UNITED STATES SECURITES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                              For Fiscal Year Ended
                                December 31, 2003

                           Commission File # 000-31663

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

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   88-0440536
                      (IRS Employer Identification Number)

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

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


Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                                                            $0.001 Par Value

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]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )

Revenues for year ended December 31, 2003: $0.00. Aggregate market value of the
voting common stock held by non-affiliates of the registrant as of September 23,
2004 was $88,046. Number of shares of the registrant's common stock outstanding
as of September 23, 2004 was 119,023.

Transitional Small Business Disclosure Format:

         Yes_____ No       X


                                       1
<PAGE>



The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain of the statements contained herein,
which are not historical facts, are forward-looking statements with respect to
events, the occurrence of which involve risks and uncertainties. These forward-
looking statements may be impacted, either positively or negatively, by various
factors. Information concerning potential factors that could affect our company
is detailed from time to time in our company's reports filed with the
Commission. This Report contains "forward looking statements" relating to our
company's current expectations and beliefs. These include statements concerning
operations, performance, financial condition, anticipated acquisitions and
anticipated growth. For this purpose, any statements contained in this Report or
the Form 10-KSB, Forms 10-QSB, Forms 8-K, and the Information Statement referred
to herein that are not statements of historical fact are forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may", "will", "would", "expect", "believe", "anticipate", "intend", "could",
"estimate", or "continue", or the negative or other variation thereof or
comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties,
which are beyond our company's control. Should one or more of these risks or
uncertainties materialize or should our company's underlying assumptions prove
incorrect, actual outcomes and results could differ materially from those
indicated in the forward-looking statements.

The information in this Report is qualified in its entirety by reference to the
entire Report; consequently, this Report must be read in its entirety.
Information may not be considered or quoted out of context or without
referencing other information contained in this Report necessary to make the
information considered, not misleading.

                                       2
<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
                              Report on Form 10-KSB
                   For the Fiscal Year Ended December 31, 2003

                                TABLE OF CONTENTS

                                                                            PAGE
                                     PART I

Item 1.   Description of Business..............................................1
Item 2.   Description of Property.............................................13
Item 3.   Legal Proceedings...................................................13
Item 4.   Submission of Matters to Vote of Security Holders...................13

                                     PART II

Item 5.   Market for Common Equity and Related Stockholder Matters............14
Item 6.   Management's Discussion and Analysis................................14
Item 7.   Financial Statements................................................17
Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure............................................29

                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons........30
Item 10.  Executive Compensation..............................................31
Item 11.  Security Ownership of Certain Beneficial Owners And Management......32
Item 12.  Certain Relationships and Related Transactions......................33

                                     PART IV

Item 13.  Exhibits and Reports on Form 8-K....................................33
Item 14   Principal Accountant Fees and Services..............................34

Signatures    ................................................................36

                                       3
<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL INFORMATION ABOUT AMERICAN CAPITAL PARTNERS LIMITED, INC.

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, while formulating a plan to improve it financial position.

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

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

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

A BDC:

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

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

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

                                       4
<PAGE>


     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.



RISK FACTORS

An investment in the securities of the Company involves extreme risks and the
possibility of the loss of a shareholder's entire investment. A prospective
investor should evaluate all information discussed in this Report and the risk
factors discussed below in relation to his financial circumstances before
investing in any securities of the Company.

1.   Going Concern Risk
     ------------------

We have had and could have losses, deficits and deficiencies in liquidity, which
could impair our ability to continue as a going concern.

In Note # 2 to our consolidated financial statements, our independent auditors
have indicated that certain factors raise substantial doubt about our ability to
continue as a going concern. 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.
During the years ended December 31, 2003 and 2002, the Company reported net
losses and negative cash flows from operations as follows:

                                             2003                   2002
                                          ----------               ------
      Net loss                            ($135,638)                 -0-


                                       5
<PAGE>


      Negative cash flows from operations  ($61,678)                 -0-


The Company's continuing negative operating results have produced a total
liabilities and shareholders deficiency of $138,322 at December 31, 2003. These
factors raise substantial doubt about the Company's ability to continue as a
going concern.

In the event that the Company completes its business plan and elects to become a
Business Development Company, below are some to the risk factors relating to an
investment in the Company.

We operate in a highly regulated environment.
Our operations are affected from time to time in varying degrees by political
developments and federal, state, provincial and local laws and regulations. In
particular, a business development company is defined and regulated by the 1940
Act and by Small Business Administration regulations and the securities and
exchange commissions. These laws or regulations may change.

Our quarterly and annual results could fluctuate significantly.
The Company's quarterly and annual operating results could fluctuate
significantly due to a number of factors. These factors include the small number
and range of values of the transactions that might be completed each quarter,
fluctuations in the values of our investments, the timing of the recognition of
unrealized gains and losses, the degree to which we encounter competition in our
markets, the volatility of the stock market and its impact on our unrealized
gains and losses, as well as other general economic conditions. As a result of
these factors, quarterly and annual results are not necessarily indicative of
the Company's performance in future quarters and years.

Our investment model is highly speculative in nature and we do not have a
history of investments using this model.
Our investment model is highly speculative since it involves making investments
primarily in new development stage companies. Furthermore, we have no historical
information upon which to judge whether or not the model is successful. We
cannot assure you that our investment model will be successful or that any of
our investments will be successful.

Our investments will be in development stage companies. Each of our investments
will be subject to a high degree of risk and we may lose all of our investment
if it is not successful.
We will invest primarily in development stage companies that meet our investment
model. Development stage companies are subject to all of the risks associated
with new businesses. We cannot assure you that any of our investments will be
successful. Our investments will be competing with larger, established
companies, with greater access to, capital and other resources. We may lose our
entire investment in any or all of our investments.

The securities we hold in our investments are subject to restriction on resale
and we may not be able to sell the securities we hold for amounts equal to their
recorded value, if at all.
Our investments will be private entities or thinly traded public companies and
we will acquire securities in our portfolio company in private transactions. As
a result, all of the securities we hold in our investments will be restricted
securities, as defined under the Securities Act of 1933, as amended and are
subject to restrictions on resale. Furthermore, we do not anticipate that a
highly liquid public market will exist for any of the securities we hold in our
investments. Therefore, we cannot assure you that we will be able to sell our
portfolio company securities for amounts equal to the values that we have
ascribed to them or at the time we desire to sell.


