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 SEPTEMBER 30, 2004

                           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 September
30, 2004 is shown below:

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

Documents Incorporated by Reference: None




<PAGE>



                     AMERICAN CAPITAL PARTNERS LIMITED, INC
                                   FORM 10-QSB


<PAGE>






PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

Condensed balance sheets at September 30, 2004 and December 31, 2003

Condensed statements of operations for the Nine Months ended September 30, 2004
and 2003

Condensed statements of cash flows for the Nine Months ended September 30,
2004and 2003

Notes to condensed financial statements

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

Item  3  -  Controls and Procedures

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
----------



<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                     AMERICAN CAPITAL PARTNERS LIMITED, INC

                        CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2004
                                   (Unaudited)






                                TABLE OF CONTENTS



                                                             Page

         Consolidated Balance Sheets                           1



         Consolidated Statements of Operations                 2



         Consolidated Statements of Cash Flows                 3



         Notes to the Consolidated Financial Statements      4-5




<PAGE>



                     AMERICAN CAPITAL PARTNERS LIMITED, INC
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                           September 30           December 31,
                                                                              2004                   2003
                                                                           ----------             ----------
                                                                           (Unaudited)
ASSETS
<S>                                                                         <C>                     <C>
Current Assets:
 Cash and cash equivalents                                                 $  73,700              $  38,322
                                                                           ---------              ---------
  Total Current Assets                                                        73,700                 38,322

FURNITURE AND EQUIPMENT, net                                                   6,897                   --
                                                                           ---------              ---------
Total Assets                                                               $  80,597              $  38,322
                                                                           =========              =========
LIABILITES AND SHAREHOLDERS' DEFICIENCY
Current Liabilities:
Accounts payable                                                           $ 105,733              $ 105,733
Accrued expenses                                                             134,674                104,497
                                                                           ---------              ---------
  Total Current Liabilities                                                  240,407                210,230

 CONVERTIBLE DEBT, NET                                                        15,870                    870
                                                                           ---------              ---------
Total Liabilities                                                            256,277                211,100
                                                                           ---------              ---------
Shareholders' Deficiency
Common stock, $.001 par value, 150,000,000 shares
  authorized, 111,393 issued and outstanding, respectively                       111                    111
Additional paid-in capital                                                   (41,077)               (41,077)
Accumulated deficit                                                         (134,714)              (131,812)
                                                                           ---------              ---------
  Total Shareholders' Deficiency                                            (175,680)              (172,778)
                                                                           ---------              ---------
Total Liabilities and Shareholders' Deficiency                             $  80,597              $  38,322
                                                                           =========              =========
</TABLE>



<PAGE>




                     AMERICAN CAPITAL PARTNERS LIMITED, INC
                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                               Three Months Ended                     Nine Months Ended
                                                                   September 30,                         September 30,
                                                          -------------------------------       -------------------------------
                                                              2004              2003               2004               2003
                                                          ------------      --------------      ------------       -----------
                                                           (Unaudited)        (Unaudited)        (Unaudited) (Unaudited)
<S>                                                       <C>                <C>                <C>                <C>
REVENUES, NET                                             $    250,022       $        --        $    529,470       $       --
                                                          ------------       -------------      ------------       ------------
OPERATING EXPENSES:
 General and administrative                                    122,422                --             254,775             10,000
 Compensation                                                   64,143                --             151,873               --
 Directors fees                                                 51,100                --              51,100               --
 Professional fees                                              18,100                --              53,650               --
                                                          ------------       -------------      ------------       ------------
  TOTAL OPERATING EXPENSES                                     255,765                --             511,398             10,000
                                                          ------------       -------------      ------------       ------------
INCOME (LOSS) FROM OPERATIONS                                   (5,743)               --              18,072            (10,000)

OTHER EXPENSES:
 Interest expense                                                7,000                --              21,000               --
 Interest income                                                    26                --                  26               --
                                                          ------------       -------------      ------------       ------------
LOSS BEFORE PROVISION FOR INCOME TAXES                         (12,717)               --              (2,902)           (10,000)
Provision for income taxes                                        --                  --                --                 --
                                                          ------------       -------------      ------------       ------------
NET LOSS                                                  $    (12,717)      $        --        $     (2,902)      $    (10,000)
                                                          ============       =============      ============       ============
Weighted average number of shares
  outstanding - basic and diluted                              111,393          20,751,124           111,393         20,751,124
                                                          ============       =============      ============       ============
Net loss per common share - basic and diluted             $      (0.11)      $        --        $      (0.03)      $      (0.00)
                                                          ============       =============      ============       ============
</TABLE>


