U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                   FORM 10-QSB

                             ----------------------


(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THEVQUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

                                       OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                       Commission file number: # 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 [ ]

As of November 14, 2005, there were 11,483,980 shares of the registrant's common
stock outstanding.


                                       1

<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
              FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2005
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I     FINANCIAL INFORMATION                                                                       Page
--------------------------------
<S>    <C>                                                                                              <C>
  Item 1.   Financial Statements:                                                                       3

    (a)     Balance Sheets as of  September 30, 2005                                                    3
    (b)     Statements of Operations For the Three and Nine Months Ended September 30, 2005 and
            2004.                                                                                       4
    (c)     Statements of Cash Flows For the Nine Months Ended September 30, 2005                       5

    (d)     Notes to Financial Statements.                                                              6

  Item 2.   Management's Discussion and Analysis or Plan of Operation.                                  14

  Item 3.   Controls and Procedures.                                                                    17

PART II     OTHER INFORMATION
-----------------------------

  Item 1.   Legal Proceedings.                                                                          18

  Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.                                18

  Item 3.   Defaults Upon Senior Securities.                                                            18

  Item 4.   Submission of Matters to a Vote of Security Holders.                                        18

  Item 5.   Other Information.                                                                          18

  Item 6.   Exhibits.                                                                                   18


Signatures.                                                                                             19

</TABLE>


                                       2

<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

                                                                                  September 30,
                                                                                      2005
                                                                            --------------------------
                                                                                   (Unaudited)

                                                ASSETS
<S>                                                                        <C>
Current
 Assets:
      Cash and cash equivalents                                            $                   35,420
      Investment equities at fair market value                                                  5,825
                                                                            --------------------------

            Total Current Assets                                                               41,245

      Investments - non-current:
            Available for sale securities
              equities at fair market value                                                         -

      Furniture and equipment, net                                                             10,472
                                                                            --------------------------

            Total Assets                                                   $                   51,717
                                                                            ==========================

                               LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current
 Liabilities:
      Accounts payable                                                     $                   39,297
      Accrued expenses                                                                        123,241
                                                                            --------------------------

            Total Current Liabilities                                                         162,538

CONVERTIBLE DEBT, NET                                                                          35,870
                                                                            --------------------------

            Total Liabilities                                                                 198,408
                                                                            --------------------------

COMMITMENTS AND CONTINGENCIES

Shareholders' Deficiency:
Common stock, $.001 par value, 150,000,000 shares
   authorized; 11,483,980 shares issued and outstanding                                        11,484
Additional paid-in capital                                                                    (41,077)
Treasury stock 1,750 shares                                                                    (5,583)
Accumulated
 deficit                                                                                     (107,777)
Accumulated other comprehensive income                                                         (3,738)
                                                                            --------------------------

  Total Shareholders' Deficiency                                                             (146,691)
                                                                            --------------------------

Total Liabilities and Shareholders' Deficiency                             $                   51,717
                                                                            ==========================

</TABLE>


                                       3

<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                         Three Months Ended                   Nine Months Ended
                                                            September 30,                       September 30,
                                                        2005              2004              2005              2004
                                                   ---------------   --------------    ---------------   --------------
                                                    (Unaudited)       (Unaudited)       (Unaudited)       (Unaudited)
<S>                                               <C>               <C>               <C>               <C>
REVENUES                                          $       157,078   $      250,022    $       451,777   $      529,470

Operating Expenses:
     General and administrative                            91,114          122,422            156,759          254,775
     Compensation                                          41,488           64,143            161,549          151,873
     Directors fees                                             -           51,100                  -           51,100
     Professional fees                                     12,313           18,100             73,518           53,650
                                                   ---------------   --------------    ---------------   --------------

     Total Operating Expenses                             144,915          255,765            391,826          511,398
                                                   ---------------   --------------    ---------------   --------------

Income (loss) from operations                              12,163           (5,743)            59,951           18,072

