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, 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)

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 [X] No [  ]

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, 2004:  $891,239.00.  Aggregate market value
of the voting common stock held by  non-affiliates of the registrant as of March
30,  2005 was  $90,982.  Number  of  shares  of the  registrant's  common  stock
outstanding as of March 30, 2005 was 111,393.

DOCUMENTS INCORPORATED BY REFERENCE

The  information  set  forth  in our  definitive  Proxy  Statement  pursuant  to
Regulation 14A of the Securities Exchange Act of 1934 (the "Exchange Act") to be
filed with the  Securities  and Exchange  Commission is  incorporated  herein by
reference in response the Items in Part III.

Transitional Small Business Disclosure Format:

         Yes_____  No ___X___

<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
                              REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                TABLE OF CONTENTS

                                     PART I
                                TABLE OF CONTENTS

                                                                           PAGE

                                     PART I

Item 1.   Description of the Business .....................................  1
Item 2.   Description of the Property ..................................... 11
Item 3.   Legal Proceedings ............................................... 11
Item 4.   Submission of Matters to Vote of Security Holders ............... 12

                                 PART II

Item 5.   Market for Common Equity and Related Stockholder Matters ........ 13
Item 6.   Management's Discussion and Analysis ............................ 14
Item 7.   Financial Statements ............................................ 18
Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure   18
Item 8A.  Controls and Procedures ......................................... 18
Item 8B.  Other Information ............................................... 18

                                PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons .... 19
Item 10.  Executive Compensation .......................................... 21
Item 11.  Security Ownership of Certain Beneficial Owners and Management .. 23
Item 12.  Certain Relationships and Related Transactions .................. 24

                                 PART IV

Item 13   Exhibits and Reports on Form 8-K................................. 26
Item 14.  Principal Accountant Fees and Services .......................... 27

Signatures ................................................................ 28



<PAGE>




                                     PART I


THE PRIVATE  SECURITIES  LITIGATION  REFORM ACT OF 1995 PROVIDES A "SAFE HARBOR"
FOR FORWARD LOOKING  STATEMENTS.  This Form 10-KSB contains  statements that are
not historical facts. These statements are called  "forward-looking  statements"
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements involve important known
and unknown  risks,  uncertainties  and other  factors and can be  identified by
phrases  using  "estimate,"   "anticipate,"   "believe,"   "project,"  "expect,"
"intend,"  "predict,"   "potential,"   "future,"  "may,"  "should"  and  similar
expressions or words. Our future results, performance or achievements may differ
materially  from the  results,  performance  or  achievements  discussed  in the
forward-looking  statements.  There are numerous factors that could cause actual
results to differ  materially  from the  results  discussed  in  forward-looking
statements, including:


     o    Changes in existing  securities laws, both state and federal including
          the  introduction  of new laws,  regulations  or  policies  that could
          affect our business  practices:  these laws,  regulations  or policies
          could  impact our  industry  as a whole,  or could  impact  only those
          portions in which we are currently active.

     o    Armed conflicts and other military actions: the considerable political
          and  economic   uncertainties   resulting  from  these  events,  could
          adversely  affect  our order  intake and  sales,  particularly  in the
          securities market.

     o    Changes in economic  conditions,  including changes in interest rates,
          financial market performance and our industry:  these types of changes
          can impact the economy in general,  resulting in a downward trend that
          impacts not only our business, but all companies with which we invest;
          or, the changes can impact only those parts of the economy  upon which
          we rely in a unique fashion.

     o    Factors that we have  discussed in previous  public  reports and other
          documents filed with the Securities and Exchange Commission.

This list provides  examples of factors that could affect the results  described
by forward-looking  statements contained in this Form 10-KSB. However, this list
is not intended to be  exhaustive;  many other factors could impact our business
and it is impossible to predict with any accuracy  which factors could result in
which negative impacts. Although we believe that the forward-looking  statements
contained  in this Form 10-KSB are  reasonable,  we cannot  provide you with any
guarantee that the  anticipated  results will be achieved.  All  forward-looking
statements in this Form 10-KSB are expressly  qualified in their entirety by the
cautionary  statements  contained in this section and you are  cautioned  not to
place undue reliance on the  forward-looking  statements  contained in this Form
10-KSB.  In addition  to the risks  listed  above,  other risks may arise in the
future,  and we disclaim any obligation to update  information  contained in any
forward-looking statement.

