 31, 2003 the Company had a net operating loss carryforward available to
offset future taxable income for federal and state income tax purposes.

SFAS No. 109 requires the Company to recognize income tax benefits for loss
carryforwards that have not previously been recorded. The tax benefits
recognized must be reduced by a valuation allowance if it is more likely than
not that loss carryforwards will expire before the Company is able to realize
their benefit, or that future deductibility is uncertain. For financial
statement purposes, the deferred tax asset for loss carryforwards has been fully
offset by a valuation allowance since it is uncertain whether any future benefit
will be realized.

Earnings (Loss) Per Share
-------------------------

Basic net earnings (loss) per common share are computed using the weighted
average number of common shares outstanding during the periods. Diluted net
earnings (loss)per share is computed using the weighted average number of common
and dilutive common equivalent shares outstanding during the period. Additional
equivalent shares of common stock are issuable upon conversion of debentures and
may dilute future earnings (loss) per share calculations.

                                       7

<PAGE>

NOTE 4 - CONVERTIBLE DEBT

The company recorded a Discount on Convertible Debt ("Discount") of
$100,000 for the value of a beneficial conversion feature inherent in the
Debentures to be amortized as interest expense over a 5-year period.
Amortization of the Discount was recorded as interest expense in the
accompanying statement of operations during the three-month period ended March
31, 2004.

The Discount, net of amortization consists of the following as of March 31,
2004:

                Beginning Balance of Discount on
                 Convertible Debt as of December 31, 2004    $99,130

                Amortization of interest expense             ( 5,000)
                                                           ----------

                Discount on Convertible Debt, net            $94,130
                                                           ----------

NOTE 5 -INCOME TAXES

     The Company provides for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109 using an asset and liability
based approach. Deferred income tax assets and liabilities are recorded to
reflect the tax consequences on future years of temporary differences of revenue
and expense items for financial statement and income tax purposes.

     Since its formation the Company has incurred net operating losses. As of
December 31, 2003 the Company had a net operating loss carryforward available to
offset future taxable income for federal and state income tax purposes.

     SFAS No. 109 requires the Company to recognize income tax benefits for loss
carryforwards that have not previously been recorded. The tax benefits
recognized must be reduced by a valuation allowance if it is more likely than
not that loss carryforwards will expire before the Company is able to realize
their benefit, or that future deductibility is uncertain. For financial
statement purposes, the deferred tax asset for loss carryforwards has been fully
offset by a valuation allowance since it is uncertain whether any future benefit
will be realized.

     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets at December 31, 2003 are approximately as
follows:

              Net operating loss carryforward                   $30,000

              Valuation allowance for deferred tax assets      ( 30,000)
                                                              ----------

              Net deferred tax asset                                 $-
                                                              ----------

There was no income tax expense incurred during the three-month period
ended March 31, 2004.

                                       8

<PAGE>

NOTE 6 - SHAREHOLDERS' DEFICIENCY

Common Stock Reverse Split
--------------------------

In January 2004, the Company's shareholders and Board of Directors approved
a one-for-six hundred reverse stock split of the Company's issued and
outstanding common stock with no corresponding decrease to the number of
authorized shares. Based on this reverse stock split occurring within close
proximity to year end, this was effectuated for accounting purposes in the
accompanying consolidated financial statements and all shares and per share data
have been retroactively adjusted for all periods presented to reflect the
reverse split, unless otherwise noted.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Litigation, Claims and Assessments
----------------------------------

The Company incurred significant liabilities in its attempt to design and
market consumer electronics that utilize infrared technology. As such, certain
claims and default judgments were filed against the Company.


                                       9

<PAGE>

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited
consolidated interim financial statements and related notes thereto included in
this quarterly report and in our audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") contained in our Form 10-KSB for the year ended December 31,
2003. Certain statements in the following MD&A are forward looking statements.
Words such as "expects", "anticipates", "estimates" and similar expressions are
intended to identify forward looking statements. See "Forward Looking
Information" below.

GENERAL

American Capital Partners Limited, Inc. ("ACP" or the "Company") is a
Nevada Corporation formed on October 29, 1999 under the name American IR
Technology, Inc. On November 18, 2002, the Company changed its name to American
Product Corp. On January 16, 2004, the Company changed its name to American
Capital Partners Limited, Inc. The Company is a publicly trade company currently
listed on the OTC Pink Sheets under the symbol APRJ.

Until September of 2002, American Products manufactured and marketed
consumer electronic products that targeted the home health and safety markets.
However, sales from these products were not sufficient to enable the company to
continue operations and the Company ceased manufacturing and marketing consumer
electronic products in September, 2002 and operated as a development stage
company, until it acquired American Capital Partners Limited, Inc. on October
28, 2003.

Since its inception, the Company has suffered recurring losses from
operations and has been dependent on existing stockholders and new investors to
provide the cash resources to sustain its operations.

The Company's long-term viability as a going concern is dependent on
certain key factors, as follows:

     --   The Company's ability to continue to obtain sources of outside
          financing to support near term operations and to allow the Company to
          continue to make strategic investments.