OTHER EXPENSES
Amortization of  discount on note                          15,000                -             15,000                -
Interest expense                                            2,000            6,974              6,000           20,974
                                                   ---------------   --------------    ---------------   --------------

Income (loss) before provision for income taxes            (4,837)         (12,717)            38,951           (2,902)

Income tax expense                                              -                -                  -                -
                                                   ---------------   --------------    ---------------   --------------

NET INCOME (LOSS)                                 $        (4,837)  $      (12,717)   $        38,951   $       (2,902)
                                                   ===============   ==============    ===============   ==============

Comprehensive income (loss)
     Unrealized loss on available for sale
      securities, net                                    (202,353)               -             (3,738)               -
                                                   ---------------   --------------    ---------------   --------------

     Total Comprehensive Income (Loss)            $      (207,190)  $      (12,717)   $        35,213   $       (2,902)
                                                   ===============   ==============    ===============   ==============


Net loss per share - basic and diluted            $         (0.00)  $        (0.11)   $          0.00   $        (0.03)
                                                   ===============   ==============    ===============   ==============

Weighted average number of shares
       outstanding - basic and diluted                 11,483,980          111,393         11,483,980          111,393
                                                   ===============   ==============    ===============   ==============

</TABLE>


                                       4

<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                   Nine Months Ended
                                                                                     September 30,
                                                                                 2005              2004
                                                                            ---------------   ---------------
                                                                             (Unaudited)       (Unaudited)
<S>                                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                     $        38,951   $       (14,916)
     Adjustments to reconcile net income (loss) to net
       cash provided by (used in) operating activities:
          Depreciation expense                                                       2,707               782
          Amortization of discount on convertible debt                              15,000            20,000
          Common stock based revenue                                                     -           (43,942)

     Changes in operating assets and liabilities:
          Increase (decrease) in accounts payable and accrued expenses            (127,373)           79,681
                                                                            ---------------   ---------------

Net cash provided by (used in) operating activities                                (70,715)           41,605
                                                                            ---------------   ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Sale of available-for-sale securities                                    293,214         (7,432.00)
          Return of investment in restricted cash                                   19,592
          Purchases of furniture and equipment                                      (5,477)           (8,484)
                                                                            ---------------   ---------------

Net cash provided by (used in) investing activities                                307,329           (15,916)
                                                                            ---------------   ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Sale of common stock                                                      11,373                 -
          Repurchase of treasury stock                                              (5,583)
          Unrealized loss on available for sale securities                        (270,995)                -
                                                                            ---------------   ---------------

Net cash used in financing activities                                             (265,205)                -
                                                                            ---------------   ---------------

Net increase (decrease) in cash                                                    (28,591)          25,689
Cash - Beginning of period                                                          64,011           38,322
                                                                            ---------------   --------------

Cash - End of period                                                       $        35,420   $       64,011
                                                                            ===============   ==============

NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Unrealized loss on available for sale securities,
     net                                                                             3,738                -
                                                                            ---------------   --------------

Total non-cash investing and financing activities                          $         3,738   $            -
                                                                            ===============   ==============

SUPPLEMENTAL INFORMATION:
     Cash paid for interest                                                $             -   $            -
                                                                            ===============   ==============
     Cash paid for income taxes                                            $             -   $            -
                                                                            ===============   ==============

</TABLE>



                                       5

<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization
------------

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.

The  accompanying  financial  statements  are  prepared in  accordance  with the
guidance  in the  AICPA's  Audit and  Accounting  Guide,  "Audits of  Investment
Companies"  since the Company elected to be regulated as a Business  Development
Company ("BDC") effective December 2004.

In accordance  with SEC rules and  regulations  for BDC's,  the Company does not
consolidate  or use the equity method.  Rather,  the Company's  investments  are
reported at fair value,  and the  fluctuation in such fair value is reflected as
an unrealized gain on investment in the accompanying statement of operations.