ITEM 1. DESCRIPTION OF BUSINESS

This summary  highlights  important  information about our company and business.
Because it is a  summary,  it may not  contain  all of the  information  that is
important to you. To understand this offering fully, you should read this entire
report and the financial  statements  and related notes  included in this report
carefully.  Unless the context requires otherwise,  "WE," "US," "OUR", " and the
"COMPANY" and similar terms refer to American  Capital Partners  Limited,  Inc.,
while the term "ACP" refers to American  Capital Partners  Limited,  Inc. in its
corporate capacity.

GENERAL INFORMATION ABOUT AMERICAN CAPITAL PARTNERS LIMITED, INC.

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


<PAGE>

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

In 1980,  Congress  enacted the Small Business  Investment  Incentive Act, which
created  the  framework  for  Business  Development  Companies  from the initial
provisions of the Investment Company Act of 1940. The Small Business  Investment
Incentive  Act  established  a  new  type  of  investment  company  specifically
identified  as a Business  Development  Company as a way to encourage  financial
institutions  and other major  investors  to provide a new source of capital for
small developing businesses.
These companies are publicly traded  closed-end  funds that make  investments in
private  companies or thinly traded public  companies  through the use of senior
debt, mezzanine finance, and equity funding. BDC's use equity capital provide by
public  shareholders  and financial  institutions  and debt capital from various
sources to make these  investments,  with a goal of providing to  stockholders a
total return of capital appreciation and a solid dividend yield A BDC:

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:

<PAGE>

          (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

In addition  to the other  information  included  in this Annual  Report on Form
10-KSB,  we are subject to various risk factors:  Our most significant risks and
uncertainties are described below;  however, they are not the only risks that we
face. If any of the following  risks actually  occurs,  our business,  financial
condition,  liquidity,  results of operations  and prospects for growth could be
materially  adversely  affect and the trading of our common stock could decline.
We make various  statements  in this section which  constitute  "forward-looking
statements"   under   Section   27A  of  the   Securities   Act  of  1933.   See
"Forward-Looking  Statements."

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.

<PAGE>


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.


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.

<PAGE>

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.

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.


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, 2004,  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 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.

          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.

          o    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.  The  Company is in the process of
               settling  with  Mr.  Kane.  No  assurances  can be  given  that a
               settlement can be reached.
<PAGE>

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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of fiscal year 2004.


<PAGE>



                                     PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of  December  31,  2004,  ACP had  111,393  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, 2003 and 2004. 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.

Our common stock par value $0.001 per share (the "Common Stock") is now reported
on the "pink  sheets"  under the symbol APRJ.  The bid price of our common stock
was $2.50 per share on March 30, 2005.

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
                         --------         ------     -----
                          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
Third Quarter                              2.00        2.00
Fourth Quarter                             2.10        2.10






<TABLE>
<CAPTION>

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

------------------------------- ---------------------------- ---------------------------- ----------------------------
                                Number of Securities to be   Weighted-average price of    Number of Securities
                                issued upon exercise of      outstanding options          remaining available for
                                outstanding options,         warrants and rights          future issuance under
                                warrants and rights                                       equity compensation
                                                                                          plans(excluding securities
                                                                                          reflected in column (a))
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                (a)                          (b)                           (c)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <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.
<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,
2004 and 2003,  the Company  reported  net losses of  ($14,916)  and  ($135,638)
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.