     --   The Company's ability to increase profitability and sustain a cash
          flow level that will ensure support for continuing operations.


OVERVIEW

ACP is a development stage company with the expertise to enable the company
to become a Business Development Company ("BDC") as outlined in the Investment
Company Act of 1940, as amended (the "1940 Act"). The Company will operate as a
closed end mutual fund. The investment objective of the Fund is to provide its
shareholders with current income and long-term capital appreciation by investing
primarily in privately placed securities of small public companies

In 1980, Congress enacted the Small Business Investment Incentive Act,
which created the framework for Business Development Companies from the initial
provisions of the Investment Company Act of 1940. The Small Business Investment
Incentive Act established a new type of investment company specifically
identified as a Business Development Company as a way to encourage financial
institutions and other major investors to provide a new source of capital for
small developing businesses.

These companies are publicly traded closed-end funds that make investments
in private companies or thinly traded public companies through the use of senior
debt, mezzanine finance, and equity funding. BDC's use equity capital provide by
public shareholders and financial institutions and debt capital from various
sources to make these investments, with a goal of providing to stockholders a
total return of capital appreciation and a solid dividend yield

A BDC:

I.   is a closed-end management company that generally makes 70% or more of its
     investments in "Eligible Portfolio Companies" and "cash items" pending
     other investment. Under the regulations established by the Securities and
     Exchange Commission (the "SEC") under the 1940 Act, only certain companies
     may qualify as "Eligible Portfolio Companies."

II.  To be an "Eligible Portfolio Company," the Company must satisfy the
     following:

     A.   It must be organized under the laws of, and has its principal place of
          business in, any state or states;

     B.   Is neither an investment company as defined in Section 3 (other than a
          small business investment company which is licensed by the Small
          Business Administration to operate under the Small Business Investment
          Act of 1958 and which is a wholly-owned subsidiary of the business
          development company) nor a company which would be an investment
          company except for the exclusion from the definition of investment
          company in Section 3(c); and

     C.   Satisfies one of the following:

          (a)  it does not have any class of securities with respect to which a
               member of a national securities exchange, broker, or dealer may
               extend or maintain credit to or for a customer pursuant to rules
               or regulations adopted by the Board of Governors of the Federal
               Reserve System under Section 7 of the Securities Exchange Act of
               1934;

          (b)  it is controlled by a business development company, either alone
               or as part of a group together, and such business development
               company in fact exercises a controlling influence over the
               management or policies of such eligible portfolio company and, as
               a result of such control, has an affiliated person who is a
               director of such eligible portfolio company;

          (c)  it has total assets of not more than $4,000,000, and capital and
               surplus (shareholders' equity less retained earnings) of not less
               than $2,000,000, except that the Commission may adjust such
               amounts by rule, regulation, or order to reflect changes in one
               or more generally accepted indices or other indicators for small
               businesses; or

          (d)  it meets such other criteria as the Commission may, by rule,
               establish as consistent with the public interest, the protection
               of investors, and the purposes fairly intended by the policy and
               provisions of this title.

                                       11

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

The financial statements of the company are set forth beginning on page F-1.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited
consolidated interim financial statements and related notes thereto included in
this quarterly report and in our audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") contained in our Form 10-KSB for the year ended December 31,
2003. Certain statements in the following MD&A are forward looking statements.
Words such as "expects", "anticipates", "estimates" and similar expressions are
intended to identify forward looking statements. See "Forward Looking
Information" below.

GENERAL

American Capital Partners Limited, Inc. is located 319 Clematis Street,
Suite 211, West Palm Beach, Florida 33401. The Company is a publicly trade
company currently listed on the OTC Pink Sheets under the symbol APRJ. The
company's website is www.acpbdc.com.

Since its inception, the Company has suffered recurring losses from
operations and has been dependent on existing stockholders and new investors to
provide the cash resources to sustain its operations.

                       THREE MONTHS ENDED MARCH 31, 2004
                 COMPARED TO THREE MONTHS ENDED MARCH 31, 2003

Gross Revenues and Costs of Operations
--------------------------------------

Revenues, net. Revenues increased from $0 for the three month period ended
March 31, 2003 to $101,787 for the three month period ended March 31, 2004, an
increase of $101,787, primarily as a result of an increase in consulting income.

General and administrative expenses. General and administrative expenses
increased from $0 for the three months ended March 31, 2003 to $57,651 for the
three months ended March 31, 2004, an increase of $57,651. The increase is
primarily due to increased consulting activities.

Professional fess. Professional fees increased from $0 for the three months
ended March 31, 2003 to $30,282 for the three months ended March 31, 2004, an
increase of $30,282. This increase is primarily due increased reporting
requirements for the increased consulting activity.

Total operating expenses. Total operating expenses increased from $0 for
the three months ended March 31, 2003 to $87,933 for the three months ended
March 31, 2004, an increase of $87,933. The increase is primarily attributed to
an increase in consulting activity.