On  December  6, 2004,  the  Company  filed form N-54A with the  Securities  and
Exchange  Commission  to become a BDC  pursuant to Section 54 of the  Investment
Company Act of 1940. As a result of its new status, the Company will now operate
as an investment holding company and plans to build an investment  portfolio and
enhance  the  Company's  shareholder  value.  As a  BDC,  the  Company  will  be
structured in a manner more consistent with its current business strategy.  As a
result,  the Company is positioned to raise capital in a more  efficient  manner
and to develop and expand its business interests. The Company does not intend to
limit its potential  acquisitions  to just one line of business or industry,  as
the acquisitions,  in total, will enhance value to stockholders  through capital
appreciation and payments of dividends to the Company by its investee companies.

BDC  regulation  was created in 1980 by Congress to encourage the flow of public
equity capital to small businesses in the United States.  BDC's, like all mutual
funds and closed-end funds, are regulated by the Investment Company Act of 1940.
BDC's report to  stockholders  like  traditional  operating  companies  and file
regular   quarterly  and  annual   reports  with  the  Securities  and  Exchange
Commission.   BDC's  are  required  to  make  available  significant  managerial
assistance to their portfolio companies.

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

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and  pursuant  to the rules  and  regulations  of the  Securities  and  Exchange
Commission  ("SEC").  The  accompanying  financial  statements  for the  interim
periods are unaudited  and reflect all  adjustments  (consisting  only of normal
recurring adjustments) which are, in the opinion of management,  necessary for a
fair  presentation  of the  financial  position  and  operating  results for the
periods presented. These financial statements should be read in conjunction with
the Company's  financial  statements  for the years ended  December 31, 2004 and
2003 and notes thereto  contained in the Company's  Annual Report on Form 10-KSB
for the year ended  December  31,  2004 as filed  with the SEC . The  results of
operations  for the nine months  ended  September  30, 2005 are not  necessarily
indicative of the results for the full fiscal year ending December 31, 2005.


                                       6

<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

Principals of Consolidation:
----------------------------

The consolidated  financial  statements  include the accounts of the Corporation
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 accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the  financial  statement  and the reported  amounts of revenues and
expenses  during  the  reporting  period.  Estimates  that are  critical  to the
accompanying financial statements arise from the determination of the fair value
of the Company's  investment.  Because such  determination  involves  subjective
judgment,  it is at least reasonably possible that the Company's estimates could
change in the near term with respect to this matter.

Valuation of Investments
------------------------

As required by ASR 118, the  investment  committee of the company is required to
assign a fair value to all investments.  To comply with Section 2(a) (41) of the
Investment  Company Act and Rule 2a-4 under the  Investment  Company  Act, it is
incumbent upon the board of directors to satisfy themselves that all appropriate
factors relevant to the value of securities for which market  quotations are not
readily  available have been  considered and to determine the method of arriving
at the fair value of each such security. To the extent considered necessary, the
board may appoint persons to assist them in the determination of such value, and
to make the actual  calculations  pursuant to the board's  direction.  The board
must  also,  consistent  with  this  responsibility,   continuously  review  the
appropriateness  of the method  used in valuing  each issue of  security  in the
company's portfolio. The directors must recognize their responsibilities in this
matter and whenever  technical  assistance is requested from individuals who are
not directors,  the findings of such intervals must be carefully reviewed by the
directors in order to satisfy themselves that the resulting valuations are fair.

No single  standard for  determining  "fair  value...in  good faith" can be laid
down,  since fair value depends upon the  circumstances of each individual case.
As a general principle, the current "fair value" of an issue of securities being
valued by the board of  directors  would appear to be the amount which the owner
might  reasonably  expect to receive for them upon their current  sale.  Methods
which are in accord with this principle may, for example, be based on a multiple
of earnings,  or a discount from market of a similar freely traded security,  or
yield to maturity  with respect to debt issues,  or a  combination  of these and
other methods.  Some of the general factors which the directors  should consider
in determining a valuation method for an individual issue of securities include:
1) the fundamental analytical data relating to the investment, 2) the nature and
duration of restrictions on disposition of the securities,  and 3) an evaluation
of the forces which influence the market in which these securities are purchased
and sold.  Among the more specific  factors which are to be considered are: type
of security,  financial statements,  cost at date of purchase,  size of holding,
discount from market value of unrestricted  securities of the same class at time
of  purchase,  special  reports  prepared  by  analysis,  information  as to any
transactions  or  offers  with  respect  to the  security,  existence  of merger
proposals or tender offers affecting the securities,  price and extent of public
trading in similar securities of the issuer or comparable  companies,  and other
relevant matters.