                                       6
<PAGE>


The values we place on our investments may not accurately reflect their future
value or the value that we will receive for them when we sell them.
As a general matter, restricted securities and securities without an active
trading market are more difficult to accurately value than unrestricted,
actively traded securities of public companies. Pursuant to the requirements of
the 1940 Act, the Board of Directors is responsible for determining in good
faith the fair value of our securities and assets for which market quotations
are not readily available. In making its determination, the Board of Directors
has considered valuation appraisals provided by an independent financial expert.
If we were required to sell any of such investments, there is no assurance that
the fair value, as determined by the Board of Directors, would be obtained. If
we were unable to obtain fair value for such investments, there would be an
adverse effect on our net asset value and on the price of our common stock.

Our business depends on key personnel.
We will rely and be substantially dependent upon, the continued services of our
management, principally our Chief Executive Officer and Chairman of the Board,
C. Frank Speight. Our management team is responsible for the review of potential
investments by and the provision of advice to our investments regarding the
acquisition of technologies and additional research and development. We also
depend upon our management's key contacts with universities, to maintain our
access to new technologies, and their relationships with companies in the
private sector in order to effectuate the sale of our subsidiaries.

Any transactions we engage in with affiliates may involve conflicts of interest.
The 1940 Act restricts transactions between the Company and any of its
affiliates, including its officers, directors or employees and principal
stockholders. In many cases, the 1940 Act prohibits transactions between such
persons and ourselves unless we first apply for and obtain an exemptive order
from the SEC. Delays and costs in obtaining necessary approvals may decrease or
even eliminate any profitability of such transactions or make it impracticable
or impossible to consummate such transactions. These affiliations could cause
circumstances that would require the SEC's approval in advance of proposed
transactions by us in investments. Further, depending upon the extent of our
management's influence and control with respect to such investments, the
selection of the affiliates of management to perform such services may not be a
disinterested decision, and the terms and conditions for the performance of such
services and the amount and terms of such compensation may not be determined at
arm's-length negotiations.

We have a limited amount of funds available for investment and, as a result, our
investments will lack diversification.
The Company must obtain financing in order to undertake this business plan and
to meet our obligations as they become due. Any additional debt or equity
financing may be dilutive to the interests of our stockholders. Such outside
financing must be provided from the sale of equity or third party financing.
Further, the sale of equity securities will dilute our existing stockholders'
interests, and borrowings from third parties could result in our assets being
pledged as collateral. Loan terms, which would increase our debt service
requirements, could restrict our operations. There is no assurance that the
Company can obtain financing on favorable terms.

Additionally, based on the amount of our existing available funds, it is
unlikely that we will be able to commit our funds to investments in, and the
acquisition of, securities of a large number of companies. We intend to continue
to operate as a non-diversified investment company within the meaning of the
1940 Act. Prospective investors should understand that our current investments
are not, and in the future may not be, substantially diversified. We will not be
able to achieve the same level of diversification as larger entities engaged in
similar venture capital activities. Therefore, our assets may be subject to
greater risk of loss than if they were more widely diversified, because the
failure of one or more of our limited number of investments could have a
material adverse effect on our financial condition and the price of our common
stock.

                                       7
<PAGE>


We are subject to government regulations because of our status as a business
development company.
We have elected to be treated as a BDC under the Small Business Incentive Act of
1980, which modified the 1940 Act. Although the Incentive Act relieves BDCs from
compliance with many of the provisions of the 1940 Act, the Incentive Act
imposes on BDCs greater restrictions on permitted types of investments.
Moreover, the applicable provisions of the 1940 Act impose numerous restrictions
on our activities, including restrictions on the nature of our investments and
transactions with affiliates. We cannot assure you that this legislation will be
interpreted or administratively implemented in a manner consistent with our
objectives and manner of operations. Upon approval of a majority of our
stockholders, we may elect to withdraw our status as a BDC. If we elect to
withdraw our election, or if we otherwise fail to qualify as a BDC, we may be
subject to substantially greater regulation under the 1940 Act. Compliance with
such regulations would significantly increase our costs of doing business.

We have a limited operating history upon which you can assess our prospects and
we are subject to the risks associated with any new business.
As a result of our short history of operations, we have only consummated
transactions with a very small number of companies. Therefore, there is little
historical information regarding our operations upon which you can base your
investment decision. In addition, we are subject to all of the business risks
and uncertainties associated with any new business enterprise. We cannot assure
you that our investment objective will be attained.

Our management has limited experience operating a business development company.
The members of our management have been engaged in the operation of our business
for a short period of time and so have limited experience. Furthermore, we have
not yet commenced operations as a business development company and so our
directors and executive officers have only had experience operating a business
development company..

We may be dependent upon the availability of additional financings.
Due to the nature of our business and the illiquid nature of many of our
investments, raising additional capital in today's economy may be difficult, if
it becomes necessary. Due to economic conditions, we may not be able to secure
additional financing at all or on terms we deem acceptable. If we obtain
additional funds by selling any of our equity securities, the percentage
ownership of our stockholders will be reduced, stockholders may experience
additional dilution, or the equity securities may have rights, preferences or
privileges senior to the common stock. If we obtain additional funds by selling
our investments, there can be no assurance that we will be able to negotiate a
favorable price for those investments or that the loss of those investments will
not affect our future business prospects. If adequate funds are not available to
us or available to us on satisfactory terms, we may be required to further limit
our marketing, research and development activities, or other operations, or
otherwise modify our business strategy.

Our market price may fluctuate.
The market price of the Company's common stock has fluctuated significantly
since it began to be publicly traded in 1999 and may continue to be highly
volatile. Factors such as the ability of the Company to achieve development
goals, ability of the Company to profitably complete projects, the ability of
the Company to raise additional funds, general market conditions and other
factors affecting the Company's business that are beyond the Company's control
may cause significant fluctuations in the market price of the Company's common
stock. The market prices of the stock of many BDC's have fluctuated
substantially, often unrelated to the operating and performance of the specific
companies. Such market fluctuations could adversely affect the market price for
the Company's common stock.

                                       8
<PAGE>


RECENT FINANCING AND SALE OF UNREGISTERED SECURITIES
None.

EMPLOYEES
As of December 31, 2003, ACP has 2 full-time employees, including executive
officers, non- executive officers, secretarial and clerical personnel and field
personnel.

