SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

                             Amendment No. 1 to
                                Form 10-QSB/A
           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended August 31, 2004
                     Commission File Number 000-50776

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

        Florida                                       65-0895564
--------------------------------              --------------------------------
 (State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)

                       100 VILLAGE SQUARE CROSSING, SUITE 202
                         PALM BEACH GARDENS, FLORIDA  33410
------------------------------------------------------------------------------
                    (Address of principal executive offices)

                               (561) 207-6395
------------------------------------------------------------------------------
            (Registrant's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 [   ]

As of August 31, 2004 the issuer had 15,723,903 shares of common stock,
$.0001 Par Value, outstanding.

Transitional Small Business Disclosure format:  Yes [   ]   No [ X ]

















AMERICAN CAPITAL HOLDINGS, Inc.            Form 10-QSB     AUGUST 31, 2004

                                       INDEX
                                                                    PAGE NO.

PART I    FINANCIAL INFORMATION

ITEM 1    FINANCIAL STATEMENTS

          Independent Accountants' Report . . . . . . . . . . . . . .  3

          Consolidated Balance Sheet
           August 31, 2004  . . . . . . . . . . . . . . . . . . . . .  4

          Consolidated Statement of Operations
           Three Months Ended August 31, 2004 and August 31, 2003 . .  5

          Consolidated Statement of Changes in Shareholders' Equity
           from June 1, 2003 Through August 31, 2004  . . . . . . . .  6

          Consolidated Statement of Cash Flows
           for the Three Months Ended August 31, 2004 and 2003  . . .  7

          Notes to Consolidated Financial Statements  . . . . . . . .  9


ITEM 2 Management's Discussion and Analysis or Plan of Operation  . . 21

ITEM 3 Controls and Procedures  . . . . . . . . . . . . . . . . . . . 28


PART II       OTHER INFORMATION


ITEM 1 Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . 29

ITEM 2 Unregistered Sales Of Equity Securities and Use Of
       Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ITEM 3 Defaults Upon Senior Securities  . . . . . . . . . . . . . . . 29

ITEM 4 Submission Of Matters to a Vote Of Security Holders. . . . . . 29

ITEM 5 Other Information  . . . . . . . . . . . . . . . . . . . . . . 29

ITEM 6 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

SIGNATURES AND CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . 30







                                     2

                       Wieseneck, Andres & Company, P.A.
                         Certified Public Accountants
                        772 U. S. Highway 1, Suite 100
                       North Palm Beach, Florida  33408
                               (561) 626-0400

Thomas B. Andres, C.P.A.*, C.V.A.                     FAX (561) 626-3453
Paul M. Wieseneck, C.P.A.
*Regulated by the State of Florida


                       Independent Accountants' Report


To the Board of Directors and Stockholders
American Capital Holdings, Inc.
Palm Beach Gardens, Florida

We have reviewed the accompanying consolidated balance sheet of American Capital
Holdings, Inc. as of August 31, 2004 and the related consolidated statements of
operations and cash flows for the three months ended August 31, 2004 and 2003,
and statement of changes in shareholders' equity from June 1, 2003 through
August 31, 2004, in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants.  All information included in these financial statements is the
representation of the management of American Capital Holdings, Inc.

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

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



/s/Wieseneck, Andres & Company, P.A.


North Palm Beach, Florida
November 17, 2004










                                     3

AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
   ASSETS                                     August 31, 2004
       Current Assets
            Cash and Cash Equivalents          $     220,873
            Notes Receivable                         141,212
            Loans Receivable Related Par             388,936
            Prepaid Expenses                          95,162
            Other Current Assets                     100,000
                                                  ------------
                Total Current Assets                 946,183
                                                  ------------
       Property and Equipment, net                    40,862
                                                  ------------
       Other Assets
            Total Marketable Securities at Cost    4,354,876
            Intangible Assets, net                    27,305
            Goodwill                               8,209,071
            Security Deposit                           3,110
                                                 ------------
                Total Other Assets                12,594,362
                                                 ------------

   TOTAL ASSETS                                 $ 13,581,407
                                                 ============
      LIABILITIES & STOCKHOLDERS' EQUITY
   Liabilities
            Current Liabilities
               Accounts Payable                 $      23,235
               Accrued Expenses                        12,879
               Other Current Liabilities               32,516
               Shareholder Loans                      286,438
               Notes Payable                        1,059,977
                                                  ------------
  Total Current Liabilities                         1,415,045
                                                 -------------
              Total Liabilities                     1,415,045
                                                 -------------
        Stockholders' Equity
            Common Stock $.0001 par value, 100 million
             shares authorized, 39,955,112 shares issued
             and outstanding                            1,705
            Paid-in-Capital                        14,703,043
            Treasury Stock                              8,317
            Accumulated Deficit                      (936,892)
            Accumulated other comprehensive
              loss, net                            (1,609,811)
                                                 -------------
     Total Stockholders' Equity                    12,166,362

TOTAL LIABILITIES & STOCHHOLDERS' EQUITY        $  13,581,407
                                                 =============

See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.

                                     4

AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
AUGUST 31, 2004 AND 2003

                                             AUGUST 31, 2004   AUGUST 31, 2003

       Revenues
               Net Sales                       $         66      $          -
               Cost of Sales                         (4,010)                -
                                                ------------      ------------

                   Gross Profit                      (3,944)                -

       Operating Expenses
               General and Administrative           243,862                 -
               Sales and Marketing                   13,551                 -
               Amortization                           1,299                 -
                                                ------------      ------------
             Total Operating Expenses               258,712                 -

                                                ------------      ------------
             Loss from Operations                  (262,656)                -
                                                ------------      ------------
       Other Income (Expense)
               Interest Income                        2,464                 -
               Interest Expense                     (12,604)                -
               Gain on Disposition
                  of Marketable Securities            6,636                 -
                                                ------------      ------------
                   Net Other Expenses                (3,506)                -
                                                ------------      ------------
    Net Loss Before Other Comprehensive Losses     (266,162)                -

       Other Comprehensive Income / (Loss)
           Unrealized Holding Loss During Period (1,116,320)                -
                                                ------------      ------------
       Total Comprehensive Loss                  (1,116,320)                -
                                                ------------      ------------
    Net Loss                                   $ (1,382,482)     $          0
                                                ============      ============


Basic and Diluted
 Net Loss Per Common Share                     $       (.09)     $          -
                                                ============      ============


Weighted Average Shares Outstanding              15,723,903                 5
                                                ============      ============



See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
                                     5
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FROM JUNE 1, 2003 THROUGH AUGUST 31, 2004

                                  Add'l Paid
               Number of  At Par  in Capital  Retained  Accum. other      Total
                  Shares   Value  & Treasury  Earnings  Comprehen-  Stockholder
                  Issued  $.0001    Stock       (Loss)   sive Inc.       Equity
                ---------- ------ ----------- ---------- ---------- -----------
Balance 6/01/03         5  $   0      $    0   $     0    $      0   $       0

Cancellation of Common Stock
 held by eCom eCom     (5)     0           0         0           0           0

Issuance of Common Stock
To eCom eCom.com Inc.
 shareholders    2,497,756    250          -         -           -         250

Issuance of Common Stock
 for the acquisition
 of ACHI, Inc.
assets.         13,226,147  1,322  13,176,443        -           -  13,177,765

Issuance of
 detachable warrants     -      -      10,050        -           -      10,050

