UNITED STATES
                      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 JUNE 30, 2003

                          Commission File # 000-31663

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

                                    NEVADA
        (State or other jurisdiction of incorporation or organization)

                                  88-0440536
                     (IRS Employer Identification Number)

          319 CLEMATIS STREET, SUITE 527, WEST PALM BEACH, FL  33401
              (Address of principal executive offices)(Zip Code)

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


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


Yes [ ] No [X]


The number of shares outstanding of the Company's common stock as of June 30,
2003 is shown below:


Title of Class Number of Shares Outstanding Common Stock, par value $.001 per
share 26,414,107


Documents Incorporated by Reference: None










<PAGE>





                    AMERICAN CAPITAL PARTNERS LIMITED, INC.
                                 FORM 10-QSB
<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

Condensed balance sheets at June 30, 2003and December 31, 2002

Condensed statements of operations for the Six Months ended June 30, 2003and 2002

Condensed statements of cash flows for the Six Months ended June 30, 2003and 2002

Notes to condensed financial statements December 31, 2002

Item 2. Management's Discussion and Analysis of Financial Conditions and Results
	of Operations

PART II  OTHER INFORMATION

Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K

Signatures
------------
<S>		<C>	<C>
</TABLE>



                        PART I - FINANCIAL INFORMATION




ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS


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








                         AMERICAN PRODUCT CORPORATION

                             FINANCIAL STATEMENTS

                     JUNE 30, 2003 AND DECEMBER 31, 2002

                                  (UNAUDITED)

       (With Report of Independent Certified Public Accountants Thereon)














                               TABLE OF CONTENTS


                                                            PAGE NO.

Independent Accountants Report                                  1

Financial statements

   Balance sheet                                                2

   Statements of operations                                     3

   Statement of stockholders' deficit                           4

   Statements of cash flows                                     6

   Notes to financial statements                                7








                        INDEPENDENT ACCOUNTANT'S REPORT


To the Board of Directors of
American Product Corporation

We have reviewed the accompanying balance sheet of American Product Corporation
(a  Nevada  corporation)  as  of  June  30,  2003 and December 31, 2002 and the
related statements of income and accumulated deficit,  and  cash  flows for the
three  months  then  ended,  in  accordance  with  Statements on Standards  for
Accounting and  Review Services issued by the American  Institute  of Certified
Public Accountants.  All information included in these financial statements  is
the representation of the management of American Product Corporation.

A  review consists principally of inquiries of Company personnel and analytical
procedures  applied  to financial data.  It is substantially less in scope than
an  audit  in  accordance  with  generally  accepted  auditing  standards,  the
objective of which  is  the  expression  of  an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements  in  order  for  them to be in
conformity with generally accepted accounting principles.

The  accompanying financial statements have been prepared assuming the  Company
will continue  as  a  going  concern.   As disclosed in Note 1 to the financial
statements, the Company has had limited operations  and  has  not established a
long-term source of revenue.  This raises substantial doubt about  its  ability
to  continue as a going concern.  Management's plan in regards to these matters
is also  described  in  Note  1.   The  financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



                                  CFO Advantage, Inc.



March 15, 2004
Las Vegas, Nevada




				AMERICAN PRODUCT CORPORATION
	                                BALANCE SHEETS
	                   AS OF JUNE 30, 2003 AND DECEMBER 31, 2002
<TABLE>
<CAPTION>

<S>                                                           <C>             <C> 		<C>

                                            ASSETS
 	                                                           (Unaudited)		    (Audited)
								 ---------------	----------------
                                                            	 as of 6/30/2003	as of 12/31/2002
								 ---------------	----------------
CURRENT ASSETS
 Cash                                                            $	       -        	       -
 Accounts receivable, net of reserve for bad debt 	                       - 	               -
 Due from officer                              		                       -	               -
 Inventory                                             		               - 	               -
								 ---------------	----------------
  Total current assets      		                                       - 	               -
								 ---------------	----------------
PROPERTY AND EQUIPMENT, net of accumulated depreciation		               -	               -

OTHER ASSETS
 Deposits                    		                                       - 	               -
								 ---------------	----------------
  Total other assets          		                                       - 	               -

TOTAL ASSETS                                                     $	       -        $	       -
								 ===============	================
               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable                                              $	 278,378        $	 278,378
   Due to related parties                                     		       -  		       -
   Notes payable                                              		       -  		       -
   Notes payable - related party                       		               - 		       -
   Payroll liability                                           		       - 		       -
   Other current liabilities                              	          56,647	          56,647
								 ---------------	----------------
      Total current liabilities                       		         335,025	         335,025
								 ---------------	----------------

TOTAL LIABILITIES               	                                 335,025	         335,025

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, $0.001 par value, 20,000,000 shares
 authorized, 21,414,107 shares issued and outstanding as of
 June 30, 2003 and 20,414,107 as of December 31, 2002		          21,414	          20,414
Additional paid in capital - common stock 		               1,322,610	       1,313,610
Preferred stock, Class A, 6%, cumulative, convertible, $0.001
 par value, 5,000,000 shares authorized, no shares
 issued and outstanding as of June 30, 2003 and
 no shares issued and outstanding as of December 31, 2002	               -	               -
Additional paid in capital - preferred stock   		                       - 		       -
Subscription receivable      		                                       -	               -
Accumulated deficit  	      	                                     (1,679,049)	     (1,669,049)
								 ---------------	----------------

  Total stockholders' equity (deficit)		                       (335,025)	       (335,025)
								 ---------------	----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $	       -        $              -
								 ===============	================


The accompanying independent accountants' review report and notes to financial
statements should be read in conjunction with these Balance Sheets.