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.  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.
<PAGE>

In 2004,  we made  certain  investments  in  securities,  the  gains  from  such
investments  currently  represent  almost all of our assets.  The following is a
summary  of the  investments  in  available-for-sale  securities  classified  as
current assets at December 31, 2004:


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
AVAILABLE-FOR-SALE                                UNREALIZED              GROSS            ESTIMATED FAIR
SECURITIES                       COST             GAIN (LOSS)             VALUE                 VALUE
----------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                  <C>                   <C>
Equity securities              $23,856              $1,561               $25,417               $25,417
                               -------              ------               -------               -------
</TABLE>


The following is a summary of the investments in  available-for-sale  securities
classified as non-current assets at December 31, 2004:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
AVAILABLE-FOR-SALE                                UNREALIZED              GROSS            ESTIMATED FAIR
SECURITIES                       COST             GAIN (LOSS)             VALUE                 VALUE
------------------------- ------------------- -------------------- --------------------- -----------------
<S>                            <C>                 <C>                   <C>                  <C>
Equity securities              $27,518             $265,696              $293,214             $293,214
                               -------             --------              --------             --------
</TABLE>


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

GROSS REVENUES AND COSTS OF OPERATIONS
--------------------------------------

GROSS  REVENUES.  Gross  Revenues  increased from $0 for the period months ended
December  31,  2003 to $891,239  for the period  ended  December  31,  2004,  an
increase of $891,239.  The increase is primarily  due to revenues  realized from
investments in securities.

GENERAL  AND  ADMINISTRATIVE  EXPENSES.   General  and  administrative  expenses
increased  from $74,178 for the period  ended  December 31, 2003 to $521,789 for
the period ended  December 31,  2004,  an increase of $447,611.  The increase is
primarily  due to costs  associated  with  implementing  the business  plan as a
Business Development Company.

TOTAL OPERATING  EXPENSES.  Total Operating  Expenses increased from $74,178 for
the period ended December 31, 2003 to $901,134 for the period ended December 31,
2004, an increase of $826,956. The increase is primarily due to costs associated
with implementing the business plan as a Business Development Company, including
general  and  administrative   expenses,   compensation  expenses  of  $248,055,
directors fees and professional fees.

NET LOSS. Net loss decreased from $75,398 for the period ended December 31, 2003
to net loss of $14,916  for the  period  ended  December  31,  2004,  a decrease
$60,482.  This  decrease is due to offset of the revenues  against the increased
net loss.

CURRENT ASSETS

CASH.  Cash  increased  from $38,322 at December 31, 2003 to $64,011 at December
31, 2004, an increase of $25,689.

<PAGE>

TOTAL  ASSETS:  Total  Assets  increased  from  $38,322 at December  31, 2003 to
$390,344 at December  31,  2004,  an increase of  $352,022.  This  increase  was
primarily due to the addition of current  investments of $25,417 and non-current
investments of $293,214.

LIABILITIES

ACCOUNTS  PAYABLE AND ACCRUED  EXPENSES.  Accounts  payable and accrued expenses
increased  from  $210,230 at December 31, 2003 to $289,911 at December 31, 2004,
an increase of $78,981.

TOTAL  LIABILITIES - Total  Liabilities  increased from $310,330 at December 31,
2003 to $310,781 at December 31, 2004, an increase of $451.,  primarily due to a
decrease  of $79,130 in  Convertible  debt  offset by the  increase  in Accounts
payable and accrued expenses of $78,981.


                         PERIOD ENDED DECEMBER 31, 2003
                   COMPARED TO PERIOD ENDED DECEMBER 31, 2002

GROSS REVENUES AND COSTS OF OPERATIONS

GENERAL  AND  ADMINISTRATIVE  EXPENSES.   General  and  administrative  expenses
increased  from $0 for the period  ended  December  31,  2002 to $74,178 for the
period  ended  December  31,  2003,  an  increase of  $74,178.  The  increase is
primarily due to increased startup costs.

NET LOSS.  Net loss  increased from $0 for the period ended December 31, 2002 to
net loss of $75,398 for the period ended December 31, 2003, an increase $75,398.
The increase is due to the increase in startup costs.

CURRENT ASSETS

CASH.  Cash  increased  from $0 at December  31, 2002 to $38,322 at December 31,
2003, an increase of $38,322.