ITEM 2. DESCRIPTION OF PROPERTY
-------------------------------

As of December 31, 2003, the address for the corporate offices at 319 Clematis
Street, Suite 211, West Palm Beach, FL 33401. The 1650 square foot office space
is rented at a cost of $1500 per month

ITEM 3. 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 attorney's 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 Corp. in the District Court of
Clark County, Nevada for claims of $10,000.

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

None.

                                       9
<PAGE>


                                     PART II
                                     -------

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
        ----------------------------------------------------------------

As of December 31, 2003, ACP had 66,836,107 shares of common stock and had
approximately 60 certificate stockholders of record.

The following table sets forth certain information as to the high and low bid
quotations quoted on the OTC Bulletin Board for 2002 and 2003. Information with
respect to over-the-counter bid quotations represents prices between dealers,
does not include retail mark-ups, mark-downs or commissions, and may not
necessarily represent actual transactions.

The Company's common stock, par value $0.001 per share (the "Common Stock"), is
traded on the Over the Counter Bulletin Board ("OTCBB") under the symbol "APRP".

There was active trading market for the Common Stock in the year 2001. The
Company's Common Stock commenced trading on January 5, 2001.

                                     Period           High                Low
                                     ------          ------              -----
                                      2001
First Quarter                                         0.875              0.100
Second Quarter                                        0.430              0.065
Third Quarter                                         0.150              0.030
Fourth Quarter                                        0.220              0.031

                                      2002

First Quarter                                         0.120              0.030
Second Quarter                                        0.040              0.010
Third Quarter                                         0.031              0.010
Fourth Quarter                                        0.030              0.010

                                      2003

First Quarter                                         0.020              0.007
Second Quarter                                        0.007              0.004
Third Quarter                                         0.025              0.004
Fourth Quarter                                        0.010              0.010

                                      2004

First Quarter                                         12.57               3.00
Second Quarter                                         3.00               2.00

Our common stock is now reported on the "pink sheets" under the symbol APRJ. The
bid price of our common stock was $2.00 per share on September 23, 2004.

                                       10
<PAGE>

<TABLE>
<CAPTION>
<S>                            <C>                         <C>                       <C>
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

-------------------------------------------------------------------------------------------------------------
                                Number of Securities to be   Weighted-average price   Number of Securities
                                issued upon exercise         of outstanding options   remaining available for
                                of outstanding options,      warrants and rights      future issuance under
                                warrants and rights                                   equity compensation
                                                                                      plans(excluding
                                                                                      securities reflected in
                                                                                      column (a))
-------------------------------------------------------------------------------------------------------------
                                (a)                          (b)                      (c)
-------------------------------------------------------------------------------------------------------------
Equity compensation plans       -0-                          -0-                      -0-
approved by security holders
-------------------------------------------------------------------------------------------------------------
Equity compensation plans not   -0-                          -0-                      -0-
approved by security holders
-------------------------------------------------------------------------------------------------------------
TOTAL                           -0-                          -0-                      -0-
-------------------------------------------------------------------------------------------------------------
</TABLE>

OUR TRANSFER AGENT IS:

INTERNATIONAL STOCK TRANSFER & TRUST
319 Clematis Street, Suite 211
West Palm Beach, FL  34401
Tel: (561) 366-9211

DIVIDENDS
We presently intend to retain future earnings to support our growth. The Company
has not paid cash dividends on its common stock and does not intend to pay any
cash dividend in the foreseeable future. Any payment of cash dividends in the
future will be dependent upon: the amount of funds legally available, our
earnings; financial condition; capital requirements; and other factors which our
Board of Directors deems relevant.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following is a discussion of our financial condition, results of operations,
liquidity and capital resources. This discussion should be read in conjunction
with our Consolidated Financial Statements and the notes thereto included
elsewhere in this Form 10-KSB.

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.

                                       11
<PAGE>


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.

Until September of 2002, American Products manufactured and marketed consumer
electronic products that targeted the home health and safety markets. However,
sales from these products were not sufficient to enable the company to continue
operations and the Company ceased manufacturing and marketing consumer
electronic products in September, 2002 and operated as a development stage
company, while formulating a plan to improve it financial position. In the first
step of the plan, the Company acquired American Capital Partners Limited, Inc.
and elected to be a Business Development Corporation.

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. During the year ended December 31,
2003 and 2002, the Company reported net losses of ($135,638) and $0.00
respectively.

RESULTS OF OPERATIONS

In October of 2002, the Company recognized 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

                                       12
<PAGE>


Currently, there are no assets in the Company. In the fourth quarter of 2002,
the office was closed and the furniture and equipment reflected on the September
30, 2002 balance sheet were utilized by the former landlord to satisfy the
Company's rent obligation. All operations 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. As part of the effort to
satisfy the obligations of the Company, officers of the company returned the
Series A Preferred Stock that they had received on February 8, 2002 and
cancelled all obligations of the company to the officers, including accrued
salary and notes payables.

                         PERIOD ENDED DECEMBER 31, 2004
                   COMPARED TO PERIOD ENDED DECEMBER 31, 2003

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

General and administrative expenses. General and administrative expenses
increased from $0 for the period months ended December 31, 2003 to $75,048 for
the period ended December 31, 2004, an increase of $75,048. The increase is
primarily due to increased startup costs.

Net Loss. Net loss increased from $0 for the period ended December 31, 2003 to
net loss of $75,398 for the period ended December 31, 2004, an increase $75,398.
The increase is due to the increase in startup costs.

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

Cash. Cash increased from $0 at December 31, 2003 to $38,322 at December 31,
2004, an increase of $38,322.

Discount on convertible debentures, net - Discount on convertible debentures,
net increased from $0 at December 31, 2003 to $99,130 at December 31, 2004, an
increase of $99,130.

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

Accounts payable and accrued expenses. Accounts payable and accrued expenses
increased from $0 at December 31, 2003 to $210,230 at December 31, 2004, an
increase of $210,230.

Convertible debt - Convertible debt increased from $0 at December 31, 2003 to
$100,000 at December 31, 2004, an increase of $100,000.

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.

                                       13
<PAGE>



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. See "Item 1. Description of Business -
Risk Factors"

Off Balance Sheet Arrangement

During the year ended December 31, 2003, the Company had no off balance sheet
arrangements.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure controls and procedures. Our chief 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.