</TABLE>

			AMERICAN PRODUCT CORPORATION.
                 STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
                            FOR THE PERIODS ENDED
                      JUNE 30, 2003 AND DECEMBER 31, 2002
<TABLE>
<CAPTION>

<S>                                           <C>               <C>             <C> <C>

                                                   Unaudited         Audited
					       ---------------	-----------------
                                               January 1, 2003 	 January 1, 2002
                                                      to                to
                                         	June 30, 2003   December 31, 2002
					       ---------------	-----------------

REVENUES                                                    -   $	   67,781
COST OF REVENUES                                            -	           13,596

GROSS PROFIT (LOSS)                                         -	           54,185

EXPENSES:
 General and administrative 	                       10,000	          149,557
 Depreciation                                               -	            1,811
 Professional fees                                          -	          358,754
 Non-cash stock compensation                                -	        (180,670)
					       --------------	-----------------
  Total expenses                                       10,000	          329,451
					       --------------	-----------------

Operating income (loss)                              (10,000)	        (275,266)
					       --------------	-----------------
OTHER INCOME (EXPENSE)
 Other income                                               -	            6,441
 Interest expense                                           -	              (1)
 Interest income                                            -	              954
 Forgiveness of debt                                        -	           41,077
 Legal settlement                                           -	        (100,000)
 Other expenses                                             -	          (1,153)
					       --------------	-----------------
  Total other income (expense)                              -	         (52,682)
					       --------------	-----------------
NET INCOME (LOSS)                                    (10,000)	        (327,948)

ACCUMULATED DEFICIT, beginning of period          (1,669,049)	      (1,341,101)
					       --------------	-----------------
ACCUMULATED DEFICIT, end of period                (1,679,049)	      (1,669,049)
					       ==============	=================

PER SHARE INFORMATION:

Weighted average number of shares outstanding
    (basic)                                        20,751,124	       19,024,296
					       ==============	=================

Net income (loss) per common share (basic)                  -   $	   (0.02)
					       ==============	=================
Weighted average number of shares outstanding
    (diluted)                                      20,751,124 	       19,024,296
					       ==============	=================

Net income (loss) per common share (diluted)                -	$	   (0.02)
					       ==============	=================


The accompanying independent accountants' review report and notes to financial statements
should be read in conjunction with these Statements of Income and Accumulated Deficit.

</TABLE>

                                         AMERICAN PRODUCT CORPORATION
		                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
		                              AS OF JUNE 30, 2003
<TABLE>
<CAPTION>

<S>           				<C> 		<C>         		<C> 	<C>      	<C> 		<C>         <C> 		<C>




					Common	    Common   Additional	  Preferred	 Preferred       APIC
			                Stock       Stock     Paid-in	 Stock Shares      Stock      Preferred    Subscribed      Income            Total
			               Shares       Amount    Capital	   Series A	  Series A      Stock        Stock        (Deficit)         Equity
				    ----------	   -------- -----------   ------------   ---------    ---------    ----------  ------------  -------------
Balances at
December 31,2000		    7,135,267     $  7,135  $   242,918		    -    $	 -    $	      -    $ (44,134)    $(411,535)    $  (205,616)

Issuance of common
stock for services		    6,210,520	     6,211	563,245		    -		 -	      -		    -	            -	    569,456

Deferred compensation
recognized			            -	         -	      -		    -		 -	      -        44,134		    -        44,134

Deferred compensation
other assets				    -	         -	      -		    -		 -	      -     (200,156)		    -     (200,156)

Issuance for
stock warrant				    -		 -	 12,000		    - 		 -	      -  	    - 		    -        12,000

Net profit (loss) of
year ended
December 31, 2001				                                                                                     (931,693)    (931,693)

Balance at
December 31,2001		   13,345,787	 $  13,347  $	818,163		    -    $	 -   $	      -   $ (200,156)     $(1,343,228)  $ (711,874)
				   ----------     ---------  -----------   -----------   ---------   ----------    ----------	  ------------  -----------
Deferred compensation
recognized 			            - 	         -  	      - 	    -		 -	      -       170,806	             -      170,806

Issuance of common
stock for services		    7,068,320	     7,068	507,447 	    -		 -	      -		    - 		     -      514,515

Issuance of preferred shares		    -		 -	      -	    1,945,680	     1,946      247,101		    - 		     -      249,047

Cancellation of
preferred shares			    -	         - 	      -   (1,945,680)      (1,946)    (247,101)		    -                -	  (249,047)

Prior period adjustment			    - 	         -	      -		    -		 -	      -		    -            2,127        2,127

Deferred compensation
recognized			            -	         - 	      - 	    -		 -	      -       147,448		     -      147,448

Cancellation of
stock warrant				    - 	         -     (12,000)		    -		 -	      -	            -                -     (12,000)

Deferred compensation
recognized			            -	         -	      -		    - 		 -	      -             -        (118,098)    (118,098)

Net profit (loss) for
quarter ended
December 31, 2002														     (327,948)    (327,948)

Balance at
December 31,2002		  20,414,107    $   20,414  $1,313,610 		    -    $	 -   $	      -    $	    -	$  (1,669,049)  $ (335,025)
				  ----------	---------- -----------   ------------   ----------   ----------    ----------   --------------  -----------
Issuance of common
stock for services		   1,000,000	     1,000	 9,000		    -		 -	      -      	    -                -       19,000

Net profit (loss) for
quarter ended
June 30, 2003			           -	         -	     - 		    -		 -	      -             -         (10,000)     (10,000)
				  ----------    ---------- ------------  ------------   ----------   ----------    ----------   --------------  -----------
Balance at
June 30, 2003			  21,414,107    $   21,414  $1,322,610		    -    $	 -   $	      -    $	    -	$  (1,679,049)  $ (326,025)
				  ==========    ========== ============   ============   =========   ==========    ==========   ==============  ===========



The accompanying independent accountants' review report and notes to financial statements
should be read in conjunction with this Statement of Changes in Stockholders' Equity.