DISCOUNT ON CONVERTIBLE  DEBENTURES,  NET - Discount on convertible  debentures,
net  increased  from $0 at December 31, 2002 to $99,130 at December 31, 2003, an
increase of $99,130.

LIABILITIES

ACCOUNTS  PAYABLE AND ACCRUED  EXPENSES.  Accounts  payable and accrued expenses
increased  from $0 at December  31, 2002 to $210,230 at December  31,  2003,  an
increase of $210,230.

CONVERTIBLE  DEBT - Convertible  debt  increased from $0 at December 31, 2002 to
$100,000 at December 31, 2003, an increase of $100,000.





PLAN OF OPERATIONS

The  Company  acquired  American  Capital  Partners  Limited,  Inc.  ("ACP"),  a
development  stage  company with the expertise to enable the company to become a
Business  Development  Company ("BDC") as outlined in the Investment Company Act
of 1940,  as amended (the "1940 Act").  The Company will operate as a closed end
mutual fund. The investment objective of the Fund is to provide its shareholders
with current income and long-term capital appreciation by investing primarily in
privately placed securities of small public companies.  The Company notified the
Securities and Exchange Commission that it elects, pursuant to the provisions of
section  54(a) of the  Investment  Company  Act of 1940,  to be  subject  to the
provisions of sections 55 through 65 of the  Investment  Company Act of 1940 and
accordingly, the Company is BDC.
<PAGE>

Management  intends to seek out and pursue  private  companies or thinly  traded
public  companies  and provide  financing  to such  entities  through the use of
senior debt, mezzanine finance and equity finance which,  management anticipates
that it will result in capital  appreciation  and a solid dividend yield for the
Company.  Management  does not intend to target  any  particular  industry  but,
rather, intends to judge any opportunity on its individual merits.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations and other working  capital  requirements
principally  from its  investments in securities.  The Company has elected to be
treated as a Business Development Company under the Small Business Incentive Act
of 1980,  which  modified  the 1940 Act and  intends to raise  capital  and make
investments  in  accordance  with the  requirements  of a  Business  Development
Company.  Capital  will be required  for the first and second  quarter of fiscal
2005 for the Company to continue to satisfy its cash requirements and maintain a
business plan focusing on raising the capital  needed to make  investments.  The
Company expects to raise additional  capital but no assurances can be given that
any capital will be raised or investments  made  subsequent to any capital raise
will generate profits.  The notes in the audited financial statements at and for
the year ended December 31, 2005, contain an explanatory paragraph raising doubt
of the Company's ability to continue as a going concern. Note 2 to the unaudited
financial  statements  at and for the year ended  December 31, 2004 describe the
conditions which raise this doubt and management's plans.

OFF BALANCE SHEET ARRANGEMENT

During the year ended  December 31, 2004,  the Company had no off balance  sheet
arrangements.


ACCOUNTING POLICIES SUBJECT TO ESTIMATION AND JUDGMENT

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States.  When preparing our financial  statements,  we make estimates and
judgments  that affect the  reported  amounts on our  balance  sheets and income
statements,  and our related disclosure about contingent assets and liabilities.
We  continually  evaluate our  estimates,  including  those  related to revenue,
allowance for doubtful accounts,  reserves for income taxes, and litigation.  We
base our estimates on historical  experience  and on various other  assumptions,
which  we  believe  to be  reasonable  in order to form  the  basis  for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  ascertained  from other sources.  Actual results may deviate from these
estimates if alternative assumptions or condition are used.

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.
<PAGE>

         (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.

ITEM 7. FINANCIAL STATEMENTS

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

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

Under the supervision and with the  participation  of our management,  including
our Chief  Executive  Officer (CEO) and our  Principal  Accounting  Officer,  we
conducted an evaluation of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934) as of
the end of the period  cover by this Annual  Report on Form  10-KSB.  Based upon
that  evaluation,  our CEO and our Principal  Accounting  Officer have concluded
that the design and operation of our  disclosure  controls and  procedures  were
effective to ensure that  information  required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and  reported  within the time  periods  specified  in  Securities  and Exchange
Commission rules and forms.
<PAGE>

There has been no change in our internal controls over financial  reporting that
occurred during the period covered by this Annual Report on Form 10-KSB that has
materially affected,  or is reasonably likely to materially affect, our internal
controls over financial reporting.