                                       14
<PAGE>


ITEM 7. FINANCIAL STATEMENTS

                     AMERICAN CAPITAL PARTNERS LIMITED, INC

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


                                TABLE OF CONTENTS


                                                                         Page

Report of Independent Registered Public Accounting Firm                   16

Consolidated Balance Sheets                                               17

Consolidated Statements of Operations                                     18

Consolidated Statements of Shareholders' Deficiency                       19

Consolidated Statements of Cash Flows                                     20

Notes to Consolidated Financial Statements                                21


                                       15
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
American Capital Partners Limited, Inc.

We have audited the accompanying consolidated balance sheet of American Capital
Partners Limited, Inc as of December 31, 2003 and the related statements of
operations, changes in shareholders' deficiency, and cash flows for the year
ended December 31, 2003. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The consolidated
financial statements of American Capital Partners Limited, Inc. as of and for
the year ended December 31, 2002 were audited by other auditors whose report
dated March 3, 2003, on those statements included an explanatory paragraph that
described the consolidated financial statements were prepared assuming that the
Company will continue as a going concern and those statements did not include
any adjustments resulting from that uncertainty.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of American Capital
Partners Limited, Inc. as of December 31, 2003 and the results of its operations
and its cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

These consolidated financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has operating and liquidity concerns, has
incurred an accumulated deficit of approximately $132,000 through the period
ended December 31, 2003, and current liabilities exceeded current assets by
approximately $172,000 at December 31, 2003. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans as to these matters are also described in Note 2. The consolidated
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of these
uncertainties.

JEWETT, SCHWARTZ & ASSOCIATES
Hollywood, Florida
July 28, 2004

                                       16
<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
                           CONSOLIDATED BALANCE SHEET

                                                                    December 31,
                                                                        2003
                                                                    ------------
            ASSETS

Current Assets:
        Cash and cash equivalents                                   $   38,322
                                                                    ------------

            Total Current Assets                                        38,322

DISCOUNT ON CONVERTIBLE DEBT, NET                                       99,130
                                                                    ------------

            Total Assets                                            $  137,452
                                                                    ============


LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current Liabilities:
        Accounts payable and accrued expenses                       $  210,230
                                                                    ------------

            Total Current Liabilities                                  210,230

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

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

COMMITMENTS AND CONTINGENCIES (See Note 8)

Shareholders' Deficiency:
Common stock, $.001 par value, 150,000,000 shares
 authorized; 111,393 shares issued and outstanding                         111
Additional paid-in capital                                             (41,077)
Accumulated deficit                                                   (131,812)
                                                                    ------------

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

Total Liabilities and Shareholders' Deficiency                      $  137,452
                                                                    ============

                                       17
<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                     Year Ended                    Year Ended
                                    December 31,                  December 31,
                                        2003                           2002
                                    ------------                  ------------

REVENUES                            $         -                   $         -
COST OF REVENUES                              -                             -
                                    ------------                  ------------

GROSS PROFIT                                  -                             -

General and administrative expenses      75,048                             -
                                    ------------                  ------------

Operating loss                           75,048                             -

OTHER INCOME (EXPENSES)
Interest expense                            350                             -
                                    ------------                  ------------


NET LOSS                            $    75,398                   $         -
                                    ============                  ============

Weighted average number of shares
 outstanding - basic and diluted         73,089                        83,333
                                    ============                  ============

Net loss per weighted average share
 outstanding - basic and diluted    $      1.03                   $         -
                                    ============                  ============

                                       18
<PAGE>


<TABLE>
<CAPTION>
<S>                                                              <C>       <C>      <C>             <C>        <C>
                                        AMERICAN CAPITAL PARTNERS LIMITED, INC.
                             CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIENCY

                                                                    Common Stock
                                                                 ------------------                                    Total
                                                                                       Additional     Accumulated   Shareholders'
                                                                  Shares    Amount  Paid-in Capital     Deficit      Deficiency
                                                                 ---------  ------- ---------------- ------------- ---------------

Balance at December 31, 2001                                       83,333   $   83  $            17   $      (100)  $           -

Net loss                                                                -        -                -             -               -
                                                                 ---------  ------- ---------------- ------------- ---------------

Balance at December 31, 2002                                       83,333   $   83  $            17   $      (100)  $           -

Deemed issuance of common stock at par value                       35,690       36              (36)            -               -

Recapitalization                                                        -        -          (41,066)      (56,314)        (97,380)

Cancellation of common stock at par value                          (7,630)      (8)               8             -               -

Net loss                                                                -        -                -       (75,398)        (75,398)
                                                                 ---------  ------- ---------------- ------------- ---------------

Balance at December 31, 2003                                      111,393   $  111  $       (41,077) $   (131,812) $     (172,778)
                                                                 =========  ======= ================ ============= ===============
</TABLE>

                                       19
<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
                            STATEMENTS OF CASH FLOWS


                                                   Year Ended       Year Ended
                                                   December 31,     December 31,
                                                      2003             2002
                                                  ------------     -------------


CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                        $    75,398      $          -
  Adjustments to reconcile net loss to net
   cash provided (used) by operating activities:
      Amortization of discount on convertible debt        870                 -
  Changes in operating assets and liabilities:
      Discount on convertible debt                   (100,000)
      Accounts payable and accrued expenses           (37,946)                -
                                                  ------------     -------------

Net cash flows used by operating activities           (61,678)                -
                                                  ------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by investing activities                   -                 -
                                                  ------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from the issuance of convertible debt      100,000                 -
                                                  ------------     -------------

Net cash provided by investing activities             100,000                 -
                                                  ------------     -------------

Change in cash                                         38,322                 -
Cash - Beginning of period                                  -                 -
                                                  ------------     -------------

Cash - End of period                              $    38,322      $          -
                                                  ============     =============

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Extinguishment of amount due to related party       172,645                 -
  Discount on Convertible Debt                        100,000                 -
                                                  ------------     -------------

Total non-cash investing and financing activities $   272,645      $          -
                                                  ============     =============

SUPPLEMENTAL INFORMATION:

  Cash paid for interest                          $         -      $          -
                                                  ============     =============
  Cash paid for income taxes                      $         -      $          -
                                                  ============     =============

                                       20
<PAGE>


NOTE 1 - ORGANIZATION OF BUSINESS

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

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

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

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

NOTE 2 - GOING CONCERN

These financial statements have been prepared assuming that the Company will
continue as a going concern. However, the Company has operating and liquidity
concerns, has incurred an accumulated deficit of approximately $132,000 through
the period ended and current liabilities exceeded current assets by
approximately $172,000 at December 31, 2003. The Company's independent
registered public accountants included a "going concern" paragraph in their
audit report accompanying these consolidated financial statements that cautions
users of the statements that the Company needs to seek new sources or methods of
financing or revenue to pursue its business strategy. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. The Company anticipates that future revenue will be sufficient
to cover certain operating expenditures, and, in the interim, will continue to
pursue additional capital investment. However, there can be no assurance that
the Company will be able to successfully acquire the necessary capital
investment or revenue to continue their on-going efforts and continue
operations. These factors, among others, create an uncertainty about the
Company's ability to continue as a going concern.