</TABLE>
				 AMERICAN PRODUCT CORPORATION
 	                          STATEMENTS OF CASH FLOWS
	                            FOR THE PERIODS ENDED
	                     JUNE 30, 2003 AND DECEMBER 31, 2002
	                                   UNAUDITED
<TABLE>
<CAPTION>

<S>                   <C>                                             <C>                                 <C> <C>          <C> <C>
                                                             	 Six	       Twelve
                                                            Months Ended    Months Ended
							   -------------    ------------
                 	                                       6/30/03	      12/31/02
							   -------------    ------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
 Net Income / (Loss) from Operations			   $ (10,000.00)    $  (327,948)
 Adjustments to reconcile net income
   to net cash provided
 Services Received for Stock 	                                  10,000	 200,156
 Depreciation Expense                                                  -	   1,811
 Increase) / Decrease in Accounts Receivable                           -	   3,379
 (Increase) / Decrease in Due from Officers                            -	  20,690
 (Increase) / Decrease in Other Assets                                 -	   1,360
 Increase / (Decrease) in Due to Related Party                         -       (532,707)
 Increase / (Decrease) in Accounts Payable                             -	 101,573
							   -------------    ------------
  Net cash provided by (used in) operating activities		       -       (475,039)
							   -------------    ------------

CASH FLOWS FROM
INVESTING ACTIVITIES:
 (Purchase)/Sale of Equipment                                          -	   11,162
							   -------------    -------------
  Net cash provided by (used in) investing activities                  -	   11,162
							   -------------    -------------

CASH FLOWS FROM
FINANCING ACTIVITIES:
 Issuance of Stock                                                     -	  502,515
 Increase/(Decrease) in Short Term Notes Payable                       -	 (28,000)
 Increase/(Decrease) in Short Term Notes Payable
  - Related Party						       -	 (12,300)
							   -------------    -------------
  Net cash provided by (used in) financing activities	               -	  462,215
							   -------------    -------------

Balance at beginning of period                                         -	    1,662
Net increase (decrease) in cash                                        -	  (1,662)
							   -------------    -------------
Balance at end of period                                   $	       -    $	      (0)
							   =============    =============

SUPPLEMENTAL INFORMATION:
Interest Paid                                              $	       -    $	      (1)
							   =============    =============
Taxes Paid                                                 $	       -    $	        -
							   =============    =============

The accompanying independent accountants' review report and the notes to financial
statements should be read in conjunction with these Statements of Cash Flows.

</TABLE>

                         AMERICAN PRODUCT CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS


1.    DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

   Description of business and history - American Product Corporation, formally
   known as American IR Technologies, Inc.,  (the  Company) was incorporated in
   the State of Nevada on October 29, 1999. On November  18,  2002, the Company
   changed its name to American Product Corp. The Company is a  publicly  trade
   company currently listed on the OTC Pink Sheets under the symbol APRP.   The
   principal business objective of the Company is to design and market consumer
   electronics that utilize infrared technology.

   The  Company  was in the development stage from its inception on October 29,
   1999 through December 31, 2000.

   The  Company has  previously  entered  into  a  license  agreement  with  an
   affiliate,   American  Infrared  Technologies,  Inc.  (Canada),  a  Canadian
   corporation, for  exclusive  rights  to  their  procedures,  practices,  and
   intellectual  property.  This  agreement  is  the  sole  source  of  product
   development  for  the Company.  On May 29, 2002, the company entered into  a
   settlement with Canada regarding the license agreement (See Note 3).

   Until October 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.  In October 2002, the Company changed its strategy
   due to poor operating  conditions  and  their operating results coupled with
   difficulties  in  raising  capital through debt  and  equity  sources.   The
   Company adopted a new strategy  during  the  fourth  quarter  of  2002  that
   committed   to   the  disposal  of  its  current  business  and  to  seek  a
   merger/acquisition  transaction  with  a  Company  having  better  financial
   resources.   As  of  December  31,  2002,  the  Company ceased all operating
   activities and has disposed of most of its assets.   The  Company  currently
   operates as a development stage company, while formulating a plan to improve
   it financial position.

   Going  concern - The Company incurred net losses of approximately $1,679,049
   from the  period  of  October  29, 1999 (Date of Inception) through June 30,
   2002 and has ceased its operations,  thus,  is  classified as a  development
   stage  company,  raising substantial doubt about the  Company's  ability  to
   continue as a going  concern.   The  Company will seek additional sources of
   capital through the issuance of debt or  equity  financing, but there can be
   no assurance the Company will be successful in accomplishing its objectives.

   The ability of the Company to continue as a going  concern  is  dependent on
   additional  sources  of capital and the success of the Company's plan.   The
   financial statements do  not include any adjustments that might be necessary
   if the Company is unable to continue as a going concern.

   Basis of accounting - The  Company's  policy  is  to  prepare  the financial
   statements on the accrual basis of accounting.

   Year end - The Company's year end is December 31.

   Cash  and  cash  equivalents  - Cash and cash equivalents consist of  highly
   liquid investments with maturities of three months or less when purchased.

   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.

                                       7

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

   Property and equipment and rental properties  -  Property  and equipment and
   rental   properties  are  stated  at  cost  less  accumulated  depreciation.
   Depreciation  is  provided  principally on the straight-line method over the
   estimated useful lives of the  assets,  which  are  generally 3 to 27 years.
   The amounts of depreciation provided are sufficient to  charge  the  cost of
   the  related  assets  to  operations over their estimated useful lives.  The
   cost  of  repairs  and  maintenance  is  charged  to  expense  as  incurred.
   Expenditures for property  betterments  and  renewals are capitalized.  Upon
   sale or other disposition of a depreciable property,  cost  and  accumulated
   depreciation are removed from the accounts and any gain or loss is reflected
   in other income.