Purchase of IS Direct
 Agency NY for 800,000,
 subscribed but
 unissued shares         -     80     999,920        -           -   1,000,000

Conversion of
 $500,000 Debt
 to stock - unissued     -     50     499,950        -           -     500,000

Accumulated other
 Comprehensive loss      -      -          -         -    (512,997)   (512,997)

Net Operating Loss       -      -          -   (651,224)         -    (651,224)
                ---------- ------ ----------- ---------- ---------- -----------
Balance 5/31/04 15,723,903  1,702  14,686,363  (651,224)  (512,997) 13,523,844

Sale of 25,000
 shares of Common
 Stock - unissued        -      3      24,997        -           -      25,000

Accumulated other
 Comprehensive Loss      -      -          -         -  (1,116,320) (1,116,320)

Net Operating Loss       -      -          -   (266,162)         -    (266,162)
                ---------- ------ ----------- ---------- ---------- -----------
Balance 8/31/04 15,723,903 $1,705 $14,711,360 $(917,386)$(1,629,317)$12,166,362
                ========== ====== =========== ========== ========= ============

See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
                                     6
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31, 2004 AND 2003

                                             AUGUST 31, 2004   AUGUST 31, 2003


Cash Flows From Operating Activities
    Cash received from customers               $         66      $          -
    Cash paid to suppliers of goods
        and services                               (270,080)                -
    Income Taxes Paid                                     -                 -
    Interest Paid                                   (10,616)                -
    Interest Received                                   204                 -
                                              _______________  _______________
        Net Cash Flows Used in
         Operating Activities                      (280,426)                -
                                              _______________  _______________
Cash Flows From Investing Activities
    Purchase of Equipment                            (1,400)                -
    Deposit Made on Insurance Carrier in Escrow    (100,000)                -
    Sale of Marketable Securities                   776,636                 -
    Purchase of Marketable Securities              (375,000)                -
                                              _______________  _______________
        Net Cash Flows Provided By
         (Used In) Investing Activities             300,236                 -
                                              _______________  _______________
Cash Flows From Financing Activities
    Loans from Related Companies                  1,084,993                 -
    Repayment of Loans from Related Companies      (906,543)                -
    Proceeds from Sale of Stock                      25,000                 -
    Payments on Notes Payable                       (25,000)                -
                                              _______________  _______________
        Net Cash Flows Provided By
         Financing Activities                       178,450                 -
                                              _______________  _______________
Net Increase / (Decrease) in Cash                   198,260                 -

Cash and Cash Equivalents at
 Beginning of Period, June 1, 2004 and 2003          22,614                 0
                                              _______________  _______________
Cash and Cash Equivalents at
End of Period, August 31, 2004 and 2003        $    220,874     $           0
                                              ===============  ===============






See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.




                                     7

AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31, 2004 AND 2003


Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities

                                             AUGUST 31, 2004   AUGUST 31, 2003

    Net Income (Loss)                          $ (1,382,482)     $          -
    Cash was increased by:
        Increase in accrued expenses
         Other Comprehensive Income               1,116,320                 -
         Valuation Loss
         Amortization                                 1,299                 -
         Depreciation                                 4,010                 -
         Increase in Accrued Expenses                 1,858                 -
    Cash was decreased by
         Gain on Sale of Marketable Securities       (6,636)
         Decrease in Accounts Payable                (4,571)                -
         Increase in Notes Receivable                (2,260)                -
         Increase in Prepaid Expenses                (7,964)                -
                                              _______________  _______________
        Net Cash Flows Used in
         Operating Activities                  $   (280,426)    $           -
                                              ===============  ===============





Supplemental Disclosures
Of Non Cash Investing and
Financing Activities:
------------------------
On February 29, 2004 the Company acquired approximately $137,000 in notes
receivable, common and preferred stock in various entities valued at $3.1
million, equipment of $47,000, intangible assets of $6,000, intellectual
property valued at $3.5 million, various prepaid assets valued at $92,000,
goodwill of $7.2 million and assumed $1,005,000 in debt for the issuance of
13,226,147 shares of the Company's common stock.








See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.



                                     8

AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2004

NOTE A - NATURE OF OPERATIONS

American Capital Holdings, Inc. (the "Company") was incorporated in the State
of Florida on January 27, 1999 as U S Amateur Sports Company, a wholly owned
subsidiary of eCom eCom.com, Inc.("eCom") which trades on the OTC/Bulletin
Board under the symbol 'ECEC.' On March 19, 2003, the Company changed its name
to USA SportsNet Company, and on December 12, 2003 changed its name to American
Capital Holdings, Inc. in connection with its spin off by eCom and its
acquisition of certain assets of a company formerly known as American Capital
Holdings, Inc. (now known as ACHI, Inc.)  The Company's main office is located
at 100 Village Square Crossing, Suite 202, Palm Beach Gardens, Florida 33410,
and the telephone number is (561) 207-6395.

IS Direct Agency, Inc. ("ISDA"), a wholly-owned subsidiary of the Company was
incorporated in the State of Florida on May 20, 2004.  On May 21, 2004 ISDA
acquired the assets of IS Direct Agency, Inc., a New York Corporation.  ISDA
provides internet based term life insurance quotes.

While a wholly owned subsidiary of eCom, the Company developed an e-commerce
Internet infrastructure. This product provided an affordable, user-friendly
technological platform and professional resources to facilitate web business
development.  It also operated an on-line business as a test model using
Company developed e-commerce concepts to sell sports products.

The Spin-Off.  The Company was one of ten wholly owned subsidiaries of eCom,
with varying business plans.  In recent years, eCom concluded that it did not
have the financial resources necessary to develop all of its ten business units
collectively.  eCom decided to spin off its subsidiaries into independent
companies in the belief that independent companies, e with a distinct
business, would be better able to obtain necessary funding and develop their
business plans.  This belief was based in part on eCom's experience with
potential business partners which sought involvement with only one of eCom's
subsidiaries, rather than involvement with the multi-faceted eCom.

On December 1, 2003, the Board of Directors of eCom approved the spin-off of
the Company.  They voted to issue to the shareholders of eCom one share of the
Company for every one share of eCom owned as of the record date of January 5,
2004.  Fractional shares will be purchased by the Company. No payment was
required of the eCom shareholders.

Acquisition from American Capital Holdings.  After the spin off of the Company
was completed, the Company was presented with an opportunity to acquire certain
assets of American Capital Holdings, Inc. (now known as, and referred to
hereafter as ACHI).  On January 12, 2004, the Company entered into an Asset
Purchase Agreement with ACHI whereby the Company acquired certain assets, and
assume certain liabilities of ACHI in return for the issuance of common stock of
the Company in an amount equal to 84.1% of the total ownership of the Company.
In order to accomplish this transaction, the Company effected a 20 to 1 reverse
stock split, which reduced its outstanding stock to 2,497,756 shares, and agreed

See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
                                     9
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2004

NOTE A - NATURE OF OPERATIONS (CONTINUED)

to issue to ACHI 49,955,112 shares.  ACHI agreed to accept the issuance of
13,561,804 shares at closing, and assigned its right to receive the 13,561,804
shares to its principle, Barney A. Richmond, now the President of the Company.
The remaining 36,393,308 shares were reserved for issuance by the Company in
connection with future acquisitions and financings.  The Company then changed
its name to American Capital Holdings, Inc., and ACHI changed its name to ACHI,
Inc.  Of the 36,393,308 shares reserved for future issuance, 2,162,099 shares
have now been issued to the shareholders of Spaulding Ventures, LLC, in
replacement of shares of ACHI to be issued to Spaulding in connection with a
prior acquisition of assets by ACHI from Spaulding.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation, Use of Estimates
The Company maintains its accounts on the accrual basis of accounting. The
preparation of financial statements in conformity with U.S. 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Revenue Recognition
Revenue and dividends from investments are recognized at the time the investment
dividends are declared payable by the underlying investment.  Capital gains and
losses are recorded on the date of sale of the investment.