 While we believe  our  disclosure  controls  and  procedures  and our  internal
control over financial reporting are adequate, no system of controls can prevent
all error and all  fraud.  A control  system,  no matter how well  designed  and
operated, can provide only reasonable, not absolute,  assurance that the control
system's  objectives will be met.  Further,  the design of a control system must
reflect  the fact that  there are  resource  constraints,  and the  benefits  of
controls  must be  considered  relative to their costs.  Because of the inherent
limitations  in all control  systems,  no  evaluation  of  controls  can provide
absolute  assurance  that all control  issues and  instances  of fraud,  if any,
within our company have been detected.  These inherent  limitations  include the
realities that judgments in  decision-making  can be faulty, and that breakdowns
can occur because of simple error or mistake.  Controls can also be circumvented
by the individual acts of some persons,  by collusion of two or more people,  or
by management override of the controls.  The design of any system of controls is
based in part upon certain  assumptions  about the  likelihood of future events,
and there can be no  assurance  that any design will  succeed in  achieving  its
stated goals under all  potential  future  conditions.  Over time,  controls may
become  inadequate  because of changes in  conditions  or  deterioration  in the
degree of compliance  with its policies or  procedures.  Because of the inherent
limitations in a cost-effective  control system,  misstatements  due to error or
fraud may occur and not be detected.

ITEM 8B.   OTHER INFORMATION

We filed the following current reports on Form 8-K during the three months ended
December 31, 2004:

On December 8, 2004, we reported that, on December 6, 2004, the Company filed an
election with the SEC under Form N54-A, to be treated as a Business  Development
Company under Section 55 of the Investment Company Act of 1940.

                                    PART III

ITEM 9. DIRECTORS AND OFFICERS OF THE REGISTRANT

         Except as set forth herein, the information set forth in our definitive
Proxy  Statement  pursuant to Regulation 14A of the  Securities  Exchange Act of
1934  (the  "Exchange  Act")  to be  filed  with  the  Securities  and  Exchange
Commission is incorporated herein by reference in response to this Item 10.

ITEM 10.  EXECUTIVE COMPENSATION

      The  information set forth in our definitive  Proxy Statement  pursuant to
Regulation  14A of the Exchange Act to be filed with the Securities and Exchange
Commission is incorporated herein by reference in response to this Item 10.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          AND RELATED STOCKHOLDER MATTERS

         The information set forth in our definitive Proxy Statement pursuant to
Regulation  14A of the Exchange Act to be filed with the Securities and Exchange
Commission is incorporated herein by reference in response to this Item 11.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information set forth in our definitive Proxy Statement pursuant to
Regulation  14A of the Exchange Act to be filed with the Securities and Exchange
Commission is incorporated herein by reference in response to this Item 12.

<PAGE>

ITEM 13. EXHIBITS

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

     Exhibit 14.1   Code of Ethics

     Exhibit 23.1   Consent of Independent Auditors

     Exhibit 24.1   Power of Attorney

     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.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

YEAR ENDED DECEMBER 31, 2004

Audit Fees:  The aggregate  fees,  including  expenses,  billed by the Company's
principal accountant in connection with the audit of our consolidated  financial
statements  for the most recent  fiscal year and for the review of our financial
information  included in our Annual  Report on Form  10-KSB;  and our  quarterly
reports on Form  10-QSB  during the fiscal  year  ending  December  31, 2004 was
$18,500.

Audit  Related Fees:  The  aggregate  fees,  including  expenses,  billed by the
Company's principal  accountant for services reasonably related to the audit for
the year ended December 31, 2004 were $0.00.

All Other Fees: The aggregate  fees,  including  expenses,  billed for all other
services  rendered to the Company by its principal  accountant  during year 2004
was $-0-.

YEAR ENDED DECEMBER 31, 2003

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.