   The  Company  periodically  evaluates whether events and circumstances  have
   occurred that may warrant revision  of  the  estimated  useful life of fixed
   assets or whether the remaining balance of fixed assets should  be evaluated
   for  possible  impairment.  The  Company  uses  an  estimate  of the related
   undiscounted  cash  flows  over  the  remaining life of the fixed assets  in
   measuring their recoverability.  As of  June 30, 2003 and December 31, 2002,
   respectively,  the company has $0 in assets.

   Intangible Assets - Under guidance of SFAS  142,  Net  assets  of  companies
   acquired in purchase transactions are recorded at fair value at the  date of
   acquisition,  as  such,  the  historical cost basis of individual assets and
   liabilities  are  adjusted  to  reflect   their   fair   value.   Identified
   intangibles are amortized on an accelerated or straight-line  basis over the
   period benefited.  Goodwill is not amortized, but is reviewed for  potential
   impairment  on  an annual basis at the reporting unit level.  The impairment
   test is performed  in two phases.  The first step of the goodwill impairment
   test, used to identify  potential impairment, compares the fair value of the
   reporting unit with its carrying  amount,  including  goodwill.  If the fair
   value  of the reporting unit exceeds its carrying amount,  goodwill  of  the
   reporting  unit  is considered not impaired; however, if the carrying amount
   of the reporting unit  exceeds  its fair value, an additional procedure must
   be performed.  That additional procedure  compares the implied fair value of
   the reporting unit's goodwill (as defined in  SFAS  142)  with  the carrying
   amount of that goodwill.  An impairment loss is recorded to the extent  that
   the carrying amount of goodwill exceeds its implied fair value.

   Other   intangible  assets  are  evaluated  for  impairment  if  events  and
   circumstances  indicate  a  possible  impairment.   Such evaluation of other
   intangible assets is based on undiscounted cash flow projections.

   Income taxes - The Company accounts for its income taxes  in accordance with
   Statement  of  Financial  Accounting  Standards  No.  109,  which   requires
   recognition   of   deferred  tax  assets  and  liabilities  for  future  tax
   consequences attributable  to  differences  between  the financial statement
   carrying amounts of existing assets and liabilities and their respective tax
   bases and tax credit carryforwards.  Deferred tax assets and liabilities are
   measured using enacted tax rates expected to apply to  taxable income in the
   years in which those temporary differences are expected  to  be recovered or
   settled.  The effect on deferred tax assets and liabilities of  a  change in
   tax  rates  is  recognized  in  operations  in  the period that includes the
   enactment date.

   As  of  June  30,  2003, the Company has not filed a  tax  return  with  the
   Internal Revenue Service since 2000.  Management feels the Company will have
   a net operating loss carryover to be used for future years.  Such losses may
   not be fully deductible  due  to the significant amounts of non-cash service
   costs and change in majority ownership control.  The Company has established
   a  valuation  allowance for the full  tax  benefit  of  the  operating  loss
   carryovers due to the uncertainty regarding realization.

   Inventory Valuation - Inventories are stated at the lower of cost or market,
   cost being determined on the first in, first out (FIFO) basis.

                                       8

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

   Net loss per common  share  -  The  Company  computes  net loss per share in
   accordance with SFAS No. 128, Earnings per Share (SFAS 128)  and  SEC  Staff
   Accounting  Bulletin  No. 98 (SAB 98).  Under the provisions of SFAS 128 and
   SAB 98, basic net loss  per  share  is  computed  by  dividing  the net loss
   available  to  common  stockholders  for  the period by the weighted average
   number  of  shares  of  common stock outstanding  during  the  period.   The
   calculation of diluted net  loss  per  share  gives  effect  to common stock
   equivalents; however, potential common shares are excluded if  their  effect
   is  antidilutive.   For the years ended June 30, 2003 and December 31, 2002,
   no options and warrants  were  excluded  from  the  computation  of  diluted
   earnings per share because their effect would be antidilutive.

   Comprehensive  income  (loss)  -  The  Company  has  no  components of other
   comprehensive loss.  Accordingly, net loss equals comprehensive loss for all
   periods.

   Revenue  recognition  -  The  Company  has  no  revenues  to date  from  its
   operations.

   Warranty  -  The  Company sells the majority of its product with  a  limited
   repair and replacement  warranty.   The accompanying financial statements do
   not include a provision for estimated warranty claims based on the Company's
   experience that no material claims have been made.

   Research and Development- The Company  expenses its research and development
   in the periods incurred.

   Advertising  costs  -  The  Company  recognizes   advertising   expenses  in
   accordance with Statement of Position 93-7 "Reporting on Advertising Costs."
   Accordingly,  the Company expenses the costs of producing advertisements  at
   the  time  production  occurs,  and  expenses  the  costs  of  communicating
   advertisements  in  the  period in which the advertising space or airtime is
   used.  The Company has recorded no significant advertising costs for the six
   months  ended  June  30,  2003   and  the  year  ended  December  31,  2002,
   respectively.

   Stock-based compensation - The Company  applies  Accounting Principles Board
   ("APB")  Opinion  No.  25,  Accounting for Stock Issued  to  Employees,  and
   Related  Interpretations,  in  accounting   for   stock  options  issued  to
   employees.  Under APB No. 25, employee compensation  cost is recognized when
   estimated fair value of the underlying stock on date of  the  grant  exceeds
   exercise  price  of the stock option.  For stock options and warrants issued
   to non-employees,  the  Company  applies SFAS No. 123, Accounting for Stock-
   Based Compensation, which requires  the  recognition  of  compensation  cost
   based  upon  the  fair  value  of  stock options at the grant date using the
   Black-Scholes option pricing model.

   Dividend  Policy - The Company has not  yet  adopted  any  policy  regarding
   payment of  dividends.  The  Company  has  authorized  1,945,680  shares  of
   preferred  stock with a par value of $0.001. .  As of December 17, 2003, the
   series A preferred stock has been cancelled by the Company.