                                       21
<PAGE>


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

Cash and Cash Equivalents
-------------------------

The Company considers all highly liquid debt securities purchased with original
or remaining maturities of three months or less to be cash equivalents. The
carrying value of cash equivalents approximates fair value.

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

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

Fair value of Financial Instruments
-----------------------------------

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2003. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash and
cash equivalents, accounts payable and accrued expenses. Fair values were
assumed to approximate carrying values for cash and cash equivalents, accounts
payable and accrued expenses because they are short term in nature and their
carrying amounts approximate fair values or they are payable on demand.

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

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

                                       22
<PAGE>

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

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

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

The Company recognizes revenues in accordance with the guidance in the
Securities and Exchange Commission Staff Accounting Bulletin 104. Revenue is
recognized when persuasive evidence of an arrangement exists, as services are
provided over the term of a service contract, and when collection of the fixed
or determinable selling price is reasonable assured. During 2003, no revenue was
recognized.

Advertising Costs
-----------------

The Company expenses all costs of advertising as incurred. There were no
advertising costs included in general and administrative expenses for the year
ended December 31, 2003.

Loss Per Share
--------------

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

Recent Accounting Pronouncements
--------------------------------

The Financial Accounting Standards Board has recently issued several new
accounting pronouncements which may apply to the Company.

Statement No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
of FASB Statement No. 13, and Technical Corrections," updates, clarifies, and
simplifies existing accounting pronouncements. Statement No. 145 rescinds
Statement 4, which required all gains and losses from extinguishment of debt to
be aggregated and, if material, classified as an extraordinary item, net of
related income tax effect. As a result, the criteria in Opinion 30 will now be
used to classify those gains and losses. Statement 64 amended Statement 4, and
is no longer necessary because Statement 4 has been rescinded. Statement 44 was
issued to establish accounting requirements for the effects of transition to the
provisions of the motor Carrier Act of 1980. Because the transaction has been
completed, Statement 44 is no longer necessary. Statement 145 amends Statement
13 to require that certain lease modifications that have economic effects
similar to sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. This amendment is consistent with FASB's goal
requiring similar accounting treatment for transaction that have similar
economic effects. This statement is effective for fiscal years beginning after
May 15, 2002. The adoption of SFAS No. 145 is not expected to have a material
impact on the Company's financial position, results of operations or liquidity.

                                       23
<PAGE>


Statement No. 146, "Accounting for Exit or Disposal Activities" ("SFAS 146")
addresses the recognition, measurement, and reporting of cost that are
associated with exit and disposal activities that are currently accounted for
pursuant to the guidelines set forth in EITF 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to exit an Activity
(including Certain Cost Incurred in a Restructuring)," cost related to
terminating a contract that is not a capital lease and one-time benefit
arrangements received by employees who are involuntarily terminated - nullifying
the guidance under EITF 94-3. Under SFAS 146, the cost associated with an exit
or disposal activity is recognized in the periods in which it is incurred rather
than at the date the Company committed to the exit plan. This statement is
effective for exit or disposal activities initiated after December 31, 2002 with
earlier application encouraged. The adoption of SFAS 146 did not expect to have
a material impact on the Company's financial position, results of operations or
liquidity.

Statement No. 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure", amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation." In response to a growing number of companies announcing plans to
record expenses for the fair value of stock options, Statement 148 provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition,
Statement 148 amends the disclosure requirements of Statement 123 to require
more prominent and more frequent disclosures in financial statements about the
effects of stock-based compensation. The Statement also improves the timeliness
of those disclosures by requiring that this information be included in interim
as well as annual financial statements. In the past, companies were required to
make pro forma disclosures only in annual financial statements. The transition
guidance and annual disclosure provisions of Statement 148 are effective for
fiscal years ending after December 15, 2002, with earlier application permitted
in certain circumstances. The interim disclosure provisions are effective for
financial reports containing financial statements for interim periods beginning
after December 15, 2002. The Company adopted the disclosure provisions of
Statement 148 for the year ended December 31, 2002, but will continue to use the
method under APB 25 in accounting for stock options. The adoption of the
disclosure provisions of Statement 148 did not have a material impact on the
Company's financial position, results of operations or liquidity.

In January 2003, the FASB issued Interpretation No. 46 ("Consolidation of
Variable Interest Entities"). The interpretation defines a variable interest
entity as corporation, partnership, trust or any other legal structure used for
business purposes that either (a) does not have equity investors with voting
rights nor (b) has equity investors that do not provide sufficient financial
resources for the equity to support its activities. A variable interest entity
often holds financial assets, including loans or receivables, real estate or
other property. A variable interest entity may be essentially passive or it may
engage in research and development or other activities on behalf of another
company. This interpretation requires 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 entitled to receive a
majority of the entity's residual returns or both. The Company would have to
consolidate any of its variable interest entities that meet the above criteria
as of July 1, 2003. The interpretation also requires disclosures about variable
interest entities that the company is not required to consolidate but in which
it has a significant variable interest. Management is in the process of
determining if its interests in unconsolidated entities qualify as variable
interest entities and, if so, whether the assets, liabilities, non-controlling
interest, and results of activities are required to be included in the Company's
consolidated financial statements.

                                       24
<PAGE>


In May 2003, the FASB issued Statement No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. The
Statement requires that an issuer classify a financial instrument that is within
its scope as a liability (or an asset in some circumstances). Many of those
instruments were previously classified as equity. The Company is currently
classifying financial instruments within the scope of this Statement in
accordance with this Statement. This Statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. Management does not believe that this Statement will have a material
impact on the Company's financial statements.