Cash
Cash consists of deposits in banks and other financial institutions having
original maturities of less than ninety days.

Allowance for Doubtful Accounts
It is the policy of management to review the outstanding accounts receivable
at year end, as well as the bad debt write-offs experienced in the past, and
establish an allowance for doubtful accounts for uncollectible amounts.

Depreciation
Property and equipment are recorded at cost and depreciated over the
estimated useful lives of the related assets. Depreciation is computed using
the straight-line method.

Amortization
The accounting for a recognized intangible asset acquired after June 30, 2001
is based on its useful life to the Company.  If an intangible asset has a
finite life, but the precise length of that life is not known, that intangible


See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.

                                    10
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

asset shall be amortized over management's best estimate of its useful life.
An intangible asset with an indefinite useful life is not amortized.  The useful
life to an entity is the period over which the asset is expected to contribute
directly or indirectly to the future cash flows of that entity.

Investments
Investments are stated at the lower of cost and market value.


NOTE C -  NOTES RECEIVABLE

Notes Receivable at August 31, 2004 consist of the following:

   An 8% non-collateralized note that matures in December 2004,
   interest is payable quarterly.  Included in the balance is
   $13,971 of accrued interest receivable.                         $113,971

   A 4% non-collateralized note due on demand.  Included in
   the balance is $2,241 of accrued interest receivable.             27,241
                                                                  ----------
       Total Notes Receivable                                      $141,212
                                                                  ==========

Management has made a determination that all of the notes receivable are
collectable and therefore, has not established an allowance for doubtful
accounts.

NOTE D - LOANS RECEIVABLE RELATED PARTIES

The three loans receivable from related corporate entities are non-
collateralized, non-interest bearing and are due on demand.

The loans due as of August 31, 2004 are as follows:

    A Super Deal.com, Inc    $  10,000
    Swap and Shop.net Corp.     10,000
    A Classified Ad, Inc.       10,000
    AAB National Company        10,000
    Pro Card Corporation        10,000
    USAS Digital, Inc.          10,000
    eSecureSoft Company         10,000
    eCom eCom.com Inc.          65,016
    Freedom 4 Wireless, Inc.   597,915
     Less bad debts           (343,995)
                              ---------
        Total                $ 388,936
                              =========
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
                                    11

AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2004


NOTE E - INVESTMENTS

The Company accounts for its investments in common stock using the cost
method for those investments which the Company does not own a controlling
interest.  These investments are currently recorded at cost.  The Company's
share of the investors earnings or losses, if any, are not available at the
date of these financial statements.  No quoted market price is available for
these investments.

The Company accounts for investments in common stock for which there is a
quoted market price as an Available-for-Sale security under Statement of
Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities.

On August 31, 2004, investments consisted of the following:

Cost Method of Accounting
Investment Securities at Cost
   @Visory, LLC                          $   112,500
   Brilliant Coatings, Inc.                  250,000
   Century Aerospace Corporation             285,000
   eSmokes, Inc.                             100,000
   Efficien, Inc.                            287,000
   Smartpill Diagnostics, Inc.               345,000
   Metroflex, Inc.                           900,000
                                          -----------
Total Cost Method Securities               2,279,500

Available-for-Sale method of accounting
Air Media Now, Inc.                        1,859,811
eCom eCom.com Inc.                           215,565
                                          -----------
    Total Available-for-Sale securities    2,075,376
                                          -----------
Total Investment Securities              $ 4,354,876
                                          ===========

Cost Method Securities:

@Visory, LLC is a limited liability company located in East Aurora NY.  The
Company owns 250,000 Series A units of @Visory LLC.  The Company's investment
amounts to 1.2% of the outstanding units of @Visory, LLC.  @Visory, LLC is
taxed as a partnership, not publicly traded.  As of August 31, 2004 @Visory,
LLC had investments in the following companies: Appraisal.com; SmartPill
Diagnostics; Efficien; Liquid Matrix; Saturn Internet Reservations;
StudentVoice; Synacor; and Yipee, Inc.



See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
                                    12
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2004

NOTE E - INVESTMENTS (CONTINUED)

Brilliant Coatings is a Nevada Corporation.  The Company owns 15,000,000 common
shares of Brilliant Coatings.  The Company's investment amounts to 2.3% of the
outstanding common shares of Brilliant Coatings Inc.

Century Aerospace is a Delaware Corporation.  The Company owns 57,000 common
shares of Century Aerospace.  The Company's investment amounts to .7% of the
outstanding common shares of Century Aerospace

eSmokes, Inc is a Florida Corporation.  The company owns 300,000 common shares
of eSmokes, Inc.  The Company's investment amounts to 3.3% of the outstanding
shares of eSmokes, Inc.

Efficien, Inc. is a Delaware Corporation.  The Company owns 500,000 common
shares of Efficien. The Company's investment amounts to 11.9% of the
outstanding common shares of Efficien, Inc.  Efficent specializes in the
development of internet based applications to improve the efficiency of
hospital supply and material flow through an integrated application service
provider (ASP) solution.

SmartPill Diagnostics, Inc. is a Delaware Corporation.  The Company owns
1,194,824 Series A preferred shares of SmartPill Diagnostics, Inc.  The
Company's investment amounts to 11.60% of the outstanding shares of SmartPill
Diagnostics, Inc.  SmartPill Diagnostics is a leading developer of SmartPill
Capsule endoscopy technology.   About the size of a vitamin pill, the SmartPill
Capsule is a capsule endoscopy device that uses patented technology to measure
peristaltic pressure, pH and transit time, and determine real-time location;
factors that aid Gastroenterologists in the diagnosis of such GI motility
disorders as Gastroparesis and Dyspepsia.  The patient benefits from a more
accurate diagnosis and a more comfortable, non-invasive, non-surgical approach
to GI exploratory examinations.  On June 28, 2004 the Company sold all 1,194,824
shares for $776,635.60, resulting in a gain on sale of $6,635.60.  On June 30,
2004 the Company purchased 175,909 shares for $375,000.


Metroflex, Inc. is a Delaware Corporation.  The Company owns 900,000 common
shares of Metroflex, Inc.  Metroflex's MetroFlexCard operates as a MasterCard
debit card. The card enables employers to set up programs through which
employees can pay for commuter expenses-mass transit and parking expenses on a
pretax basis.

Available-for-Sale Securities:

eCom eCom.com, Inc. is a Florida Corporation and trades on the OTC/BB:ECEC. The
company which was the former parent of USA SportsNet Company now American
Capital Holdings, Inc., owns 1,437,100 common shares of eCom.  The Company's


See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
                                    13

AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2004


NOTE E - INVESTMENTS (CONTINUED)

investment amounts to 2.9% of the outstanding shares of eCom.  The cost for
this investment as of May 31, 2004 was $235,071.  On August 31, 2004 the
market value based on a closing bid price of 0.16 per share was $215,565.  The
difference in cost versus market value is recorded as a deficit in Accumulated
Other Comprehensive Income of $19,506.