   Preferred shares  carry  two  votes  for  every one preferred share and have
   priority in the event of company liquidation.   Series  A shares have annual
   dividends of 6% that are payable quarterly.  The shares are  convertible  to
   common shares on a 1 for 1.6 basis at the holders' option.

   New  accounting  pronouncements  -  In  June 2002, the FASB issued Statement
   No. 146, Accounting for Costs Associated  With  Exit or Disposal Activities.
   This statement requires the recognition of a liability for a cost associated
   with an exit or disposal activity when the liability  is incurred versus the
   date the Company commits to an exit plan. In addition, this statement states
   the liability should be initially measured at fair value.  The  statement is
   effective for exit or disposal activities that are initiated after  December
   31,   2002.  The  Company  does  not  believe  that  the  adoption  of  this
   pronouncement will have a material effect on its financial statements.

                                       9

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

   New accounting pronouncements (continued)

   In January  2003,  the  FASB issued SFAS No. 148, Accounting for Stock-Based
   Compensation  -  Transition   and   Disclosure.   This   statement  provides
   alternative  methods  of  transition  for  a  voluntary change to  the  fair
   value-based method of accounting for stock-based  employee  compensation. In
   addition,  this  statement also amends the disclosure requirements  of  SFAS
   No. 123 to require  more prominent and frequent disclosures in the financial
   statements  about the  effects  of  stock-based  compensation.  Because  the
   Company continues to account for employee stock-based compensation under APB
   Opinion No. 25,  the  transitional guidance of SFAS No. 148 has no effect on
   the financial statements at this time.

   In  November 2002, the Financial  Accounting  Standards  Board  issued  FASB
   Interpretation  No. 45 ("FIN No. 45"), Guarantor's Accounting and Disclosure
   Requirements for  Guarantees,  Including Indirect Guarantees of Indebtedness
   of Others an interpretation of SFAS  No.  5,  57,  and 107 and rescission of
   FASB   Interpretation  No.  34,  was  issued.  FIN  No.  45  clarifies   the
   requirements  of  SFAS  No.  5,  Accounting for Contingencies, relating to a
   guarantor's accounting for, and disclosure of, the issuance of certain types
   of guarantees. The adoption of the  provisions  of FIN No. 45 did not have a
   material impact on the Company's results of operations,  financial  position
   or cash flows.

   In  January  2003,  the FASB issued Interpretation No. 46, Consolidation  of
   Variable Interest Entities.  This  interpretation  establishes standards for
   identifying  a  variable  interest  entity  and for determining  under  what
   circumstances a variable interest entity should  be  consolidated  with  its
   primary  beneficiary.  Until  now,  a company generally has included another
   entity in its consolidated financial  statements  only  if it controlled the
   entity  through  voting  interests.  Interpretation No. 46 changes  that  by
   requiring a variable interest entity to be consolidated by a company if that
   company is subject to a majority of the  risk  of  loss  from  the  variable
   interest  entity's  activities  or is entitled to receive a majority of  the
   entity's residual returns or both.  The  Company  does  not believe that the
   adoption of this pronouncement will have a material effect  on its financial
   statements.

2. STOCKHOLDER'S EQUITY

   On  February  8,  2002,  the  Company  issued  1,945,680 shares of Series  A
   Preferred Stock to two executives.  This stock is cumulative, with an annual
   dividend of 6%, carrying two (2) votes per preferred  share.   These  shares
   become  convertible  on  July  1,  2002  into  1.6 common shares for every 1
   preferred share.  They are convertible at the option  of  the  owner.  As of
   December  17, 2003, the series A preferred stock has been cancelled  by  the
   Company.

   During 2002, the Company issued 11,068,320 shares of common stock to various
   consultants.  On December 8, 2003, the Company cancelled 5,000,000 shares of
   the common  stock  issued  during  the  year  ended  2002.     An additional
   4,578,000 shares of common stock were cancelled on December 17, 2003.

   On May 28, 2003, the Company issued 1,000,000 shares in exchange for payment
   towards a prior debt from Mark Kane of Manhattan Computer Products, Inc.
   (See Note 5)

   On December 8, 2003, the Company issued 50,000,000 shares in exchange for
   100% of the ownership interest of a private company.  The company plans to
   file the financials and additional information related to this acquisition
   shortly after filing the 2002 10-KSB.

3.LICENSE AGREEMENT

   On  December  22,  1999,  the  Company  entered  into a five-year technology
   license agreement with Canada.  Certain officers and directors of Canada are
   also officers and directors of the Company.  The license  agreement provides
   the  Company  with  the  exclusive  rights to all procedures, practices  and
   intellectual property related to

                                       10

3. LICENSE AGREEMENT (CONTINUED)

   Canada's technologies and applications.   According  to  the  agreement, the
   Company  has  agreed  to pay Canada a royalty of 3% of all revenues  derived
   from the use of the technologies  licensed  from  Canada.   The  royalty  is
   payable  monthly.   Additionally,  the  Company  has a 30-day right of first
   refusal to license additional technologies developed by Canada.

   The  Company  does not intend to assign a value to the  technology  received
   from Canada because  there  appears  to be no discernable value.  See Note 6
   ("Contingencies  and  Commitments")  regarding   the   company's  litigation
   related to the license agreement.

4. STOCK OPTIONS

   There are no stock options or warrants as of  June 30, 2003 and December 31,
   2002, respectively.

5. LITIGATION

   The Company incurred substantial debt in their attempt  to  manufacture  and
   market  consumer  electronic  products.  Several of the creditors have filed
   suit  and  two  default  judgments  have  been  filed   These  claims  total
   $55,401.99 plus interest and attorneys' fees.


