SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

                           Commission File # 000-31663

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

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   88-0440536
                      (IRS Employer Identification Number)

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

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

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

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

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

Documents Incorporated by Reference: None




                                       1
<PAGE>



                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
                                   FORM 10-QSB


                                Table of Contents

PART  I  -  FINANCIAL  INFORMATION

Item  1  -  Financial  Statements

Item  2  -  Management's  Discussion  or Plan of Operations

Item  3  -  Controls and Procedures


PART II  -  OTHER INFORMATION

Item  2  -  Changes  in  Securities

Item  6  -  Exhibits and Reports  on  Form  8-K

SIGNATURES








                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                     AMERICAN CAPITAL PARTNERS LIMITED, INC
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          June 30                   December 31,
                                                                            2004                        2003
                                                                   -----------------------     ------------------------
                                                                        (Unaudited)

ASSETS
Current Assets:
<S>                                                                  <C>                         <C>
          Cash and cash equivalents                                  $      69,164               $      38,322
                                                                   -----------------------     ------------------------

  Total Current Assets                                                      69,164                      38,322

FURNITURE AND EQUIPMENT, net                                                 4,866                             -
                                                                   -----------------------     ------------------------

Discount on Convertible Debt, net                                           89,130                      99,130
                                                                   -----------------------     ------------------------


Total Assets                                                          $    163,160                $    137,452
                                                                   =======================     ========================

LIABILITES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
           Accounts payable and accrued expenses                      $    226,123                $    210,230
                                                                    -----------------------     ------------------------

  Total Current Liabilities                                                226,123                     210,230

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

Total Liabilities                                                          326,123                     310,230
                                                                   -----------------------     ------------------------


Shareholders' Deficiency
Common stock, $.001 par value, 150,000,000 shares
  authorized, 111,393 isseud and outstanding, respectively                     111                         119
Additional paid-in capital                                                 (41,077)                    (41,085)
Accumulated deficit                                                      (121,997)                   (131,812)
                                                                   -----------------------     ------------------------

  Total Shareholders' Deficiency                                          (162,963)                   (172,778)
                                                                   -----------------------     ------------------------

Total Liabilities and Stockholders' Deficiency                        $    163,160                $    137,452
                                                                   =======================     ========================
</TABLE>



                                       3
<PAGE>



                     AMERICAN CAPITAL PARTNERS LIMITED, INC
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                             Three Months Ended       Six Months Ended
                                                                                  June 30,                June 30,
                                                                               2004      2003        2004        2003
                                                                         ----------- ----------- ----------- -----------
                                                                         (Unaudited) (Unaudited) (Unaudited) (Unaudited)

<S>                                                                        <C>               <C>   <C>               <C>
REVENUES, Net                                                              $177,661          $-    $279,448          $-
COST OF SALES                                                                     -           -           -           -
                                                                         ----------- ----------- ----------- -----------

GROSS PROFIT                                                                177,661           -     279,448           -
                                                                         ----------- ----------- ----------- -----------

OPERATING EXPENSES:
   General and administrative                                               144,241      10,000     201,892      10,000
   Professional fees                                                         23,459           -      53,741           -

                                                                         ----------- ----------- ----------- -----------
  TOTAL OPERATING EXPENSES                                                  167,700      10,000     255,633      10,000
                                                                         ----------- ----------- ----------- -----------

Operating Income/(loss)                                                       9,961     (10,000)     23,815     (10,000)

OTHER EXPENSES:
Interest expense                                                              7,000           -      14,000           -

                                                                         ----------- ----------- ----------- -----------
PRE-TAX INCOME/(LOSS)                                                         2,961     (10,000)      9,815     (10,000)

Provision for income taxes                                                        -           -           -           -
                                                                         ----------- ----------- ----------- -----------

</TABLE>

                                       4

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                          <C>       <C>           <C>       <C>
NET INCOME/(LOSS)                                                            $2,961    $(10,000)     $9,815    $(10,000)
                                                                         =========== =========== =========== ===========

Weighted average number of shares
  outstanding - basic and diluted                                           111,393  20,751,124     111,393  20,751,124
                                                                         =========== =========== =========== ===========

Net Income/(loss) per common share - basic and diluted                        $0.03    $(0.0005)      $0.09    $(0.0005)
                                                                         =========== =========== =========== ===========