On February 29, 2004, American Capital Holdings, Inc. purchased certain assets
from ACHI, Inc.  One of the assets that ACHI, Inc. owned, and that was acquired
by American Capital Holdings, Inc., was 53,910,922 common shares of Air Media
Now, Inc.  The only assets recorded on the books of Air Media Now, Inc. at date
of acquisition were the rights to use certain Intellectual Property that had
been developed by the company plus 500,000 common shares of eCom eCom.com, Inc.
American Capital Holdings, Inc. owns approximately 90% of the outstanding common
shares of Air Media Now, Inc.  Management determined that the fair value of the
common stock of Air Media Now, Inc., which is traded on the pink sheets, was
$1,859,811 ($.03 x 53,910,922 shares) at August 31, 2004 and, therefore,
recognized the ownership of this common stock as a marketable security and
available for sale. The loss in value of $(1,609,811) Air Media Now stock is
recognized as a comprehensive loss in the current period and as an Accumulated
Comprehensive Loss in stockholders' equity.


NOTE F - PROPERTY AND EQUIPMENT

Equipment consisting of various Cisco routers, switches, cables, and dual speed
hubs were acquired from a company owned by a majority stockholder of American
Capital Holdings, Inc.  The equipment is being used to support a hosting
operations center.  Additional equipment was purchased by IS Direct Agency
during the quarter ending August 31, 2004.  Depreciation expense of $4,010 has
been recorded for the quarter ending August 31, 2004.  Accumulated depreciation
at August 31, 2004 is $7,962.

NOTE G - PREPAID EXPENSES

Prepaid expenses consist principally of amounts paid for auditing work for the
Company, along with marketing and research material to be used for investor
relations.


NOTE H - INTANGIBLE ASSETS


Intangible assets consist of website and software development costs for IS
Direct, and fees related to applications for patents and trademarks.

See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.

                                    14

AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2004


NOTE I - OTHER ASSETS

Other assets consist primarily of security deposits on the lease of office
facilities.


NOTE J - PROMISSORY NOTES

Promissory Notes as of August 31, 2004 consisted of:

                                                      August 31, 2004
                                                      ---------------
Four interest bearing, non-collateralized
loans.  The loans have various maturities
throughout 2004.                                         $  469,950
                                                         -----------
     Total Notes Payable                                    469,950
     Less Current Portion                                  (469,950)
                                                         -----------
     Net Long-term Debt                                  $        0
                                                         ===========
The short-term notes payable mature as follows:
     August 31, 2004                                     $  469,950
                                                         ===========

An additional non-interest bearing, non-collateralized
     loan.                                               $  590,027
                                                         -----------
Total promissory notes and loans payable                 $1,059,977
                                                         ===========


The notes and loans can be converted to shares of the Company's $.0001 par value
common stock at the option of the holder.  The notes pay interest at 10% per
annum.  Interest is paid quarterly.  The loan can be converted at 80% of the
average closing price of Company's common stock for the preceding five (5)
consecutive trading days with a floor of $1.  The holder of a $500,000 10% note
payable with accrued interest of $9,315 agreed on May 7, 2004 to convert their
debt to common shares.  By Agreement, the shares of common stock at conversion
will not be issued until the effective date of the Company's filings with the
United States Securities & Exchange Commission.

NOTE K - WARRANTS

The Company has issued 1,005,000 (505,000 + 500,000) detachable warrants for
each dollar of debt as described in Note J above.  Management has determined
that the value of the detachable warrants to be $.01 on the date of issuance and

See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.

                                    15
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2004


NOTE K - WARRANTS (CONTINUED)

have charged paid in capital $10,050 during the period.  Each warrant entitles
the holder to purchase one (1) share of common stock at $.01.  The Company also
issued 400,000 warrants to one of the former owners of IS Direct Agency for
providing his insurance licensing in all fifty states.  The warrants can be
exercised for $.01 each.  An additional 216,209 warrants were issued in
connection with the Spaulding acquisition, each unit of Spaulding entitled the
owner to one warrant with an exercise price of $6.00 each.

The following is a summary of warrants through August 31, 2004:

       Outstanding warrants at the beginning of the year   1,621,209
       Warrants issued                                             0
       Warrants expired                                            0
       Warrants exercised                                          0
                                                         ------------
       Warrants outstanding at August 31, 2004             1,621,209


NOTE L - COMMITMENTS AND CONTINGENCIES

The Company leases approximately 1200 feet office facilities in Palm Beach
Gardens, Florida under an operating lease of $3,297 per month which expires on
January 31, 2005.  ISDA leases approximately 200 square feet of office
facilities in Buffalo, NY under a month to month agreement of $425.00 per month.
Future minimum lease payments including sales tax as of August 31, 2004 are:
Fiscal Years ending:

            May 31, 2005                        16,908
                                               -------
            Total Minimum Lease Payments      $ 16,908

Rent expense for the three month period ending August 31, 2004 was $10,074.


NOTE M - INCOME TAXES

No provision for federal and state income taxes has been recorded
because the Company has incurred net operating losses since inception.  The
Company's net operating loss carry-forward as of August 31, 2004 totals
approximately $753,600.  These carry-forwards, which will be available to
offset future taxable income, expire beginning in May 31, 2024.

The Company does not believe that the realization of the related net
deferred tax asset meets the criteria required by generally accepted



See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
                                    16
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2004

NOTE M - INCOME TAXES (CONTINUED)

accounting principles and, accordingly, the deferred income tax asset arising
from such loss carry forward has been fully reserved.

The Company accounts for income taxes in accordance with FASB Statement No.
109, Accounting for Income Taxes (FASB 109). Under FASB 109, income taxes are
provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes related to
certain income and expenses recognized in different periods for financial and
income tax reporting purposes. Deferred tax assets and liabilities represent
the future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Deferred taxes also are recognized for operating losses and tax credits that
are available to offset future taxable income and income taxes, respectively.
A valuation allowance is provided if it is more likely than not that some or
all of the deferred tax assets will not be realized.


NOTE N  STOCKHOLDERS' EQUITY

To facilitate the purchase of the assets of ACHI, the Company recorded a one
for twenty reverse split on the Effective Date of the currently outstanding
common stock, while maintaining the conversion and exercise prices of the
Senior Notes, the Secured Notes, the Subordinated Notes and the related
warrants.  All prior period share and per-share amounts have been restated to
account for the reverse split.  Any fractional shares remaining after the
reverse split will be paid out in cash to the shareholder on the Effective
Date.

Warrants were granted to Promissory Noteholders with detachable warrants.
Management has determined that the fair value of each warrant is $0.01.

The computation of diluted loss per share before extraordinary item for the
three months ended August 31, 2004 does not include shares from potentially
dilutive securities as the assumption of conversion or exercise of these would
have an anti-dilutive effect on loss per share before extraordinary items.  In
accordance with generally accepted accounting principles, diluted loss per share
from extraordinary item is calculated using the same number of potential common
shares as used in the computation of loss per share before extraordinary items.