                                       12

<PAGE>

Interest expense. Interest expense increased from $0 for the three months
ended March 31, 2003 to $7,000 for the three months ended March 31, 2004, an
increase of $7,000. The increase is primarily attributed to an increase in
convertible debt.

Net Income. Net income increased from $0 for the three months ended March
31, 2003 to net income of $6,854 for the three months ended March 31, 2004, an
increase $6,854. The increase is due to the increase in consulting activity.

Current Assets
--------------

Cash. Cash increased from $38,322 at December 31, 2003 to $53,380 at March
31, 2004, an increase of $15,058, primarily as a result of increase in
consulting income. Furniture and equipment, net.

Furniture and equipment, net increased from $0 at December 31, 2003 to
$1,796 at March 31, 2004, an increase of $1,796.

Discount on convertible debentures, net - Discount on convertible
debentures, net decreased from $99,130 at December 31, 2003 to $94,130 at at
March 31, 2004, a decrease of $5,000.

Total current assets. Total current assets increased from $137,452 at
December 31, 2003 to $149,306 at March 31, 2004, an increase of $11,854,
primarily as a result of increased consulting income.

Liabilities
-----------

Accounts payable and accrued expenses. Accounts payable and accrued
expenses increased from $210,230 at December 31, 2003 to $215,230 at March 31,
2004, an increase of $5,000, primarily as a result of professional fees incurred
during the quarter.

Liabilities. liabilities increased from $310,230 at December 31, 2003, to
$315,230 at March 31, 2004, an increase of $5,000, primarily as a result of
increased professional fess.

Convertible debt - Convertible debt $100,000 at December 31, 2003 and
$100,000 at March 31, 2004.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under "Description of Business," "Management's
Discussion and Analysis or Plan of Operation," and elsewhere in this Report and
in the Company's periodic filings with the Securities and Exchange Commission
constitute forward-looking statements. These statements involve known and
unknown risks, significant uncertainties and other factors what may cause actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by such forward- looking statements.

In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "could," "intends," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative of such terms or other comparable terminology.

The forward-looking statements herein are based on current expectations
that involve a number of risks and uncertainties. Such forward-looking
statements are based on assumptions that the Company will obtain or have access
to adequate financing for each successive phase of its growth, that there will
be no material adverse competitive or technological change in condition of the
Company's business, that the Company's President and other significant employees


                                       13

<PAGE>

will remain employed as such by the Company, and that there will be no material
adverse change in the Company's operations, business or governmental regulation
affecting the Company. The foregoing assumptions are based on judgments with
respect to, among other things, further economic, competitive and market
conditions, and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the Company's
control.

Although management believes that the expectations reflected in the
forward-looking statements are reasonable, management cannot guarantee future
results, levels of activity, performance or achievements. Moreover, neither
management nor any other persons assumes responsibility for the accuracy and
completeness of such statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's discussion and analysis of its financial condition and
results of operations are based upon its consolidated financial statements,
which have been prepared in accordance with generally accepted accounting
principles in the United States. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenue and expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, the Company evaluates
its estimates. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances. These estimates and assumptions provide a basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions, and these differences may
be material.

The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements.

ITEM 3.  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

C. Frank Speight, our Principal Executive Officer, has concluded that our
disclosure controls and procedures are appropriate and effective. He has
evaluated these controls and procedures as of a date within 90 days of the
filing date of this report on Form 10-QSB. There were no significant changes in
our internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Timothy Ellis, our Principal Financial and Accounting Officer, has
concluded that our disclosure controls and procedures are appropriate and
effective. He has evaluated these controls and procedures as of a date within 90
days of the filing date of this report on Form 10-QSB. There were no significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


                                       14

<PAGE>

                          PART II - OTHER INFORMATION

Pursuant to the Instructions on Part II of the Form 10-QSB, Items 1, 3, and
5 are omitted.

ITEM 2. CHANGES IN SECURITIES

The following information sets forth certain information for all securities
the Company issued from January 1, 2004 through March 31, 2004, in transactions
without registration under the Act. There were no underwriters in any of these
transactions, nor were any sales commissions paid thereon. The securities were
issued pursuant to Section 4(2) of the Act.


ITEM  6  -  EXHIBITS AND REPORTS ON FORM  8-K

(a)     Exhibits:

                                  EXHIBIT INDEX

                          Exhibit No. and Description

31.1      Certification Statement of the Chief Executive Officer pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002.

31.2      Certification Statement of the Principal Financial and Accounting
          Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1      Certification Statement of the Chief Executive Officer pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.

32.2      Certification Statement of the Principal Financial and Accounting
          Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      (B) Reports on Form 8-K

       None

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                   AMERICAN CAPITAL PARTNERS LIMITED, INC.


By:  /s/  C. Frank Speight                          Date: September 29, 2004
     -------------------------------------
     C. Frank Speight,
     Director  and
     Principal Executive Officer


    By:  /s/  Timothy Ellis                          Date: September 29, 2004
     -------------------------------------
     Timothy Ellis,
     Director  and
     Principal Financial and Accounting  Officer

                                       15