   Alt, Inc. sued American IR Technologies, Inc. on December 19, 2001, Case No.
   A444128, ALT, Inc. vs. American  IR Technologies, Inc. in the District Court
   of Clark County, Nevada, 8th Judicial  District.   A  default  judgment  was
   entered  against  American  IR  Technologies  in  the amount of $21,542 plus
   penalties, fees and interest on April 9, 2002.


   Netcore  Technologies  filed  a complaint for damages  against  American  IR
   Technologies,  Inc. on April 5,  2002,  Case  No.  020-004921  001,  Netcore
   Technologies. vs. American IR Technologies, Inc in the Justice Court, Las


   Vegas Township,   Clark  County,  Nevada,  8th  Judicial  District.  Netcore
   Technologies  claims total $5,440.80 plus interest and reasonable  attorneys
   fees.


   Stephen  A.  Zrenda,   Jr.,  P.C.  filed  a  petition  against  American  IR
   Technologies, Inc. on January  29,  2002,  Case  No. CJ-2002-848, Stephen A.
   Zrenda, Jr., P.C. vs. American IR Technologies, Inc   and  Ronald A. Ryan in
   the District Court, Oklahoma County, Oklahoma.  Stephen A. Zrenda,  Jr. P.C.
   claims  total  $5,602.42  as well as any accrued or accruing interest, court
   costs attorneys' fees and expenses.


   High Impact Television, Inc. sued American IR Technologies, Inc. on December
   24, 2001, Case No. 01 HL 02183,  High  Impact  Television.  vs.  American IR
   Technologies,  Inc. and Does 1 through 10, inclusive in the Superior  Court,
   Orange County, California.   A default judgment was entered against American
   IR Technologies in the amount of $13,191.80 on February 6, 2002.


   Today's Staffing, Inc. sued American  IR  Technologies, Inc. on December 28,
   2001, Case No. A444405, Today's Staffing, Inc. vs. American IR Technologies,
   Inc. in the District Court of Clark County,  Nevada,  8th Judicial District.
   Today's Staffing claims total $10,526.80 plus interest through the filing of
   $875.67 plus attorneys' fees in the amount of $3,500.00.

   Mark  Kane, an individual sued American Capital Partners  Limited,  Inc.  on
   February 18, 2004, Case No. A480784, Mark Kane vs. American Capital Partners
   Limited, Inc. formerly known as American Product Corporation in the District
   Court of Clark County, Nevada for claims $10,000.

                                       11

6. CONTINGENCIES AND COMMITMENTS

   The Company  has  received  common  stock  subscriptions  in  the  amount of
   $29,350.   The  Company  is  reporting this as part of shareholder's equity.
   The Company issued stock for services  and  is  periodically expensing these
   services  as  the  work  is performed.  The stock subscriptions  were  fully
   expensed as of December 31, 2002.

7. SUBSEQUENT EVENTS

   On December 8, 2003, the Company  issued  50,000,000  shares in exchange for
   100% of the ownership interest of a private company.  The  company  plans to
   file  the  financial  statements  and additional information related to this
   acquisition shortly after filing the 2002 10-KSB.

8. CHANGES TO PRIOR YEAR FINANCIALS

   For the period ended December 31, 2002,  the Company recorded a prior period
   adjustment of $2,127 due to an error in depreciating  some  property over 3-
   years  rather  than  5-years and in depreciating some property over  5-years
   rather than 7-years.


                                       12






ITEM 2. MANAGEMENT'S 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,  2002.  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.  Such
statements are subject to risks  and  uncertainties  that  could  cause  actual
results  to differ materially from those projected. See "Special Note Regarding
Forward Looking Information" below.


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some  of the  statements  under  "Description  of  Business,"  "Risk  Factors,"
"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.  Such factors include, among other things, those listed under "Risk
Factors" and elsewhere in this Report.

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 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.

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.

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.  Currently, the  Company  has
ceased all operations.


RESULTS OF OPERATIONS

Until October 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.   In  October of 2002, management of the Company acknowledged  that
expenses significantly  exceeded the revenue being derived from the sale of the
product.  Therefore, management  reached  a  determination that it would not be
feasible for the Company to develop, manufacture and market electronic products
that  targeted  the  home  health  and  safety  markets.   Upon  reaching  that
determination, management adopted the new business  plan summarized under "Plan
of Operations," below.

Currently, there are no assets in the Company.  All operations  have ceased and
all  inventory  and  other  assets  were sold or otherwise utilized to  satisfy
obligations of the Company.  However, the liquid assets of the Company were not
sufficient  to  pay many of the creditors  and  as  a  result  several  of  the
creditors have filed  suit  and  two  default judgments have been filed.  These
claims total $55,401.99 plus interest and  attorneys' fees.  See Item 3 - Legal
Proceedings.

PLAN OF OPERATIONS

Management intends to seek out and pursue a  business  combination  with one or
more  existing  private  business enterprises that might have a desire to  take
advantage of the Company's  status as a public corporation. Management does not
intend to target any particular  industry  but,  rather,  intends  to judge any
opportunity on its individual merits.  See "Item 1.  Description of  Business -
Risk Factors"

LIQUIDITY AND CAPITAL RESOURCES


The  Company  is  currently  not liquid and has no capital in which to continue
operations.  The Company is currently  a  development stage company.  There can
be no assurance that any of the plans developed  by  the  Company  will produce
cash flows sufficient to ensure its long-term viability.


2004 OUTLOOK


Management  intends to seek out and pursue a business combination with  one  or
more existing  private  business  enterprises  that might have a desire to take
advantage of the Company's status as a public corporation.  Management does not
intend  to  target any particular industry but, rather, intends  to  judge  any
opportunity on its individual merits.