<PAGE>

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.

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

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.

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


AUDITOR INDEPENDENCE

Our Board of  Directors  considers  that the work done for us in the year  ended
December 31, 2004 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, 2004 audit was attributed to work performed by Jewett Schwartz & Associates,
L.L.P.'s full-time, permanent employees.





<PAGE>



                     AMERICAN CAPITAL PARTNERS LIMITED, INC

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2004



                                TABLE OF CONTENTS





Page

Report of Independent Registered Public Accounting Firm        F-2

Consolidated Balance Sheet                                     F-3

Consolidated Statements of Operations                          F-4

Consolidated Statements of Changes in Shareholders'
    Equity (Deficiency)                                        F-5

Consolidated Statements of Cash Flows                          F-6

Notes to Consolidated Financial Statements                   F- 7 - 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, 2004 and the related  statements  of
operations,  changes in shareholders'  equity, and cash flows for the year ended
December  31,   2004.   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, 2003 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, 2004 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 an
accumulated  deficit of $146,728  at  December  31,  2004,  current  liabilities
exceeded current assets by $200,483 at December 31, 2004 and incurred a net loss
of $14,916  during 2004.  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
March 30, 2005


                                      F-2
<PAGE>



                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
                           CONSOLIDATED BALANCE SHEET


                                                                December 31,
                                                                    2004
                                                                 ---------
                                     ASSETS

Current Assets:
         Cash and cash equivalents                               $  64,011
         Investments - current:
               Available for sale securities
                     equities at fair market value                  25,417
                                                                 ---------
               Total Current Assets                                 89,428
         Investments - non-current:
               Available for sale securities
                     equities at fair market value                 293,214
         Furniture and equipment, net                                7,702
                                                                 ---------
               Total Assets                                      $ 390,344
                                                                 =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
         Accounts payable                                        $ 109,224
         Accrued expenses                                          180,687
                                                                 ---------
               Total Current Liabilities                           289,911
CONVERTIBLE DEBT, NET                                               20,870
                                                                 ---------
               Total Liabilities                                   310,781
                                                                 ---------
COMMITMENTS AND CONTINGENCIES (See Note 8)
Shareholders' Equity:
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                                               (146,728)
Accumulated other comprehensive income (loss)                      267,257
                                                                 ---------
  Total Shareholders' Equity                                        79,563
                                                                 ---------
Total Liabilities and Shareholders' Equity                       $ 390,344
                                                                 =========

                                      F-3


<PAGE>


                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                            Year Ended
                                                                           December 31,
                                                                     ----------------------
                                                                        2004        2003
                                                                     -----------  ----------
<S>                                                                  <C>          <C>
REVENUES                                                             $ 891,239    $    --

Operating Expenses:
            General and administrative                                 521,789       74,178
            Compensation                                               248,055         --
            Directors fees                                              66,100
            Professional fees                                           65,190         --
                                                                     ---------    ---------
            Total Operating Expenses                                   901,134       74,178
                                                                     ---------    ---------
Income (loss) from operations                                           (9,895)     (74,178)

OTHER INCOME (EXPENSE)
Interest income                                                             23         --
Interest expense                                                        (5,044)      (1,220)
                                                                     ---------    ---------
Loss before provision for income taxes                                 (14,916)     (75,398)
Income tax expense                                                        --           --
                                                                     ---------    ---------
NET LOSS                                                             $ (14,916)   $ (75,398)
                                                                     =========    =========
Comprehensive Income

            Unrealized gains on available-for-sale securities, net     267,257         --
                                                                     ---------    ---------
            Total Comprehensive Income                               $ 252,341    $ (75,398)
                                                                     =========    =========
Net loss per share - basic and diluted                               $   (0.13)   $   (1.03)
                                                                     =========    =========
Weighted average number of shares
              outstanding - basic and diluted                          111,393       73,089
                                                                     =========    =========
</TABLE>


                                      F-4
<PAGE>





                    AMERICAN CAPITAL PARTNERS LIMITED, INC.
     CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)