NOTE 4 - CONVERTIBLE DEBT

In December 2003, the Company issued two 5-year 8% Convertible Debentures
("Debentures") each in the principal amount of $50,000, to two incorporated
shareholders for the sole purpose of funding ongoing operations. The Debentures
are convertible upon issuance into shares of common stock at the option of the
shareholders. The number of shares of common stock issuable upon a conversion
shall be determined by the quotient obtained by dividing the outstanding
principal amount of the Debentures to be converted by one-half the average
closing market price of the shares. The holders agree that on December 15, 2008,
they shall elect to convert the outstanding principal and interest to equity.
The Debentures pay interest to the holders on the aggregate unconverted and then
outstanding principal amount of the Debentures, payable in cash or equivalent
shares of common stock at an interest rate of 8% per annum, payable on each
Conversion Date, as defined. Interest expense of $350 was recorded during 2003.

The company recorded a Discount on Convertible Debt ("Discount") of $100,000 for
the value of a beneficial conversion feature inherent in the Debentures to be
amortized as interest expense over a 5-year period. Amortization of the Discount
was recorded as interest expense in the accompanying statement of operations
during 2003.

The Discount, net of amortization consists of the following as of December 31,
2003:

            Discount on Convertible Debt                            $ 100,000

            Amortization of interest expense                            ( 870)
                                                                    ----------

                                       25
<PAGE>


            Discount on Convertible Debt, net                       $  99,130
                                                                    ----------

NOTE 5 -INCOME TAXES

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

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

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

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

            Net operating loss carryforward                          $ 30,000

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

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

There was no income tax expense incurred during 2002 and 2003.

NOTE 6 - RELATED PARTY TRANSACTIONS
Extinguishment of Amount Due to Related Party
---------------------------------------------

Effective during 2003 and in conjunction with the recapitalization transaction,
a shareholder of Products Corp agreed to release the Company from any
obligations, claims and disputes, as defined. Under the terms of this agreement,
an amount of $172,645 due to such shareholder was released from obligation and
recorded as additional paid-in capital in the accompanying consolidated balance
sheet as of December 31, 2003.

NOTE 7 - SHAREHOLDERS' DEFICIENCY

Reverse Merger
--------------

On October 28, 2003, ACP tendered all its issued and outstanding shares in
exchange for Products Corp issuing 83,333 post reverse-split shares or 70% of
its common stock. Pursuant to the Agreement, the former shareholders of ACP
controlled Products Corp through control of the common stock immediately upon
conclusion of the exchange of shares and this transaction was accounted for as
recapitalization of ACP. The post-merger entity reflects the assets and
liabilities of both entities at historical cost, the historical operations of
ACP and the operations of Products Corp subsequent to the date of the
recapitalization. In addition, the pre-merger shareholders of Products Corp were
deemed to be issued 35,690 common shares of the Company.

                                       26
<PAGE>

Quasi reorganization
--------------------

As of October 28, 2003, the Company had disposed of all of its operating assets
and was in the process of settling all of its outstanding liabilities and
seeking a merger partner. Accordingly, the Company has changed its business
focus. The Board of Directors elected to restate the balance sheet as a
"quasi-reorganization". In a quasi-reorganization, the accumulated deficit in
retained earnings is eliminated by charging it to additional paid-in capital but
only to the extent of such additional paid-in capital. In effect, this gives the
balance sheet a "fresh-start".

Cancellation of Common Shares
-----------------------------

In December 2003, common stock held by a shareholder and former officer of the
Company totaling 7,630 shares were cancelled and no additional shares were
issued.

See Note 9 - Subsequent Events

NOTE 8 - COMMITMENTS AND CONTINGENCIES

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

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

o    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. On April 9, 2002 a
     default judgment was entered against American IR Technologies in the amount
     of $21,542 plus penalties, interest and fees.

o    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 $10,527 plus interest and
     fees.

o    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 as well as any accrued or accruing interest, court
     costs, attorneys' fees and expenses.

                                       27
<PAGE>


o    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 $13,192 on February 6,
     2002.

o    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 an amount of $5,441 plus interest and reasonable
     attorney's fees.

NOTE 9 - SUBSEQUENT EVENTS

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

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


                                       28
<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

CFO Advantage, Inc. audited the financial statements of the Company for the year
ended December 31, 2002 and the related statements of operations, stockholders'
deficit and cash flows for the year then ended and reviewed the subsequent
interim periods thereof. The report of CFO Advantage on such financial
statements, dated, March 8, 2004 did not contain and adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles. Our Board of Directors approved the dismissal of
CFO Advantage on April 27, 2004. The Company subsequently engaged Jewett,
Schwartz and Associates as the Company's successor independent auditor.

Jewett, Schwartz and Associates, Certified Public Accountants, were appointed by
the Company on April 27, 2004 to audit our financial statements for the fiscal
year ended December 31, 2003. During our two most recent fiscal years and the
subsequent interim periods preceding their appointment as independent
accountants, neither the Company nor anyone on its behalf consulted Jewett,
Schwartz and Associates regarding either the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered of the Company's consolidated financial
statements, nor has Jewett, Schwartz and Associates provided to the Company a
written report or oral advice regarding such principles or audit opinion.

During our two most recent fiscal years and any subsequent interim period
preceding the date of dismissal, there were no disagreements between CFO
Advantage, Inc. and the Company, whether resolved or not resolved, on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved, would have caused them to
make reference to the subject matter of the disagreement in connection with
their report; and there were no "reportable events" as defined in Item 304 (a)
(1)(iv)(B) of the Securities and Exchange Commission's Regulation S-B.

We have provided CFO Advantage, Inc. with a copy of the revised disclosures
provided under this caption of this Report, and advised them to provide us with
a letter addressed to the Securities Exchange Commission as to whether it agrees
or disagrees with the disclosures made herein. Their response, pursuant to Item
304(a)(3) of Regulation S-B, is filed with the Form 8-K/A as Exhibit 16.1.


Item 8A - Controls and Procedures

     The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on an evaluation conducted within 90 days prior to the filing
date of this Annual Report on Form 10-KSB, that the Company's disclosure
controls and procedures have functioned effectively so as to provide those
officers the information necessary whether:

     (i) this Annual Report on Form 10-KSB contains any untrue statement of a
material fact or omits 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 this Annual Report on Form
10-KSB, and

     (ii) the financial statements, and other financial information included in
this Annual Report on Form 10-KSB, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the periods presented in this Annual Report on Form 10-KSB.