<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       Nine Months Ended
                                                                          September 30,
                                                                 2004                    2003
                                                             -----------              ----------
                                                             (Unaudited)              (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>                     <C>
     Net loss                                                  $ (2,902)               $(10,000)
Adjustments to reconcile net loss to net
  cash provided by operating activities:
     Depreciation expenses                                          782                    --
     Amortization of Discount on Convertible Debt                15,000                    --
     Common stock issued for services rendered                     --                    10,000
Changes in operating assets and liabilities:
    Accounts payable                                               --                      --
    Accrued expenses                                             30,177                    --
                                                               --------                --------
NET CASH FLOWS PROVIDED BY
  (USED IN) OPERATING ACTIVITIES                                 43,057                    --
                                                               --------                --------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of furniture and equipment                         (7,679)                   --
                                                               --------                --------
NET CASH FLOWS
  USED IN INVESTING ACTIVITIES                                   (7,679)                   --
                                                               --------                --------
CASH FLOWS FROM FINANCING ACTIVITIES:
NET CASH FLOWS
  USED IN FINANCING ACTIVITIES                                     --                      --
                                                               --------                --------
Net increase in cash flows                                       35,378                    --
Cash and cash equivalents - Beginning of period                  38,322                    --
                                                               --------                --------
Cash and cash equivalents - End of period                      $ 73,700                $   --
                                                               ========                ========

</TABLE>

<PAGE>



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

American Capital Partners Limited,  Inc. ("ACPL" or the "Company") was organized
on October  29, 1999 as American  IR  Technologies,  Inc.  under the laws of the
State of Nevada.  On November 18, 2002,  American IR Technologies,  Inc. changed
its name to American Products  Corporation with a principal  business purpose to
design and market consumer electronics that utilize infrared technology.

On October 28, 2003,  American Products  Corporation  consummated an acquisition
agreement with ACPL whereby  American  Products  Corporation  agreed to issue 50
million  shares of its $0.001 par value common stock in exchange for 100% of the
outstanding  shares of ACPL. The  acquisition  agreement was accounted for using
the purchase method of accounting as applicable to reverse  acquisitions whereby
the former stockholders of ACPL controlled the common stock of American Products
Corporation  immediately  upon  conclusion  of the  transaction.  Under  reverse
acquisition  accounting,  the  post-acquisition  entity was  accounted  for as a
recapitalization of American Products  Corporation.  The common stock issued was
recorded  at a value of zero,  the fair  value of the  Company's  assets  on the
acquisition date.

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.

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.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INTERIM FINANCIAL STATEMENTS

The interim financial statements presented herein have been prepared pursuant to
the rules and  regulations of the Securities  and Exchange  Commission  ("SEC").
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted  pursuant to such
rules  and  regulations.  The  interim  financial  statements  should be read in
conjunction with the Company's annual financial statements, notes and accounting
policies  included in the  Company's  annual  report on Form 10-KSB for the year
ended December 31, 2003 as filed with the SEC. In the opinion of management, all
adjustments   (consisting  only  of  normal  recurring  adjustments)  which  are
necessary to provide a fair  presentation of financial  position as of September
30, 2004 and the related operating results and cash flows for the interim period
presented have been made. The results of  operations,  for the period  presented
are not necessarily indicative of the results to be expected for the year.

USE OF ESTIMATES

Use of estimates and assumptions by management is required in the preparation of
financial   statements  in  conformity   with  generally   accepted   accounting
principles. Actual results could differ from those estimates and assumptions.
<PAGE>

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.

NOTE 3 - INCOME TAXES

At  September  30,  2004,  there are no items that give rise to deferred  income
taxes.


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,
2003. Certain  statements in the following MD&A are forward looking  statements.
Words such as "expects", "anticipates",  "estimates" and similar expressions are
intended to identify forward looking statements.  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.
<PAGE>

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.

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

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

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

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

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


OVERVIEW

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

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

<PAGE>

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

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

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

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

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

          C.   Satisfies one of the following:

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

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

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

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


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

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

<PAGE>

                      NINE MONTHS ENDED SEPTEMBER 30, 2004
                COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2003

GROSS REVENUES AND COSTS OF OPERATIONS

REVENUES,  NET.  Revenues  increased  from $0 for the nine  month  period  ended
September  30, 2003 to $529,470 for the nine month period  ended  September  30,
2004,  an  increase  of  $529,470,  primarily  as a result  of an  increased  in
consulting income.

GENERAL  AND  ADMINISTRATIVE  EXPENSES.   General  and  administrative  expenses
increased from $10,000 for the nine months ended  September 30, 2003 to $254,775
for the nine months  ended  September  30, 2004,  an increase of  $244,775.  The
increase is primarily due to increased consulting activities.

PROFESSIONAL FESS. Professional fees increased from $0 for the nine months ended
September  30, 2003 to $53,650 for the nine months ended  September 30, 2004, an
increase  of  $53,650.  This  increase  is  primarily  due  increased  reporting
requirements for the consulting activity.

TOTAL OPERATING  EXPENSES.  Total operating  expenses increased from $10,000 for
the nine months ended  September  30, 2003 to $511,398 for the nine months ended
September  30, 2004,  an increase of $501,398.  This  increase is primarily  due
increased reporting requirements for the consulting activity and amortization of
discount on convertible debentures of $10,000.