ITEM 3.   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         (a)  Evaluation  of disclosure controls and procedures.  Our principal
executive  officer  and principal   financial  officer,  after  evaluating  the
effectiveness of the Company's "disclosure controls and procedures" (as defined
in  the Securities Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a
date  (the  "Evaluation  Date")  within  90 days before the filing date of this
quarterly report, has concluded that as  of the Evaluation Date, our disclosure
controls  and  procedures  were  adequate  and designed to ensure that material
information  relating  to  our  consolidated  subsidiaries and us would be made
known to him by others within those entities.

         (b) Changes in internal controls. There were no significant changes in
our internal controls  or  to  our  knowledge,  in  other  factors  that  could
significantly  affect  our disclosure controls and procedures subsequent to the
Evaluation Date.


                                   PART II

ITEM 1.  LEGAL PROCEEDINGS


The Company incurred substantial  debt  in  their  attempt  to  manufacture and
market consumer electronic products.  Several of the creditors have  filed suit
and two default judgments have been filed.  These claims total $55,401.99  plus
interest and attorneys' fees.


Alt,  Inc.  sued  American IR Technologies, Inc. on December 19, 2001, Case No.
A444128, ALT, Inc.  vs. American IR Technologies, Inc. in the District Court of
Clark County, Nevada,  8th  Judicial  District.  A default judgment was entered
against American IR Technologies in the  amount of $21,542 plus penalties, fees
and interest on April 9, 2002.


Netcore  Technologies  filed  a  complaint  for  damages  against  American  IR
Technologies,  Inc.  on  April  5,  2002,  Case  No.  020-004921  001,  Netcore
Technologies. vs. American IR Technologies, Inc in the Justice Court, Las Vegas
Township,  Clark County, Nevada, 8th Judicial District.   Netcore  Technologies
claims total $5,440.80 plus interest and reasonable attorneys fees.


Stephen A. Zrenda, Jr., P.C. filed a petition against American IR Technologies,
Inc.  on  January 29, 2002, Case No. CJ-2002-848, Stephen A. Zrenda, Jr.,  P.C.
vs. American  IR  Technologies,  Inc  and Ronald A. Ryan in the District Court,
Oklahoma County, Oklahoma.  Stephen  A. Zrenda, Jr. P.C. claims total $5,602.42
as well as any accrued or accruing interest,  court  costs  attorneys' fees and
expenses.


High  Impact Television, Inc. sued American IR Technologies, Inc.  on  December
24, 2001,  Case  No.  01  HL  02183,  High  Impact  Television. vs. American IR
Technologies,  Inc.  and Does 1 through 10, inclusive in  the  Superior  Court,
Orange County, California.   A default judgment was entered against American IR
Technologies in the amount of $13,191.80 on February 6, 2002.

Today's Staffing, Inc. sued American  IR  Technologies,  Inc.  on  December 28,
2001,  Case  No.  A444405, Today's Staffing, Inc. vs. American IR Technologies,
Inc. in the District  Court  of  Clark  County,  Nevada, 8th Judicial District.
Today's Staffing claims total $10,526.80 plus interest  through  the  filing of
$875.67 plus attorneys' fees in the amount of $3,500.00.

Mark  Kane,  an  individual  sued  American  Capital  Partners Limited, Inc. on
February  18,  2004, Case No. A480784, Mark Kan vs. American  Capital  Partners
Limited, Inc. formerly  known  as  American Product Corporation in the District
Court of Clark County, Nevada for claims $10,000.

ITEM 2. CHANGES IN SECURITIES

The following information sets forth certain information for all securities the
Company issued from January 1, 2003  through  June  30,  2003,  in transactions
without registration under the Act.

      NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      NONE.

ITEM 5.  OTHER INFORMATION
            Not applicable

ITEM 6. EXHIBITS AND REPORTS


(a) The following documents are filed as part of this report:

       31.1	Certification of Principal Executive Officer Pursuant to Section
                302 of the Sarbanes-Oxley Act.

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

       32.1	Certification of Principal Executive Officer Pursuant to Section
		906 of the Sarbanes-Oxley Act.

       32.1	Certification of Principal Financial and  Accounting Officer
		Pursuant to Section 906 of the Sarbanes-Oxley Act.

(b) Reports on Form 8-K:

None


<PAGE>





                                  SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities  Exchange
Act  of 1934, the undersigned has duly caused this Form 10-QSB to be signed  on
its behalf  by the undersigned, there unto duly authorized, in the City of West
Palm Beach, Florida, on March 9, 2004.

AMERICAN CAPITAL PARTNERS LIMITED, INC.

<TABLE>
<CAPTION>

By:  /s/  C. Frank Speight                                Date: March 18, 2004
     ---------------------



     C. Frank Speight,
     Principal Executive Officer

<S>		<C>		<C>
</TABLE>


				Exhibit 31.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
302  of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and  Rule
15d-14 under the Securities Exchange Act of 1934
     --------------------------------------------------------------------


In connection  with the Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities  Exchange   Act  of 1934 on Form 10-QSB of American Capital Partners
Limited, Inc.. (the "Company")   for  the  period ended June 30, 2003, as filed
with the Securities and Exchange  Commission on the date hereof (the "Report"),
I,  C.  Frank  Speight  Principal  Executive Officer,  pursuant  to  18  U.S.C.
Sec.1350, as  adopted  pursuant  to  Section  302 and 906 of the Sarbanes-Oxley
Act of 2002, and pursuant to Rule 13a-14  under  the Securities Exchange Act of
1934, that:

 1.  I have reviewed the Report being filed;

 2.  Based on my knowledge, the Report does not contain any untrue statement of
a  material  fact  or  omit  to  state a material fact necessary  to  make  the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by the Report;

  3.   Based on my knowledge, the financial  statements,  and  other  financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the period presented in the Report;