NOTE O - DEFERRED TAX ASSET

Deferred income taxes are provided for temporary differences between the
financial reporting and income tax basis of the Company's assets and
liabilities.  Temporary differences, net operating loss carry forwards
and valuation allowances comprising the net deferred taxes on the balance


See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
                                    17
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2004

NOTE O - DEFERRED TAX ASSET (CONTINUED)

sheets is as follows:
                                                      August 31, 2004
                                                     --------------
         Loss carry forward for tax purposes          $    753,600
                                                     ==============
         Deferred tax asset (34%)                          256,224
         Valuation allowance                              (256,224)
                                                     --------------
         Net deferred tax asset                       $          -
                                                     ==============

No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The Company's net
operating loss carry-forward as of August 31, 2004 was approximately
$753,600. These carry-forwards, which will be available to offset future
taxable income, will expire through the year 2024.

The Company does not believe that the realization of the related net deferred
tax asset meets the criteria required by generally accepted accounting
principles and, accordingly, the deferred income tax asset arising from such
loss carry forward has been fully reserved.

NOTE P - RELATED PARTY TRANSACTIONS

The Company has accounts receivables due from nine related company entities.
eCom eCom.com, Inc. owes $65,016 for services paid to the Company's transfer
agent and accountant.  Freedom 4 Wireless, Inc. owes the Company $597,915 for
working capital and inventory purchased by ACHI, subsequently purchased by the
Company on February 29, 2004.  Addition advances were made of $10,000 into each
of the following seven spin-off of eCom;  A Super Deal.com, Inc, Swap and
Shop.net Corp, A Classified Ad, Inc, AAB National Company, Pro Card Corporation,
USAS Digital Inc, and eSecureSoft Company.  These related party transactions
totaled $388,936 on August 31, 2004.  The Company has received loans from Loans
and Officer and Directors.  As of August 31, 2004, the company owes $285,066 to
Barney A. Richmond and $1,372 to Richard C. Turner.  The company has received
loans of $32,516 from other shareholders.

NOTE Q - RECENT ACCOUNTING PRONOUNCEMENTS

The FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations with
an effective date for financial statements issued for fiscal years beginning
after June 15, 2002.  The statement addresses financial accounting and
reporting for obligations related with the retirement of tangible long-lived
assets and the costs associated with asset retirement.  The statement requires
the recognition of retirement obligations which will, therefore, generally
increase liabilities; retirement costs will be added to the carrying value of

See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
                                    18

AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2004


NOTE Q - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

long-lived assets, therefore, assets will be increased; and depreciation and
accretion expense will be higher in the later years of an assets life than in
earlier years.  The Company adopted SFAS No. 143 at January 1, 2002.  The
adoption of SFAS No. 143 had no impact on the Company's operating results or
financial positions.

The FASB also issued SFAS No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets and is effective for financial statements issued for
fiscal years beginning January 1, 2002.  This statement addresses financial
accounting and reporting for the impairment or the disposal of long-lived
asset.  An impairment loss is recognized if the carrying amount of a long-

lived group exceeds the sum of the undiscounted cash flow expected to result
from the use and eventual disposition of the asset group.  Long-lived assets
should be tested at least annually or whenever changes in circumstances
indicate that its carrying amount may not be recoverable.  This statement
does not apply to goodwill and intangible assets that are not amortized.
The Company adapted SFAS No. 144 in the first quarter of 2002.  The adoption
of SFAS No. 144 had no impact on the Company's operating results or
financial position.

In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections"("SFAS No. 145"). SFAS No. 145 eliminates the requirement to
classify gains and losses from the extinguishment of indebtedness as
extraordinary, requires certain lease modifications to be treated the same as a
sale-leaseback transaction, and makes other non-substantive technical
corrections to existing pronouncements. SFAS No. 145 is effective for fiscal
years beginning after May 15, 2002. SFAS No. 145 was adopted on June 1, 2003
and did not have a material effect on the Company's financial position or
results of operations.

The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity" and is effective for
financial instruments entered into after May 31, 2003.  This Statement
establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity.  It requires that an issuer
classify a financial instrument that is within its scope as a liability because
that financial instrument embodies an obligation of the issuer.  The Company
has adopted SFAS No. 150 and the adoption has had no impact on the Company's
operating results or financial position.

Goodwill and intangible assets acquired prior to July 1, 2001 will continue to
be amortized and tested for impairment in accordance with pre- SFAS No. 142
requirements until adoption of SFAS No. 142. Under the provision of SFAS

See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
                                    19
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2004


NOTE Q - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

No.142, intangible assets with definite useful lives will be amortized to their
estimated residual values over those estimated useful lives in proportion to
the economic benefits consumed. Such intangible assets remain subject to the
impairment provisions of SFAS No. 121. Intangible assets with indefinite useful
lives will be tested for impairment annually in lieu of being amortized. The
impact of adopting SFAS Nos. 141 and 142 will not cause a material change in the
Company's consolidated financial statements as of the date of this report.





































See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.



                                    20

AMERICAN CAPITAL HOLDINGS, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         HISTORY AND BUSINESS STRATEGY
History

The Company was incorporated in the State of Florida on January 25, 1999 as US
Amateur Sports Company, a wholly-owned subsidiary of eCom eCom.com, Inc.
("eCom") which trades on the OTC/Pink Sheets under the symbol 'ECEC.' On March
24, 2003, the Company changed its name to USA SportsNet, Inc., and recently
changed its name to American Capital Holdings, Inc. in connection with its spin-
off by eCom and its acquisition of certain assets of a company formerly known as
American Capital Holdings, Inc. (now known as ACHI, Inc.)  The Company's main
office is located at 100 Village Square Crossings, Suite 202, Palm Beach
Gardens, Florida 33410, and the telephone number is (561) 207-6395.

While a wholly-owned subsidiary of eCom, the Company developed an e-commerce
Internet infrastructure. This product provided an affordable, user-friendly
technological platform and professional resources to facilitate web business
development.  It also operated an on-line business as a test model, using
Company developed e-commerce concepts to sell sports products.

The Company was one of ten wholly-owned subsidiaries of eCom, with varying
business plans.  In recent years, eCom concluded that it did not have the
financial resources necessary to develop all of its ten business units
collectively.  eCom decided to spin off its subsidiaries into independent
companies in the belief that independent companies, each with a distinct
business, would be better able to obtain necessary funding and develop their
business plans.  This belief was based in part on eCom's experience with
potential business partners which sought involvement with only one of eCom's
subsidiaries, rather than involvement with the multi-faceted eCom.

On December 1, 2003, the Board of Directors of eCom approved the spin-off of the
Company.  They voted to issue to the shareholders of eCom one share of the
Company for every one share of eCom owned as of the record date of January 5,
2004.  Fractional shares will be purchased by the Company. No payment was
required of the eCom shareholders.

After the spin-off of the Company was completed, the Company was presented with
an opportunity to acquire certain assets of American Capital Holdings, Inc. (now
known as, and referred to hereafter as ACHI) On January 12, 2004, the Company
entered into an Asset Purchase Agreement with ACHI whereby the Company acquired
certain assets of ACHI in return for the issuance of common stock of the Company
in an amount equal to 84.1% of the total ownership of the Company.  In order to
accomplish this transaction, the Company effected a 20-to-1 reverse stock split,
which reduced its outstanding stock to 2,497,756 shares, and issued to ACHI
13,226,147 shares.  The Company then changed its name to American Capital
Holdings, Inc., and ACHI changed its name to ACHI, Inc.


                                     21






AMERICAN CAPITAL HOLDINGS, INC.