                                       29
<PAGE>


     There have been no significant changes in the Company's internal controls
or in other factors since the date of the Chief Executive Officer's and Chief
Financial Officer's evaluation that could significantly affect these internal
controls, including any corrective actions with regards to significant
deficiencies and material weaknesses.


                                    PART III


ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, AND CONTROL PERSONS; COMPLIANCE WITH
        SECTION 16(a) OF THE EXCHANGE ACT

The directors and officers of the Company, as of December 31, 2003, are set
forth below. The directors hold office for their respective term and until their
successors are duly elected and qualified. The officers serve at the will of the
Board of Directors. Directors and Executive Officers The name, age, position and
date of appointment of our directors and executive officers as of December 31,
2003 are as follows:


Name               Age   Position(s) with Company
----------------   ---   ------------------------
C. Frank Speight   44    Principal Executive Officer and Director
Timothy Ellis      36    Principal Financial and Accounting Officer and Director

C. Frank Speight - Principal Executive Officer and Director
Mr. Speight has been active in Investment Banking Consultancy for 13 years. He
has an earned BA in International Business from the Universality of South
Florida (Tampa, FL), and an earned Masters from Emory University (Atlanta, GA).
He was the Chairman and President of Dunhill Capital, Inc. until April 10, 2004.
Mr. Speight has been involved in numerous capitalizations for existing public
companies, and the facilitation of numerous private companies into the public
sector. Mr. Speight is the principal executive officer of American Capital
Partners Limited, Inc., a publicly traded food services company. He has served
as Chairman/President/CEO of publicly traded companies in the telecommunications
and financial services market sectors. In addition, he has participated in the
management of several equity funds representing over $700 Million (USD) in
assets.

Tim Ellis - Principal Financial and Accounting Officer and Director
Mr. Ellis has been active in Investment Banking Consultancy & Corporate
financing for 14 years. Mr. Ellis has served as Secretary / Treasurer for a
Publicly Traded telecommunications company, with offices in the USA & Australia.
From December 1996 through the present time, Mr. Ellis has served as senior
staff consultant for Dunhill Capital, Inc. Mr. Ellis reviews and refines
business plans, prepares financial projections, structures capital placements,
and manages an in-house research team specializing in Securities & Exchange
Commission filings. Mr. Ellis served as a financial consultant for several
investment houses in the UK resulting in extensive experience in the placement
of commercial funding, and mergers & acquisitions

ITEM 401(E)

The Company currently does not have an audit committee.

                                       30
<PAGE>

Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") requires the Company's officers, directors and persons who own more than
10% of the Company's Common Stock to file reports of ownership and changes in
ownership with the SEC and the National Association of Securities Dealers, Inc.
Officers, directors and greater than 10% stockholders are required by regulation
to furnish the Company with copies of all forms they file pursuant to Section
16(a) of the Exchange Act.

To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required during the fiscal year ended December 31, 2000, its officers, directors
and greater than ten percent beneficial owners complied with all Section 16(a)
filing requirements.


The Company has adopted a code of ethics for its Principal Executive and Senior
Financial Officers, which is attached hereto as Exhibit 14.1

ITEM 10. EXECUTIVE COMPENSATION

The following table discloses compensation paid during the fiscal year ended
December 31, 2003 to (i) the Company's Chief Executive Officer, and (ii)
individual(s) who were the only executive officers, other than the Chief
Executive Officer, serving as executive officers at the end of 2003 whose total
salary and bonus exceeded $100,000 (the "Named Executive Officers").
<TABLE>
<CAPTION>
<S>                <C>   <C>      <C>    <C>           <C>        <C>          <C>      <C>
SUMMARY COMPENSATION TABLE

                     Annual Compensation                   Long Term Compensation
                     -------------------  -----------------------------------------------------------
                                             Awards       Payouts
                                          ------------  ----------
Name and             Year  Salary  Bonus  Other Annual  Restricted  Securities   LTIP      All Other
Principal Position          ($)     ($)   Compensation    Stock     Underlying  Payouts  Compensation
                                          Award(s) ($)   Options/      ($)
                                                         SARs (#)
-------------------- ----  ------  -----  ------------  ----------  ----------  -------  ------------
C. Frank Speight     2000   N/A     N/A        N/A          N/A         N/A       N/A
Principal Executive  2001   N/A     N/A        N/A          N/A         N/A       N/A
Officer And Director 2002   N/A     N/A        N/A          N/A         N/A       N/A
                     2003   -0-     -0-        -0-          -0-         -0-       -0-
-------------------- ----  ------  -----  ------------  ----------  ----------  -------  ------------
Timothy Ellis        2000   N/A     N/A        N/A          N/A         N/A       N/A
Principal Financial  2001   N/A     N/A        N/A          N/A         N/A       N/A
And Accounting       2002   N/A     N/A        N/A          N/A         N/A       N/A
Officer And          2003   -0-     -0-        -0-          -0-         -0-       -0-
Director
-------------------- ----  ------  -----  ------------  ----------  ----------  -------  ------------

No Stock Options were granted in 2003.
</TABLE>

                                       31
<PAGE>


<TABLE>
<CAPTION>
<S>             <C>          <C>            <C>       <C>          <C>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR:

                   Individual Grants
------------------------------------------------------------  ------------------
Name               Number of   Percent of    Exercise   Expiration  Grant Date Present
                  Securities      Total      of Base       Date          Value ($)
                  Underlying    Options /     Price
                   Options/       SARs        ($/sh)
                     SARs      Granted to
                    Granted     Employees
                      (#)       in Fiscal
                                   Year
----------------- ----------   ----------    --------   ----------  ------------------
C. Frank Speight     -0-          -0-           -0-        -0-              -0-
----------------- ----------   ----------    --------   ----------  ------------------
Timothy Ellis        -0-          -0-           -0-        -0-              -0-
----------------- ----------   ----------    --------   ----------  ------------------
</TABLE>