<TABLE>
<CAPTION>

                                                                                                Accumulated
                                                Common Stock                                        Other          Total
                                           ------------------------   Additional   Accumulated  Comprehensive   Shareholders'
                                              Shares      Amount    Paid-in Capital Deficit        Income        Deficiency
                                           ------------------------  -----------   --------     -------------  ---------------
<S>                                            <C>       <C>         <C>          <C>                            <C>
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)

Unrealized gain on available-for-sale
securities, net                                   --           --           --           --           267,257           267,257
Net loss                                          --           --           --      (14,916)                --           (14,916)
                                           ----------    ---------   ---------    ---------     --------------  ---------------
Balance at December 31, 2004                  111,393    $     111   $ (41,077)   $(146,728)      $    267,257   $       79,563
                                           ==========    =========   =========    ========      ==============  ===============

</TABLE>


                                      F-5
<PAGE>


                    AMERICAN CAPITAL PARTNERS LIMITED, INC.
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                        Year Ended
                                                                       December 31,
                                                                  ----------------------
                                                                     2004        2003
                                                                  --------     ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                               <C>          <C>
     Net loss                                                     $ (14,916)   $ (75,398)
     Adjustments to reconcile net loss to net
       cash provided (used) by operating activities:
              Depreciation expense                                      782         --
              Amortization of discount on convertible debt           20,000          870
              Common stock based revenue                            (43,942)        --
     Changes in operating assets and liabilities:
              Increase in accounts payable and accrued expenses      79,681       12,850
                                                                  ---------    ---------
Net cash provided by (used in) operating activities                  41,605      (61,678)
                                                                  ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
              Purchase of available-for-sale securities              (7,432)        --
              Purchases of furniture and equipment                   (8,484)        --
                                                                  ---------    ---------
Net cash used in investing activities                               (15,916)        --
                                                                  ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
              Proceeds from issuance of debentures                     --        100,000
                                                                  ---------    ---------
Net cash provided by financing activities                              --        100,000
                                                                  ---------    ---------
Net increase in cash                                                 25,689       38,322
Cash - Beginning of period                                           38,322         --
                                                                  ---------    ---------
Cash - End of period                                              $  64,011    $  38,322
                                                                  =========    =========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
     Assumption of liabilities in recapitalization                     --        420,025
     Extinguishment of amount due to related party                     --        172,645
    Unrealized gain on available for sale securities, net           267,257         --
                                                                  =========    =========
Total non-cash investing and financing activities                 $ 267,257    $ 592,670

SUPPLEMENTAL INFORMATION:
     Cash paid for interest                                       $    --            $--
                                                                  ========     =========
     Cash paid for income taxes                                   $    --            $--
                                                                  =========    =========
</TABLE>


                                      F-6
<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 an accumulated deficit of
$146,728 at December 31, 2004,  current  liabilities  exceeded current assets by
$200,483 at December  31, 2004 and  incurred a net loss of $14,916  during 2004.
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.

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.

                                      F-7
<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.

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, 2004. 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.

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


                                       F-8
<PAGE>


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.  The Company follows EITF
00-8  "Accounting  by a  Grantee  for an Equity  Instrument  to be  Received  in
Conjunction  with Providing Goods or Services" when  determining the measurement
date to value securities received for services.

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, 2004.

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.

COMPREHENSIVE INCOME

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

In May 2003, the FASB issued  Statement No. 149;  "Amendment of Statement 133 on
Derivative  Instruments  and Hedging  Activities".  This  Statement  establishes
standards  for  certain  changes  in  the  accounting  treatment  of  derivative
contracts.  SFAS 149 is effective for contracts  entered into or modified  after
June 30, 2003,  except for certain  provisions  that relate to Statement No. 133
implementation  issues that have been  effective for fiscal  quarters that began
prior to June 15, 2003,  which should  continue to be applied in accordance with
their respective effective dates. The guidance should be applied  prospectively.
The adoption of Statement  No. 149 is not expected to have a material  impact on
the Company's financial position, results of operations, or liquidity.

                                      F-9
<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.