INTEREST  EXPENSE.  Interest expense increased from $0 for the nine months ended
September  30, 2003 to $21,000 for the nine months ended  September 30, 2004, an
increase of $21,000.  The  increase is  primarily  attributed  to an increase in
convertible debt.

NET INCOME/(LOSS).  Net loss decreased from a net loss of ($10,000) for the nine
months  ended  September  30, 2003 to net loss of  ($2,902)  for the nine months
ended  September  30, 2004.  The  increase is due to the increase in  consulting
activity.



                      THREE MONTHS ENDED SEPTEMBER 30, 2004
                COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2003

REVENUES,  NET.  Revenues  increased  from $0 for the three month  period  ended
September 30, 2003 to $250,,022  for the three month period ended  September 30,
2004, an increase of $250,022,  primarily as a result of an increased consulting
income .

GENERAL  AND  ADMINISTRATIVE  EXPENSES.   General  and  administrative  expenses
increased from $0 for the three months ended  September 30, 2003 to $122,422 for
the three months ended September 30, 2004, an increase of $122,422. The increase
is primarily due to increased consulting activities.

PROFESSIONAL  FESS.  Professional  fees  increased  from $0 for the three months
ended  September  30, 2003 to $18,100 for the three months ended  September  30,
2004, an increase of $18,100. This increase is primarily due increased reporting
requirements for the consulting activity.

TOTAL OPERATING  EXPENSES.  Total operating  expenses  increased from $0 for the
three  months  ended  September  30, 2003 to $255,765 for the three months ended
September  30, 2004,  an increase of $255,765.  This  increase is primarily  due
preparation for the transition into a business development company.

INTEREST EXPENSE.  Interest expense increased from $0 for the three months ended
September  30, 2003 to $7,000 for the three months ended  September 30, 2004, an
increase of $7,000.  The  increase  is  primarily  attributed  to an increase in
convertible debt.


<PAGE>


NET  INCOME/(LOSS).  Net income  decreased  from $0 for the three  months  ended
September 30, 2003 to net loss of ($12,717) for the three months ended September
30,  2004.  The  decrease  is  due  to  the  increase  in  consulting  activity,
amortization of discount on convertible  debentures of $5,000 and an increase in
interest expenses of $7,000.

CURRENT ASSETS

CASH.  Cash  increased from $38,322 at December 31, 2003 to $73,700 at September
30,  2004,  an  increase  of  $35,378,  primarily  as a result  of  increase  in
consulting income.  FURNITURE AND EQUIPMENT,  NET. Furniture and equipment,  net
increased  from $0 at December  31, 2003 to $6,897 at  September  30,  2004,  an
increase of $6,897.

DISCOUNT ON CONVERTIBLE  DEBENTURES,  NET - Discount on convertible  debentures,
net  decreased  from $99,130 at December  31, 2003 to $84,130 at  September  30,
2004, a decrease of $15,000.

TOTAL  ASSETS.  Total  assets  increased  from  $38,322 at December  31, 2003 to
$80,597 at September 30, 2004, an increase of $42,275,  primarily as a result of
increased consulting income.

LIABILITIES

ACCOUNTS  PAYABLE AND ACCRUED  EXPENSES.  Accounts  payable and accrued expenses
increased  from $210,230 at December 31, 2003 to $240,407 at September 30, 2004,
an increase of $30,177, primarily as a result of increased professional fees and
interest expense of $21,000.

LIABILITIES.  liabilities  increased  from  $211,100 at December  31,  2003,  to
$256,277 at September 30, 2004, an increase of $45,177, primarily as a result of
increased professional fess and interest expense of $4,000.

CONVERTIBLE  DEBT - Convertible  debt $100,000 at December 31, 2003 and $100,000
at September 30, 2004.


PLAN OF OPERATIONS

In October of 2003, the Company acquired American Capital Partners Limited, Inc.
("ACP"),  a  development  stage  company.  ACP will elect to be  regulated  as a
Business  Development  Company ("BDC") as outlined in the Investment Company Act
of 1940.  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.

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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

ITEM 3.  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

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

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







                                     PART II
ITEM 1.  LEGAL PROCEEDINGS

     Not applicable

ITEM 2. CHANGES IN SECURITIES
The following  information sets forth certain information for all securities the
Company  issued from July 1, 2003 through  September 30, 2003,  in  transactions
without  registration  under the Act. There were no underwriters in any of these
transactions,  nor were any sales commissions paid thereon.  The securities were
issued pursuant to Section 4(2) of the Act.

     NONE

ITEM 3. LEGAL PROCEEDINGS

     NONE

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

     NONE.

ITEM 5.  OTHER INFORMATION

     Not applicable
<PAGE>

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.

32.2 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
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 19, 2004
       -------------------------------------
       C. Frank Speight,
       Director  and
       Principal Executive Officer


  By:  /s/  Timothy Ellis                             Date: November 19, 2004
       -------------------------------------
       Timothy Ellis,
       Director  and
       Principal Financial and Accounting  Officer