In addition, the Company agreed to reserve 25,000,000 of its authorized, but
unissued shares, for issuance pursuant to a public offering, and to issue
2,162,099 shares to Spaulding Ventures, LLC, or its shareholders, in replacement
of the shares of ACHI issued or to be issued to Spaulding in connection with a
prior acquisition of assets by ACHI from Spaulding (see "Acquisition of
Spaulding").  The proceeds of the public offering are to be used to acquire
additional interests in some of the companies in which the Company currently
holds an ownership interest, to provide capital to those companies, and to
acquire interests in other businesses of interest to the Company, which have not
yet been identified.

The assets acquired from ACHI consist primarily of approximately $10.8 million
of investment interests in ten developing companies (described below),
approximately $5.3 million of restricted securities, approximately $233,000 of
marketable securities, approximately $100,000 in cash, and proprietary
investment programs known as Energy Tax Incentive Preferred Securities ("ETIPS")
and Guaranteed Principal Insured Convertible Securities ("GPICS") which ACHI had
developed and specifically designed to facilitate investment in oil and gas
exploration in the United States, and in developing companies. See the American
Capital Holdings balance sheet included in the Financial Statements section of
this report.

On December 30, 2003, prior to the Company's acquisition from ACHI, ACHI entered
into a letter agreement with Spaulding Ventures, LLC, pursuant to which ACHI
agreed to acquire all of Spaulding's assets in return for 2,162,099 shares of
ACHI common stock, plus warrants to purchase a total of 216,210 additional
shares of ACHI common stock at a purchase price of $6.00 per share. As part of
its acquisition from ACHI of the assets ACHI acquired from Spaulding, the
Company has agreed to replace the shares and warrants issued by ACHI with shares
and warrants of the Company.  In order to facilitate the distribution of these
securities by Spaulding to its shareholders, the Company intends file a
Registration Statement with the Securities and Exchange Commission registering
the distribution to Spaulding's shareholders of both the acquisition shares and
the shares to be issued upon exercise of the warrants.

The assets acquired by ACHI from Spaulding, and subsequently acquired by the
Company from ACHI, consist primarily of equity ownership positions in the
following ten developing companies:
     Smart Pill Holding Corporation         Brilliant Roadways, Inc.
     @visory, LLC                           eSmokes, Inc.
     Efficien, Inc.                         IS Direct Agency, Inc.
     Solid Imaging, Ltd.                    Century Aerospace Corporation.
     Traffic Engine, Inc.                   Metroflex, Inc.


American Capital Holdings, Inc.'s principal executive offices are located at 100
Village Square Crossing, Suite 202, Palm Beach Gardens, FL 33410, and our
telephone number is (561) 207-6395.  The Company's fiscal year ends May 31,
2005.  The company maintains a web site at www.americancapitalholdings.com.



                                     22


AMERICAN CAPITAL HOLDINGS, INC.

Business Strategy

American Capital Holdings, Inc. ("the Company") is a Florida Corporation whose
primary business consists of insurance and proprietary financial products
designed to utilize tax incentives for principal-guaranteed capital investment,
and mitigate the impact of balance sheet liabilities of unfunded government and
private sector post-employment benefit plans.   The Company has ownership rights
of the trademarks for five proprietary products:

       GPICSTM -- Guaranteed Principle Insured Convertible Securities

       ETIPSTM -- Energy Tax Incentive Preferred Securities

       ETICSTM -- Equipment Tax Incentive Convertible Securities

       GPACSTM -- Guaranteed Pension Accounting Contract Solutions

       GPACSTM -- Government Pension Accounting Contract Solutions

Our Chairman, Barney A. Richmond, has applied for a patent on the GPACS(TM)
product, and intends to assign the patent to the Company upon approval.

Our proprietary products use insurance as part of their investment structure.
These insurance contracts will be written through licensed insurance carriers,
and underwritten through three subsidiaries of the Company:  IS Direct Agency,
Inc.("ISDA"), Universe Life Insurance Company ("Universe"), and Cosmopolitan
Life Insurance Company ("Cosmopolitan").  ISDA and Universe are wholly-owned
subsidiaries of the Company, and Cosmopolitan will be a wholly-owned subsidiary
of the Company, with the transaction expected to close in the third quarter of
2005. The Company intends to conduct its primary business operations through
these three subsidiaries.

SUBSIDIARIES

IS Direct Agency, Inc.

IS Direct Agency, Inc. ("ISDA") was incorporated in the State of Florida on May
20, 2004.  On May 21, 2004 ISDA acquired the assets of IS Direct Agency, Inc., a
New York Corporation. On May 21, 2004 an asset purchase agreement was executed
between American Capital Holdings and ISDA.  ISDA is currently licensed in 43
states, but expects to obtain the necessary licenses to operate nationally.
Chris Dillon, President of IS Direct, is licensed as an independent agent in 49
states, and in the District of Columbia.  In addition to term life, annuities,
and other traditional insurance products, IS Direct will offer placement for the
insurance components of our proprietary products.  We anticipate most of the
insurance products sold by ISDA to be underwritten by Universe.  We also intend
to sell the products of other licensed insurance carriers through ISDA.
Although ISDA currently sells primarily term insurance products, the acquisition
of Universe is expected to broaden the scope of its offerings.

                                     23



AMERICAN CAPITAL HOLDINGS, INC.

Universe Life Insurance Company

Universe is a wholly-owned subsidiary of The Company, pending change-of-control
approval by the Insurance Commission of the State of Idaho.  Universe is a life,
health, and annuities insurance carrier currently licensed in 43 states.
Universe is in the process of obtaining licenses to operate in the remaining 7
states.  We expect Universe to be domiciled in the state of South Carolina, with
principle offices in Charleston.

Cosmopolitan Life Insurance Company

On October 30, 2004, the Company entered into a purchase agreement with
Cosmopolitan Life Insurance Company to acquire 100% ownership of the voting
shares of the entity.  The acquisition is expected to close by May 31, 2005,
pending approval by the Insurance Commissioner of Arkansas. Cosmopolitan Life
Insurance Company is a stipulated premium insurer, chartered in 1931 in the
State of Arkansas.  Until 1998, Cosmopolitan was engaged exclusively in
providing burial / final expense insurance, and was operated as a small
stipulated premium carrier in association with the mortuary business.  In 1998,
Cosmopolitan broadened the company's offerings to include a dental insurance
product and specific stop-loss coverage for employer self-funded plans.  In
recent periods, the majority of revenues reported are a result of re-insurance
assumed, although the dental product has remained a small but profitable
operating segment.  Cosmopolitan anticipates significant growth potential from
the additional affiliations resulting from the American Capital Holdings, Inc.
acquisition.

Capital City Holding, Inc.

Currently, the company is in negotiations with a company known as Capital City
Holding Company, Inc. ("CCHC"), a South Carolina Corporation

PROPRIETARY PRODUCTS

Our GPICS(TM), ETIPS(TM), and ETICS(TM) products are investment structures
designed to utilize and maximize energy and equipment tax incentives, while
encouraging investment in oil and gas exploration in the United States, and
investment in developing companies.  These products are characterized by the
guarantee of principal due to the structure of the investment. When and if these
products are utilized, when applicable, they will require separate SEC
registration statements and/or insurance product approvals in the states in
which the products are utilized.