</TABLE>


                                       5
<PAGE>



                             AMERICAN CAPITAL PARTNERS LIMITED, INC
                             CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                            Three Months Ended       Six Months Ended
                                                                                 June 30,                June 30,
                                                                              2004        2003        2004        2003
                                                                         ----------- ----------------------- -----------
                                                                         (Unaudited) (Unaudited) (Unaudited) (Unaudited)

CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                                          <C>       <C>           <C>       <C>
     Net income/(loss)                                                       $2,961    $(10,000)     $9,815    $(10,000)
     Adjustments to reconcile net loss to net
     cash provided:
     Amortization of Discount on Convertible Debentures                       5,000                  10,000
     Services received for stock                                                  -      10,000           -      10,000
                                                                         ----------- ----------------------- -----------

CHANGES IN OPERATING ASSETS AND
  LIABILITIES
    Increase in accounts payable and accrued expenses                        10,893           -      15,893           -
                                                                         ----------- ----------- ----------- -----------

  NET CASH FLOWS PROVIDED BY OPERATING
  ACTIVITIES:                                                                18,854           -      35,708           -
                                                                         ----------- ----------------------- -----------

CASH FLOWS FROM INVESTING
ACTIVITIES:
    Purchase of furniture and equipment                                      (3,070)          -      (4,866)          -
                                                                         ----------- ----------------------- -----------
  NET CASH USED BY INVESTING
  ACTIVITIES                                                                 (3,070)          -      (4,866)          -
                                                                         ----------- ----------------------- -----------


</TABLE>

                                       6
<PAGE>


<TABLE>
<CAPTION>


CASH FLOWS FROM FINANCING
<S>                                                                         <C>        <C>         <C>        <C>
ACTIVITIES                                                                        -           -           -           -
                                                                         ----------- ----------------------- -----------

Change in cash                                                               15,784           -      30,842           -
Cash - Beginning of period                                                  $53,380     $38,322     $38,322     $38,322
                                                                         ----------- ----------------------- -----------
Cash - End of period                                                        $69,164     $38,322     $69,164     $38,322
                                                                         =========== ======================= ===========

</TABLE>


                                       7
<PAGE>


NOTE 1 - ORGANIZATION OF BUSINESS

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

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

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

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.


                                       8
<PAGE>

Use of Estimates

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

Beneficial Conversion Feature in Debentures

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

Income Taxes

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

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

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

Earnings (Loss) Per Share

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

NOTE 4 - CONVERTIBLE DEBT


                                       9
<PAGE>

The company recorded a Discount on Convertible Debt ("Discount") of $100,000 for
the value of a beneficial conversion feature inherent in the Debentures to be
amortized as interest expense over a 5-year period. Amortization of the Discount
was recorded as interest expense in the accompanying statement of operations
during the three-month period ended June 30, 2004.

The Discount, net of amortization consists of the following as of June 30, 2004:

     Beginning Balance of Discount on Convertible Debt as
     of March 31, 2004                                              $ 94,130

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

     Discount on Convertible Debt, net                              $ 89,130
                                                                     -------

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.

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

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

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

     Net operating loss carryforward                                $ 30,000

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

     Net deferred tax asset                                           $ -
                                                                      ---


There was no income tax expense incurred during the three-month period ended
June 30, 2004.

     NOTE 6 - 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.


                                       10
<PAGE>


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

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

GENERAL

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

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

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

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

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

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


OVERVIEW

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

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

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

                                       11
<PAGE>

A BDC:

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

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

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

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

     C.   Satisfies one of the following:

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

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

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

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



                                       12
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEN 1. CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

GENERAL

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

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

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

Gross Revenues and Costs of Operations

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

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

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

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

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


                                       13
<PAGE>


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

Current Assets

Cash. Cash increased from $38,322 at December 31, 2003 to $53,380 at March 31,
2004, an increase of $15,058, primarily as a result of increase in consulting
income. Furniture and equipment, net. Furniture and equipment, net increased
from $0 at December 31, 2003 to $1,796 at March 31, 2004, an increase of $1,796.

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

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

Liabilities

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

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

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


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

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

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


                                       14
<PAGE>


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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

ITEM 3.  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

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

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



                                       15
<PAGE>


                           PART II - OTHER INFORMATION

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

     ITEM 2. CHANGES IN SECURITIES

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

     Item 6 - Exhibits and Reports on Form 8-K

     (a) Exhibits:
                                  EXHIBIT INDEX

                           Exhibit No. and Description



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

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

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

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

               (B) Reports on Form 8-K

               None

SIGNATURES

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

  AMERICAN CAPITAL PARTNERS LIMITED, INC.

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


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




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