                                       7

<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

The Board or Directors  has arrived at the  following  valuation  method for its
investments.  Where there is not a readily  available source for determining the
market value of any  investment,  either  because the investment is not publicly
traded, or is thinly traded,  or in absence of a recent appraisal,  the value of
the investment shall be based on the following criteria:

1.   Total amount of the Company's actual investment  ("AI").  This amount shall
include all loans,  purchase price of  securities,  and fair value of securities
given at the time of exchange.
2.   Total revenues for the preceding twelve months ("R").
3.   Earnings before interest, taxes and depreciation ("EBITD")
4.   Estimate of likely sale price of investment ("ESP")
5.   Net assets of investment ("NA")
6.   Likelihood of investment generating positive returns (going concern)

Earnings per Share
------------------

Basic earnings per share ("EPS") is computed by dividing  earnings  available to
common shareholders by the weighted-average  number of common shares outstanding
for the period as required by the Financial  Accounting  Standards  Board (FASB)
under Statement of Financial  Accounting Standards (SFAS) No. 128, "Earnings per
Shares".  Diluted EPS reflects the potential  dilution of securities  that could
share in the earnings.


Revenue Recognition
-------------------

The  Company  recognizes  revenues  in  accordance  with  the  guidance  in  the
Securities and Exchange  Commission  Staff  Accounting  Bulletin 104. Revenue is
recognized when persuasive  evidence of an arrangement  exists,  as services are
provided over the term of a service  contract,  and when collection of the fixed
or determinable  selling price is reasonable  assured.  The Company follows EITF
00-8  "Accounting  by a  Grantee  for an Equity  Instrument  to be  Received  in
Conjunction  with Providing Goods or Services" when  determining the measurement
date to value securities received for services.

Revenues  from the  current  and future  activities  as a  business  development
company  which  may  include  investment  income  such as  interest  income  and
dividends,  and realized or unrealized  gains and losses on investments  will be
recognized in accordance with the AICPA's Audit and Accounting Guide, "Audits of
Investment Companies

Comprehensive Income (Loss)
---------------------------

Comprehensive  income (loss) includes net income (loss) as currently reported by
the Company adjusted for other comprehensive gains (losses). Other comprehensive
gains (losses) for the Company  consists of unrealized gains (losses) related to
the Company's equity securities accounted for as available-for-sale with changes
in fair value recorded through stockholders' equity


                                       8

<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

NOTE 2 - INVESTMENTS

The following is a summary of the investments in equities at September 30, 2005:


---------------------------------------------------------------------------
AVAILABLE-FOR-SALE                       UNREALIZED              NET
SECURITIES                 COST          GAIN (LOSS)            VALUE
---------------------------------------------------------------------------

Equity securities         $9,563           ($3,738)             $5,825
                          =======        ============           ========


NOTE 3 - CONVERTIBLE DEBT

In   December   2003,   the   Company   issued   two   5-year   8%   Convertible
Debentures("Debentures")  each  in  the  principal  amount  of  $50,000,  to two
incorporated  shareholders  for the sole purpose of funding ongoing  operations.
The Debentures are convertible  upon issuance into shares of common stock at the
option of the shareholders. The number of shares of common stock issuable upon a
conversion  shall  be  determined  by the  quotient  obtained  by  dividing  the
outstanding  principal  amount of the Debentures to be converted by one-half the
average  closing market price of the shares.  The holders agree that on December
15, 2008, they shall elect to convert the outstanding  principal and interest to
equity. The Debentures pay interest to the holders on the aggregate  unconverted
and then  outstanding  principal  amount of the  Debentures,  payable in cash or
equivalent  shares of common stock at an interest rate of 8% per annum,  payable
on each  Conversion  Date, as defined.  Interest  expense of $6,000 was recorded
during the nine month's ended September 30, 2005.