Our GPACS(TM) product was created in response to General Accounting Standards
Board Statement 45 ("GASB 45"), which requires state and local governments to
account for and report the annual cost of other post-employment benefits
(referred to hereafter as "OPEB"), in essentially the same manner in which they
are required to account for pension obligations.  This creates a liability on
the balance sheet which often can misrepresent an entity's financial health in
an adverse manner.  Our product is designed to structure an investment that
offsets the liability with an asset, and additionally, provides investment
income and a tax benefit when coupled with the proper treatment of employee's
accrued income (part of OPEB.)
                                     24

AMERICAN CAPITAL HOLDINGS, INC.

Management's plan of operation consists of selling our proprietary products to
government and private sector customers for whom the product provides maximum
utility, and underwriting the insurance element of the product through our
wholly-owned subsidiaries.   We intend to use third-party insurance carriers,
but intend to retain commissions and premium payments within our subsidiaries.

We intend to use the financial products of our subsidiaries to address the needs
of governmental and private sector businesses regarding unfunded pension
liabilities and other post-employment benefit ("OPEB") liabilities.  We also
plan to sell annuities and other insurance products, through our subsidiaries,
to both the public and private sectors.  We also intend to invest and/or sell
our proprietary ETIPS(TM) and ETICS(TM) products in the public marketplace.

Our GPACS(TM) products, which refers to both the Guaranteed Pension Accounting
Contract Solutions product and the Government Pension Accounting Contract
Solutions product, relate to a business method of adjusting the balance sheet of
a business or governmental organization, and particularly to a system for
organizing the unfunded obligations of the organization so that the liability on
the balance sheet becomes offset by an asset.  The product also provides a
systematic investing capability to enhance the profitability of the organization
and the improved treatment of tax obligations.

GPACS was created in response to the General Accounting Standards Board ("GASB")
Statement 45, which generally requires state and local governmental employers to
account for and report the annual cost of OPEB and the outstanding obligations
and commitments related to OPEB in essentially the same manner as currently
required pension obligations. Annual OPEB costs for most employers will be based
on actuarially determined amounts that, if paid on an ongoing basis, generally
would provide sufficient resources to pay benefits as they come due. The
provisions of Statement 45 do not require governments to fund their OPEB plans.
An employer may establish its OPEB liability at zero as of the beginning of the
initial year of implementation. However, the unfunded actuarial liability is
required to be amortized over future periods. Statement 45 is effective for
periods beginning after December 15, 2006, 2007, or 2008, depending on the size
of the government entity based on annual revenues used for GASB 34
implementation requirements.

In May of 2004, the GASB issued a corresponding "plan" statement, Statement 43 -
Financial Reporting for Post-Employment Benefit Plans Other than Pension Plans.
Statement 43 is effective one year prior to Statement 45. This statement
requires a statement of plan net assets, statement of changes in plan net
assets, schedule of funding progress, and schedule of employer contributions in
the stand-alone financial reports of OPEB plans, as well as in the financial
statements of governments having OPEB trust funds.

Actuarial services will be required one year earlier if the "plan" Statement 43
is applicable, unless an alternative measurement method is utilized. However,
the alternative measurement method is only an option for plans with a total
membership of fewer than one hundred. Many OPEB plans are currently paying
benefits on a pay-as-you-go basis. If a government does not have an acceptable
trust or equivalent arrangement established, actuarial valuations will not be
necessary until Statement 45 is effective. Establishing a trust may be an option

                                      25
AMERICAN CAPITAL HOLDINGS, INC.

for funding OPEB benefits; employers should consider the impact of required
actuarial services.

Our GPICS(TM), ETIPS(TM), and ETICS(TM) products are each investment structures
designed to maximize the benefit of energy and equipment tax incentives, in
order to facilitate investment in energy related and other business enterprises.
An essential feature of these products is a guarantee of the principal invested,
as a result of the structuring of the investment.


Government Regulation

Life insurance companies are subject to regulation and supervision by the states
in which they transact business. State insurance laws establish supervisory
agencies with broad regulatory authority, including the power to:

* grant and revoke licenses to transact business
* regulate and supervise trade practices and market conduct
* establish guaranty associations
* license agents
* approve policy forms
* approve premium rates for some lines of business
* establish reserve requirements
* prescribe the form and content of required financial statements and reports
* determine the reasonableness and adequacy of statutory capital and surplus
* perform financial, market conduct and other examinations
* define acceptable accounting principles
* regulate the type and amount of permitted investments
* limit the amount of dividends and surplus note payments that can be paid
  without obtaining regulatory approval.

Our life subsidiaries are subject to periodic examinations by state regulatory
authorities.  The payment of dividends or the distributions, including surplus
note payments, by our life subsidiaries is subject to regulation by each
subsidiary's state of domicile's insurance department. In addition, dividends
and surplus note payments may be made only out of earned surplus, and all
surplus note payments are subject to prior approval by regulatory authorities.

Most states have also enacted regulations on the activities of insurance holding
company systems, including acquisitions, extraordinary dividends, the terms of
surplus notes, the terms of affiliate transactions and other related matters.

Most states have enacted legislation or adopted administrative regulations
affecting the acquisition of control of insurance companies as well as
transactions between insurance companies and persons controlling them. The
nature and extent of such legislation and regulations currently in effect vary
from state to state. However, most states require administrative approval of the
direct or indirect acquisition of 10% or more of the outstanding voting
securities of an insurance company incorporated in the state. The acquisition of
10% of such securities is generally deemed to be the acquisition of "control"
for the purpose of the holding company statutes and requires not only the filing
of detailed information concerning the acquiring parties and the plan of


                                     26
AMERICAN CAPITAL HOLDINGS, INC.

acquisition, but also administrative approval prior to the acquisition. In many
states, the insurance authority may find that "control" in fact does not exist
in circumstances in which a person owns or controls more than 10% of the voting
securities.

Federal legislation and administrative policies in several areas, including
pension regulation, age and sex discrimination, financial services regulation,
securities regulation and federal taxation can significantly affect the
insurance business.

State insurance regulators and the NAIC are continually reexamining existing
laws and regulations and developing new legislation for the passage by state
legislatures and new regulations for adoption by insurance authorities. Proposed
laws and regulations or those still under development pertain to insurer
solvency and market conduct and in recent years have focused on:

* insurance company investments
* risk-based capital ("RBC") guidelines, which consist of regulatory targeted
  surplus levels based on the relationship of statutory capital and surplus,
  with prescribed adjustments, to the sum of stated percentages of each element
  of a specified list of company risk exposures
* the implementation of non-statutory guidelines and the circumstances under
  which dividends may be paid
* product approvals
* agent licensing
* underwriting practices
* insurance and annuity sales practices

RESULTS OF OPERATIONS

Comparison of the three months ended August 31, 2004 with the three months
ended August 31, 2003.

Revenue for the three month period ended August 31, 2004 was $66 compared to
no revenue recorded during the same period of the prior year.  Revenues were
recorded from commission received by our insurance subsidiary IS Direct Agency.

Gross profit reflects a loss of $3,944 in the current year versus no loss for
the prior years three month period.  Depreciation expense contributed $4,010 to
the current years deficit in gross profit.

General and administrative costs of $243,862 for the current three month period
reflect costs of staffing our administrative and sales offices.  Consulting
costs contributed $114,672; rent contributed $10,074; and travel contributed
$37,851 of the total $243,862 administrative expenses for the current three
month period.