 4.  I and  the  other certifying officers are responsible for establishing and
maintaining disclosure  controls  and  procedures  (as  such term is defined in
paragraph (c) of Rule 13a-14) for the Company and have:

      i.  Designed  such  disclosure  controls and procedures  to  ensure  that
material  information  relating  to  the Company,  including  its  consolidated
subsidiaries, if any, is made known to  them  by  others within those entities,
particularly  during  the  period  in  which  the periodic  reports  are  being
prepared;

     ii. Evaluated the effectiveness of the Company's  disclosure  controls and
procedures as of a  date within 90 days prior to the filing date of  the Report
("Evaluation Date"); and

     iii. Presented in the Report their conclusions about the effectiveness  of
the  disclosure  controls  and  procedures  based on their evaluation as of the
Evaluation Date;

 5.  I and the other certifying officers have  disclosed,  based  on their most
recent  evaluation,  to the Company's auditors and the audit committee  of  the
board of directors (or persons fulfilling the equivalent function):

     i. All significant  deficiencies  in  the  design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize  and  report  financial data and have identified  for  the  Company's
auditors any material weaknesses in internal controls; and

     ii. Any fraud, whether  or not material, that involves management or other
employees who have a significant role in the Company's internal controls; and

 6.  I and the other certifying  officers  have indicated in the report whether
or not there were significant changes in internal  controls or in other factors
that could significantly affect internal controls subsequent  to  the  date  of
their  most  recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Dated:  March 18, 2004

			/s/ C. Frank Speight
			--------------------




			C. Frank Speight
                        Principal Executive Officer


<PAGE>





				Exhibit 31.2

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
302 and 906 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14b) and
Rule 15d-14(b)(17  CFR   240.15d-14(b))   under  the Securities Exchange Act of
1934 and Section  1350 of Chapter 63 of Title 18 of the United States Code
     --------------------------------------------------------------------


In connection with the Quarterly Report Pursuant to  Section 13 or 15(d) of the
Securities  Exchange  Act of 1934 on Form 10-QSB of American  Capital  Partners
Limited,  Inc.  (the  "Company")   for the period ended June 30, 2003, as filed
with the Securities and Exchange  Commission on the date hereof (the "Report"),
I, Randall Goulding, the Company's Principal  Financial and Accounting Officer,
certify,  pursuant to 18 U.S.C. Sec.1350, as  adopted   pursuant   to   Section
302 and 906  of  the  Sarbanes-Oxley  Act  of 2002, and pursuant to Rule 13a-14
under the Securities Exchange Act of 1934, that:

 1.  I have reviewed the Report being filed;

 2.  Based on my knowledge, the Report does not contain any untrue statement of
a  material  fact  or  omit to state a material  fact  necessary  to  make  the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by the Report;

 3.  Based on my knowledge,  the  financial  statements,  and  other  financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the period presented in the Report;

  4.  I and the other certifying officers are responsible for establishing  and
maintaining  disclosure  controls  and  procedures  (as such term is defined in
paragraph (c) of Rule 13a-14) for the Company and have:

      i.  Designed  such  disclosure  controls and procedures  to  ensure  that
material  information  relating  to  the Company,  including  its  consolidated
subsidiaries, if any, is made known to  them  by  others within those entities,
particularly  during  the  period  in  which  the periodic  reports  are  being
prepared;

     ii. Evaluated the effectiveness of the Company's  disclosure  controls and
procedures  as of a date within 90 days prior to the filing date of the  Report
("Evaluation Date"); and

     iii. Presented  in the Report their conclusions about the effectiveness of
the disclosure controls  and  procedures  based  on  their evaluation as of the
Evaluation Date;

 5.  I and the other certifying officers have disclosed,  based  on  their most
recent  evaluation,  to  the Company's auditors and the audit committee of  the
board of directors (or persons fulfilling the equivalent function):

     i. All significant deficiencies  in  the  design  or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize  and  report  financial data and have identified  for  the  Company's
auditors any material weaknesses in internal controls; and

     ii. Any fraud, whether  or not material, that involves management or other
employees who have a significant role in the Company's internal controls; and

 6.  I and the other certifying  officers  have indicated in the report whether
or not there were significant changes in internal  controls or in other factors
that could significantly affect internal controls subsequent  to  the  date  of
their  most  recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Dated:  March 18, 2004

			/s/ Randall Goulding
			--------------------



                       Randall Goulding
                       Principal Financial and Accounting Officer




<PAGE>






				Exhibit 32.1

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley act of 2001.

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


In  connection   with  the  Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities  Exchange  Act  of  1934  on  Form  10-QSB  of  American Capital
Partners Limited, Inc. (the "Company")  for the period ended June  30, 2003, as
filed  with  the  Securities  and Exchange  Commission on the date hereof  (the
"Report"), I, C. Frank Speight Principal Executive Officer,  certify,  pursuant
to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2001, that:

The Report fully complies with  the  requirements  of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

The  information  contained  in  the Report fairly presents,  in  all  material
respects, the financial condition and results of operations of the Company.

Dated:  March 18, 2004

			/s/ C. Frank Speight
			--------------------



			C. Frank Speight
                        Principal Executive Officer


<PAGE>





				Exhibit 32.2

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley act of 2001.

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


In  connection  with the Quarterly  Report  Pursuant  to Section 13 or 15(d) of
the  Securities   Exchange   Act  of  1934 on Form 10-QSB of  American  Capital
Partners Limited, Inc. (the "Company")   for the period ended June 30, 2003, as
filed with the Securities and Exchange  Commission  on  the  date  hereof  (the
"Report"),   I,   Randall  Goulding,  the  Company's  Principal  Financial  and
Accounting Officer  of  the  Company,  certify,  pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001, that:

The Report fully complies with  the  requirements  of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

The  information  contained  in  the Report fairly presents,  in  all  material
respects, the financial condition and results of operations of the Company.

Dated:  March 18, 2004

			/s/ Randall Goulding
			--------------------



                       Randall Goulding
                       Principal Financial and Accounting Officer