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 nine month's ended September 30, 2005.

Convertible debt, net consists of the following as of September 30, 2005:


       Convertible Debt                            $100,000
       Discount on Convertible Debt                (100,000)
       Amortization of discount                      35,870
                                                 -----------
       Convertible Debt, net                       $ 35,870
                                                 -----------


                                       9

<PAGE>


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

Management's   Discussion  and  Analysis   contains   various  "forward  looking
statements" within the meaning of Section 21E of the Securities  Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the Company that involve risks and uncertainties. Certain statements included in
this  Form  10-QSB,  including,   without  limitation,   statements  related  to
anticipated  cash flow sources and uses, and words  including but not limited to
"anticipates",  "believes",  "plans", "expects", "future" and similar statements
or  expressions,   identify  forward  looking  statements.  Any  forward-looking
statements  herein  are  subject  to  certain  risks  and  uncertainties  in the
Company's  business,  including  but not limited to,  difficulties  of hiring or
retaining  key  personnel and any changes in current  accounting  rules,  all of
which may be beyond the control of the Company.  The  Company's  actual  results
could  differ  materially  from  those  anticipated  in  these   forward-looking
statements as a result of certain factors, including those set forth therein.

Management's  Discussion  and  Analysis  of  Consolidated  Results of  Financial
Condition and Results of Operations  ("MD&A") should be read in conjunction with
the consolidated  financial statements included herein.  Further, this quarterly
report  on Form  10-QSB  should  be  read  in  conjunction  with  the  Company's
Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in its 2004 Annual Report on Form 10-KSB. In addition, you are urged to
read this report in conjunction with the risk factors described herein.

GENERAL

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

American  Capital  Partners  Limited,  Inc.  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.

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, while formulating a plan to improve it financial position.

In the first step of the plan, the Company  acquired  American  Capital Partners
Limited,  Inc. ("ACP"), 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.
The Company  notified the  Securities  and Exchange  Commission  that it elects,
pursuant to the  provisions  of section 54(a) of the  Investment  Company Act of
1940,  to be  subject  to  the  provisions  of  sections  55  through  65 of the
Investment Company Act of 1940 and accordingly, the Company is BDC.

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:


                                       10

<PAGE>


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.

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.


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<PAGE>


                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2005
                    TO THREE MONTHS ENDED SEPTEMBER 30, 2004

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

Our Gross  Revenues  decreased  from  $250,022  for the three month period ended
September  30,  2004 to  $157,078  for the  period  ended  September  30,  2005,
primarily  as a result of a decrease  in  consulting  income.  This  revenue was
offset  by  total  operating   expenses  of  $144,915   (including  general  and
administrative expenses compensation, compensation and professional fees)for the
period ended September 30, 2005 (a decrease from the total operating expenses of
$255,765 for the period ended September 30, 2004).

Net Income/(Loss):  Net income increased from a loss of ($12,717) for the period
ended  September  30, 2004 to a loss of ($4,837) for the period ended  September
30, 2005.

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2005
                     TO NINE MONTHS ENDED SEPTEMBER 30, 2004

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

Our Gross  Revenues  decreased  from  $529,470  for the nine month  period ended
September  30,  2004 to  $451,7777  for the period  ended  September  30,  2005,
primarily  as a result of an increased in  consulting  income.  This revenue was
offset  by  total  operating   expenses  of  $511,398   (including  general  and
administrative expenses compensation, compensation and professional fees)for the
nine month period ended  September 30, 2005 (a decrease from the total operating
expenses of $391,826 for the nine month period ended September 30, 2004).