Our operations for the three months ended August 31, 2004 resulted in a net
loss of $262,162 .  Unrealized holding losses during the current three month
period of $1,116,320 was the result of a decline in the market value of both the
Company's holdings in eCom eCom.com and Air Media Now, Inc.  A $43,113 decline
in the eCom market value plus a $1,073,207 decline in the Air Media Now market
value combined for the $1,116,320 loss the three months ended August 31, 2004.
                                     27

AMERICAN CAPITAL HOLDINGS, INC.

Realized gains and losses during the current three month period of $6,636
resulted from the the company's sale of its 1,194,824 share holding of Smart
Pill Diagnostics, Inc.

LIQUIDITY AND CAPITAL RESOURCES

As of August 31, 2004 current assets totaled $3,441,248 compared to $3,239,008
at the end of the prior fiscal year.  The $202,240 increase in total current
assets was the result of an increase in cash of $198,259 as the company borrowed
funds from shareholders.

Accounts Payable decreased from $27,806 to $23,235 during the current three
months.  Current liabilities increased from $931,485 at the end of the prior
fiscal year to $1,415,045 at the end of the current quarter, an increase of
$483,560 due to the increase of short term borrowing.

To the extent that additional funds are required to support operations or to
expand our business, we may sell additional equity, issue debt or obtain other
credit facilities through financial institutions.  Any sale of additional equity
securities will result in dilution to our shareholders.


ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, based on an evaluation of
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934), the Chief Executive
and Chief Financial Officer of the Company has concluded that the Company's
disclosure controls and procedures are effective at the reasonable assurance
level to ensure that information required to be disclosed by the Company in its
Exchange Act reports is recorded, processed, summarized and reported within the
applicable time periods specified  by the SEC's rules and forms.

There were no changes in the Company's internal controls over financial
reporting during the quarter ended August 31, 2004 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.


Conclusions:
Based upon the Controls Evaluation, the CEO/CHAIRMAN and CFO have concluded
that, subject to the limitations noted above, the Disclosure Controls are
effective to timely alert management to material information relating to the
Company during the period when its periodic reports are being prepared.

In accordance with SEC requirements, the CEO/CHAIRMAN and CFO note that, since
the date of the Controls Evaluation to the date of this Quarterly Report, there
have been no significant changes in Internal Controls or in other factors that
could significantly affect Internal Controls, including any corrective actions
with regard to significant deficiencies and material weaknesses.



                                     28


AMERICAN CAPITAL HOLDINGS, INC.


PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.

The Company is not a party to any legal proceedings, except for an Involuntary
Bankruptcy Petition filed by the Company, as one of three (3) petitioning
creditors, against eCom that is currently pending in the Federal District Court
in Broward County, Florida.  American Capital Holdings, Inc. is a creditor of
eCom and the spin-offs of eCom, and is initiating the bankruptcy proceedings as
means to reorganize eCom and the spin-offs of eCom due to failed or failing
businesses, and lost shareholder value. In 1999, eCom reached market
capitalization of over $250 million.  Since 1999, market capitalization has hit
record lows of approximately $120 thousand, and currently ranges between $500
thousand and $1 million.  The bankruptcy filing will allow the Company to
reorganize and/or divest their interest in order to pursue profitable strategies
as a means of restoring lost shareholder value.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

In February 2004, the Company issued 162,099 shares for Spaulding, in connection
with the company's acquisition of certain assets from that company (See
"Description of Business - Acquisition of American Capital Holdings").  Inasmuch
as American Capital Holdings had access to comprehensive information about the
Company, the shares were issued in reliance upon Section 4(2) of the Securities
Act.  A legend was placed on the certificates stating that the securities were
not registered under the Securities Act and setting forth appropriate
restrictions on their transfer or sale.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

        None


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

        None


ITEM 5. OTHER INFORMATION.


Board of Directors Vote

On November 15, 2004 the Board of Directors of American Capital Holdings made a
motion which was passed to appoint the following individuals to the Board of
Directors;  Barney A. Richmond, Richard C. Turner, Matt Salmon, Michael
Camilleri, Douglas Sizemore, Norman E. Taplin, and Barry M. Goldwater, Jr.
Mr. Richmond will serve as Chairman, President and Secretary and Mr. Turner will
serve as Treasurer.

                                     29
AMERICAN CAPITAL HOLDINGS, INC.

On November 15, 2004 the Board of Directors of American Capital Holdings amended
the Articles of Incorporation.  Article Four was changed to increase the
authorized shares of the corporation from one hundred million shares to three
hundred million shares.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
     Exhibit 3.1  Amended Articles of Incorporation dated
                  November 15, 2004 (incorporated by reference to
                  the Company's Form 10-SB/A filed January 11, 2005)

     Exhibit 3.2  Bylaws of the Company (incorporated by reference
                  to the Company's Form 10-SB filed May 24, 2004)

     Exhibit 31.1  Certification required under Section 302 of
                   the Sarbanes-Oxley Act of 2002 by the CE0

     Exhibit 31.2  Certification required under Section 302 of
                   the Sarbanes-Oxley Act of 2002 by the CFO

     Exhibit 32    Section 1350 Certification

(b) Reports on Form 8-K:
     None


                                SIGNATURES

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

April 28, 2005                   By:  /s/   Barney A. Richmond
                                             Barney A. Richmond,
                                             Chief Executive Officer

April 28, 2005                   By:  /s/   Richard C. Turner
                                             Richard C. Turner,
                                             Chief Financial Officer



SIGNATURES AND CERTIFICATIONS

EXHIBIT 31.1
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Barney A. Richmond, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A of American Capital
Holdings, Inc.;

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

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is prepared;
 b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this  report
(the "Evaluation Date"); and
 c) presented in this report our conclusions about the effectiveness  of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):

 a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
 b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.

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

Date: April 28, 2005

/s/ Barney A. Richmond
--------------------------
Barney A. Richmond
President



EXHIBIT 31.2

CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard C. Turner, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A of American Capital
Holdings, Inc.;

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

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is prepared;
 b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and
 c) presented in this quarterly report our conclusions about the effectiveness
 of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):

 a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
 b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.

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

 Date: April 28, 2005


/s/ Richard C. Turner
---------------------------
Richard C. Turner
Chief Financial Officer


EXHIBIT 32

CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of American Capital Holdings
Inc., a Florida corporation (the "Company"), on Form 10-QSB/A for the period
ending August 31, 2004 as filed with the Securities and Exchange Commission
(the "Report"), Barney A. Richmond, President of the Company and Richard C.
Turner, Chief Financial Officer of the Company, respectively, do each hereby
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
1350), that to his knowledge:

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

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

      /s/    Barney A. Richmond
      ---------------------------
      Barney A. Richmond
      President
      Date: April 28, 2005


      /s/     Richard C. Turner
      --------------------------
      Richard C. Turner
      Chief Financial Officer
      Date: April 28, 2005

[A signed original of this written statement required by Section 906 has been
provided to American Capital Holdings, Inc. and will be retained by American
Capital Holdings, Inc. and furnished to the Securities and Exchange Commission
or its staff upon request.]

Exhibits to Form 10-QSB/A will be provided to shareholders of the Registrant
upon written request addressed to American Capital Holdings, Inc., 100 Village
Square Crossing, Suite 202, Palm Beach Gardens, Florida 33410. Any exhibits
furnished are subject to a reasonable photocopying charge.

The Securities and Exchange Commission has not approved or disapproved of this
Form 10-QSB nor has it passed upon its accuracy or adequacy.