  In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
  Variable Interest Entities".  This interpretation represents an interpretation
  of  Accounting  Research  Bulletin No. 51. The  accounting  research  bulletin
  requires that a Company's financial  statements include  subsidiaries in which
  the  Company  has  a  controlling  financial  interest.   Financial  statement
  interpretation No. 46 gives guidance on identifying variable interest entities
  and on assessing whether a Company's  investment in a variable interest entity
  requires  consolidation  thereof. This interpretation is effective immediately
  for investments made in variable  interest entities after January 31, 2003 and
  it is  effective in the first fiscal year or interim  period  beginning  after
  June 15, 2003 for  investments  in variable  interest  entities  made prior to
  February 1, 2003. The adoption of FASB  Interpretation  No. 46 is not expected
  to have a material  impact on the  Company's  financial  position,  results of
  operations or liquidity.

NOTE 4 - INVESTMENTS

The following is a summary of the investments in  available-for-sale  securities
classified as current assets at December 31, 2004:
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
AVAILABLE-FOR-SALE                                UNREALIZED              GROSS            ESTIMATED FAIR
SECURITIES                       COST             GAIN (LOSS)             VALUE                 VALUE
-------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                  <C>                   <C>
Equity securities              $23,856              $1,561               $25,417               $25,417
                               -------              ------               -------               -------
</TABLE>


During  2004 we  purchased  42,000  shares of freely  trading  common  stock for
$23,856 in the same publicly held company as discussed above. In accordance with
FAS 115, we recorded the 23,856  shares of common stock as  "available-for-sale"
securities,  a current asset and the resulting  $1,561  unrealized gain has been
classified as a separate  component of stockholders'  equity - accumulated other
comprehensive income.

The following is a summary of the investments in  available-for-sale  securities
classified as non-current assets at December 31, 2004:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
AVAILABLE-FOR-SALE                                UNREALIZED              GROSS            ESTIMATED FAIR
SECURITIES                       COST             GAIN (LOSS)             VALUE                 VALUE
--------------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                   <C>                  <C>
Equity securities              $27,518             $265,696              $293,214             $293,214
                               -------             --------              --------             --------
</TABLE>

                                      F-10
<PAGE>



During 2004 we purchased  3,156,905  shares of freely  trading  common stock for
$27,518 in the same publicly held company as discussed above. In accordance with
FAS   115,   we   recorded   the   3,156,905   shares   of   common   stock   as
"available-for-sale"  securities, a non-current asset and the resulting $265,696
unrealized  gain has been  classified as a separate  component of  stockholders'
equity - accumulated other comprehensive income.

NOTE 5 - 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 $5,044 was recorded  during
2004.

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 2004.

Convertible debt, net consists of the following as of December 31, 2004:


                  Convertible Debt                    $100,000
                  Discount on Convertible Debt        (100,000)
                  Amortization of discount              20,870
                                                      --------
                  Convertible Debt, net               $ 20,870
                                                      --------

NOTE 6 -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, 2004 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,

                                      F-11
<PAGE>



     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, 2004 are  approximately  as
follows:

    Net operating loss carryforward                   $90,314
    Valuation allowance for deferred tax assets       (90,314)
                                                       ------
    Net deferred tax asset                            $   -0-
                                                      --------

There was no income tax expense incurred during 2003 and 2004.

NOTE 7 - 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 8 - 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.

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".


                                      F-12
<PAGE>



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.

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.

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.

          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.


                                      F-13

<PAGE>


          o    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.  The  Company is in the process of
               settling  with  Mr.  Kane.  No  assurances  can be  given  that a
               settlement can be reached.

                                      F-14


<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 March 31, 2005.

AMERICAN CAPITAL PARTNERS LIMITED, INC.



BY: /S/ C. FRANK SPEIGHT                               Date: March 31, 2005
   -------------------------------------
    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: March 31, 2005



By: /s/ Timothy Ellis
----------------------------------
Timothy Ellis, Principal Financial
and Accounting Officer and Director
Date:  March 31, 2005


                                      F-15