Net  Income/(Loss):  Net income  increased  from a loss of ($2902)  for the nine
month  period  ended  September  30, 2004 to net income of $ 38,951 for the nine
month period ended September 30, 2005.

Current Assets and Liabilities
------------------------------

At September  30, 2005,  we had cash of $35,420 and total assets of $51,717.  We
anticipate  increasing our assets as we transition  into a business  development
corporation.

At  September  30,  2005,  we had  total  liabilities  of  $198,408,  consisting
primarily  of accrued  expenses  of  $123,241,  accounts  payable of $39,297 and
convertible debt of $35,870.  Such liabilities  incurred as a consequence of our
transition to a business development company.

PLAN OF OPERATIONS
------------------

The  Company  acquired  American  Capital  Partners  Limited,  Inc.  ("ACP"),  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.  The Company notified the
Securities and Exchange Commission that it elects, pursuant to the provisions of
section  54(a) of the  Investment  Company  Act of 1940,  to be  subject  to the
provisions of sections 55 through 65 of the  Investment  Company Act of 1940 and
accordingly, the Company is BDC.

Management  intends to seek out and pursue  private  companies or thinly  traded
public  companies  and provide  financing  to such  entities  through the use of
senior debt, mezzanine finance and equity finance which,  management anticipates


                                       12

<PAGE>


that it will result in capital  appreciation  and a solid dividend yield for the
Company.  Management  does not intend to target  any  particular  industry  but,
rather, intends to judge any opportunity on its individual merits.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company has financed its operations and other working  capital  requirements
principally  from its  investments in securities.  The Company has elected to be
treated as a Business Development Company under the Small Business Incentive Act
of 1980,  which  modified  the 1940 Act and  intends to raise  capital  and make
investments  in  accordance  with the  requirements  of a  Business  Development
Company.  Capital  will be required  for the first and second  quarter of fiscal
2006 for the Company to continue to satisfy its cash requirements and maintain a
business plan focusing on raising the capital  needed to make  investments.  The
Company expects to raise additional  capital but no assurances can be given that
any capital will be raised or investments  made  subsequent to any capital raise
will generate profits.

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 nine month's ended September 30, 2005.

Convertible debt, net consists of the following as of September 30, 2005:


          Convertible Debt                            $100,000
          Discount on Convertible Debt                (100,000)
          Amortization of discount                      35,870
                                                    -----------
          Convertible Debt, net                       $ 35,870
                                                    -----------


OFF BALANCE SHEET ARRANGEMENT
-----------------------------

The Company had no off balance sheet arrangements.

ITEM 3:  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation,  under the supervision and with the  participation
of our management, including our Chief Executive Officer and Principal Financial
Officer,  of the  effectiveness  of our disclosure  controls and procedures,  as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities  Exchange Act of 1934
as of the end of the period  covered by this report.  Based on that  evaluation,
our Chief Executive Officer and Principal  Financial Officer have concluded that
our  disclosure  controls and procedures as of September 30, 2005 were effective
to ensure that  information  required to be  disclosed  by us in reports that we
file or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods  specified in the Securities and
Exchange Commission's rules and forms.

Changes in Internal Controls

There have been no material  changes in our  internal  controls  over  financial
reporting or in other factors that could  materially  affect,  or are reasonably
likely to affect,  our internal  controls over  financial  reporting  during the
quarter ended September 30, 2005.


                                       13

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS
            No legal proceedings were initiated in this quarter.

ITEM 2:  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
            None

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES
            Not applicable

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            None

ITEM 5:  OTHER INFORMATION
            Not applicable

ITEM 6:  EXHIBITS

(a)  Exhibits:

          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.


                                       14

<PAGE>


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: November 14,2005
               -------------------------------------
               C. Frank Speight,
               Director  and
               Principal Executive Officer


          By:  /s/  Timothy Ellis                         Date: November 14,2005
               -------------------------------------
               Timothy Ellis,
               Director  and
               Principal Financial and Accounting  Officer


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