<TABLE>
<CAPTION>
<S>             <C>           <C>               <C>              <C>
---------------- ------------  --------------   ---------------   ---------------
Name             Shares        Value Realized   Number of         Value of
                 Acquired on   ($)              Securities        Unexercised In-
                 Exercise (#)                   Underlying        The-Money
                                                Unexercised       Options/SARs
                                                Options / SARs    At Fiscal Year-
                                                At Fiscal Year-   End ($)
                                                End (#)           Exercisable /
                                                Exercisable /     Unexercisable
                                                Unexercisable
---------------- ------------  --------------   ---------------   ---------------
C. Frank Speight     -0-            -0-               -0-               -0-
---------------- ------------  --------------   ---------------   ---------------
Timothy Ellis        -0-            -0-               -0-               -0-
---------------- ------------  --------------   ---------------   ---------------
</TABLE>

EMPLOYMENT AGREEMENTS
There are currently no employment agreements.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Based upon information received from the persons concerned, each person known to
us to be the beneficial owner of more than five percent of the outstanding
shares of our Common Stock, each director, each of our executive officers and
all of our directors and executive officers as a group, owned beneficially as of
December 31, 2003, the number and percentage of outstanding shares of our Common
Stock indicated in the following table:

                                       32
<PAGE>


Name and Address of         Title of  Amount and Nature    Percent of
Beneficial Owner            Class     of Beneficial Owner     Class
--------------------------  --------  -------------------  ----------
C. Frank Speight            Common               0                0%

Timothy Ellis               Common               0                0%

Dunhill Capital, Inc.       Common          41,667             37.4%

Morgan J. Wilbur IV         Common          33,333             29.9%

All Executive Officers and
Directors as a Group        Common               0                0%
(Two (2) persons)


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

C. Frank Speight, our Principal Executive Officer and Director, was the
President of Dunhill Capital, Inc. until March 15, 2004. Mr. Speight, directly
or indirectly through Dunhill Capital, Inc. has been involved in numerous
capitalizations for existing public companies, and the facilitation of numerous
private companies into the public sector, including the purchasing and selling
of controlling interest in public and private corporations. Mr. Speight intends
to use his expertise in this field and the relationship developed in this field,
in facilitating, analyzing, and investing in business opportunities on behalf of
the Company.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

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

    Exhibit 14.1 -- Code of Ethics

    Exhibit 31.1 -- Certification of Principal Executive Officer of American
                    Capital Partners Limited, Inc. required by Rule 13a - 14(1)
                    or Rule 15d - 14(a) of the Securities Exchange Act of 1934,
                    as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                    of 2002.

    Exhibit 31.2 -- Certification of Principal Financial and Accounting Officer
                    of American Capital Partners Limited, Inc. required by Rule
                    13a - 14(1) or Rule 15d - 14(a) of the Securities Exchange
                    Act of 1934, as adopted pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002.

    Exhibit 32.1 -- Certification of Principal Executive Officer of American
                    Capital Partners Limited, Inc. pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C.
                    63.

    Exhibit 32.2 -- Certification of Principal Financial and Accounting Officer
                    of American Capital Partners Limited, Inc. pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002 and Section
                    1350 of 18 U.S.C. 63.

                                       33
<PAGE>


(b) Reports on Form 8-K.

    None.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

CFO Advantage, L.L.P. billed us in the aggregate amount of $12,000 for
professional services rendered for their audit of our annual financial
statements for the year ended December 31, 2002 and billed us in the aggregate
amount of $5,190 for professional services rendered their reviews of the
financial statements included in our Forms 10-QSB for the year ended December
31, 2003.

Jewett Schwartz & Associates, L.L.P. billed us in the approximate amount of
$5,000 for professional services rendered for their audit of our annual
financial statements for the year ended December 31, 2003.

AUDIT-RELATED FEES

CFO Advantage, L.L.P. did not bill us for, nor perform professional services
rendered for assurance and related services that were reasonably related to the
performance of audit or review of the Company's financial statements for the
fiscal years ended December 31, 2003 and December 31, 2002.

Jewett Schwartz & Associates, L.L.P. did not bill us for, nor perform
professional services rendered for assurance and related services that were
reasonably related to the performance of audit or review of the Company's
financial statements for the fiscal years ended December 31, 2003 and December
31, 2002.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

For the fiscal years ended December 31, 2003 and December 31, 2002, CFO
Advantage, L.L.P. did not bill us for, nor perform, any financial information
systems design or implementation. For the fiscal years ended December 31, 2003
and December 31, 2002, we were not billed for professional services from any
other accounting firm for information systems design or implementation.

For the fiscal years ended December 31, 2003 and December 31, 2002, Jewett
Schwartz & Associates, L.L.P. did not bill us for, nor perform, any financial
information systems design or implementation. For the fiscal years ended
December 31, 2003 and December 31, 2002, we were not billed for professional
services from any other accounting firm for information systems design or
implementation

TAX FEES

CFO Advantage, L.L.P. did not bill us for nor perform any professional services
for tax related services for the fiscal years ended December 31, 2003 and
December 31, 2002, respectively.

Jewett Schwartz & Associates, L.L.P. did not bill us for nor perform any
professional services for tax related services for the fiscal years ended
December 31, 2003 and December 31, 2002, respectively.

ALL OTHER FEES

We were not billed for any other professional services for the fiscal year ended
December 31, 2003.

                                       34
<PAGE>


AUDITOR INDEPENDENCE

Our Board of Directors considers that the work done for us in the year ended
December 31, 2003 by Jewett Schwartz & Associates, L.L.P. is compatible with
maintaining Jewett Schwartz & Associates, L.L.P.'s independence.

AUDITOR'S TIME ON TASK

All of the work expended by Jewett Schwartz & Associates, L.L.P. on our December
31, 2003 audit was attributed to work performed by Jewett Schwartz & Associates,
L.L.P.'s full-time, permanent employees.



                                       35
<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-KSB to be signed on
its behalf by the undersigned, there unto duly authorized, in the City of West
Palm Beach, Florida, on September ____, 2004.

AMERICAN CAPITAL PARTNERS LIMITED, INC.


By: /s/ C. Frank Speight                                Date: September 23, 2004
   -----------------------------------------
    C. Frank Speight
    Principal Executive Officer and Director


Pursuant to the requirements of the Securities Exchange Act of 1933, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.


By: /s/ C. Frank Speight
------------------------------
C. Frank Speight, Principal
Executive Officer and Director
Date: September 23, 2004



By: /s/ Timothy Ellis
----------------------------------
Timothy Ellis, Principal Financial
and Accounting Officer and Director
Date:  September 23, 2004


                                       36