-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J+av4uw7v/IWlcnjPBTSJgbHC4HPLsl7UibFamIP+xZRmOSt8wwISHyCj4XquIj0 f4A6+pvp4QlxmfpjcAtvqQ== 0001157523-04-008842.txt : 20040929 0001157523-04-008842.hdr.sgml : 20040929 20040929142453 ACCESSION NUMBER: 0001157523-04-008842 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040929 DATE AS OF CHANGE: 20040929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CAPITAL PARTNERS LIMITED INC CENTRAL INDEX KEY: 0001114098 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 880440536 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-31663 FILM NUMBER: 041052355 BUSINESS ADDRESS: STREET 1: 319 CLEMATIS STREET STREET 2: SUITE 527 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 5613669211 MAIL ADDRESS: STREET 1: 319 CLEMATIS STREET STREET 2: SUITE 527 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PRODUCT CORP DATE OF NAME CHANGE: 20030424 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN IR TECHNOLOGIES INC DATE OF NAME CHANGE: 20000928 10QSB 1 a4730210.txt AMERICAN CAPITAL PARTNERS LIMITED, INC. 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 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) Check whether issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of the Company's common stock as of September 29, 2004 is shown below: Title of Class Number of Shares Outstanding Common Stock, par value $.001 per share 111,393. Documents Incorporated by Reference: None 1 AMERICAN CAPITAL PARTNERS LIMITED, INC. FORM 10-QSB Table of Contents PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Item 2 - Management's Discussion or Plan of Operations Item 3 - Controls and Procedures PART II - OTHER INFORMATION Item 2 - Changes in Securities Item 6 - Exhibits and Reports on Form 8-K 2
PART I - FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS AMERICAN CAPITAL PARTNERS LIMITED, INC CONSOLIDATED BALANCE SHEETS March 31, December 31, 2004 2003 ------------------ ---------------- (Unaudited) ASSETS Current Assets: Cash and cash equivalents $53,380 $38,322 ------------------ ---------------- Total Current Assets 53,380 38,322 FURNITURE AND EQUIPMENT, net 1,796 - ------------------ ---------------- DISCOUNT ON CONVERTIBLE DEBT, net 94,130 99,130 ------------------ ---------------- Total Assets $149,306 $137,452 ================== ================ LIABILITES AND SHAREHOLDERS' DEFICIENCY Current Liabilities: Accounts payable and accrued expenses $215,230 $210,230 ------------------ ---------------- Total Current Liabilities 215,230 210,230 CONVERTIBLE DEBT 100,000 100,000 ------------------ ---------------- Total Liabilities 315,230 310,230 ------------------ ---------------- Shareholders' Deficiency Common stock, $.001 par value, 150,000,000 shares authorized, 111,393 isseud and outstanding, respectively 111 119 Additional paid-in capital (41,077) (41,085) Accumulated deficit (124,958) (131,812) ------------------ ---------------- Total Shareholders' Deficiency (165,924) (172,778) ------------------ ---------------- Total Liabilities and Stockholders' Deficiency $149,306 $137,452 ================== ================
3
AMERICAN CAPITAL PARTNERS LIMITED, INC CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT Three Months Ended Three Months Ended March 31, March 31, 2004 2003 ------------------------- --------------------------- (Unaudited) (Unaudited) REVENUES, net $101,787 $- COST OF SALES - - ------------------------- --------------------------- GROSS PROFIT 101,787 - ------------------------- --------------------------- OPERATING EXPENSES: General and administrative expenses 87,933 - ------------------------- --------------------------- TOTAL OPERATING EXPENSES 87,933 - ------------------------- --------------------------- OPERATING INCOME 13,854 - OTHER EXPENSES: Interest expense 7,000 - ------------------------- --------------------------- NET INCOME $6,854 $- ========================= =========================== Weighted average number of shares outstanding - basic and diluted 111,393 20,638,438 ========================= =========================== Net income per common share - basic and diluted $0.06 $- ========================= ===========================
4
AMERICAN CAPITAL PARTNERS LIMITED, INC CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Three Months Ended Ended March 31, March 31, 2004 2003 --------------------- ----------------------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $6,854 $- --------------------- ----------------------- Amortization of Discount on Convertible Debentures 5,000 CHANGES IN OPERATING ASSETS AND LIABILITIES Increase in accounts payable and accrued expenses 5,000 NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 16,854 - --------------------- ----------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of furniture and equipment (1,796) - --------------------- ----------------------- NET CASH USED BY INVESTING ACTIVITIES (1,796) - --------------------- ----------------------- CASH FLOWS FROM FINANCING ACTIVITIES - - --------------------- ----------------------- Change in cash 15,058 - Cash - Beginning of period $38,322 $- --------------------- ----------------------- Cash - End of period $53,380 $- ===================== =======================
5 NOTE 1 - ORGANIZATION OF BUSINESS On October 29, 1999 American IR Technologies, Inc. was organized under the laws of the State of Nevada. On November 18, 2002, American IR Technologies, Inc. changed its name to American Products Corporation ("Products Corp") with a principal business purpose to design and market consumer electronics that utilize infrared technology. However, sales from these products were not sufficient to fund operations and the company subsequently ceased all manufacturing and marketing efforts. On October 28, 2003, Products Corp, then a publicly held inactive company, and American Capital Partners Limited, Inc. ("ACP" or the "Company"), a Nevada corporation entered into a Letter of Agreement (the "Agreement") whereby ACP tendered all its issued and outstanding shares in exchange for Products Corp issuing 50,000,000 pre reverse-split shares or 70% of its common stock. The 50,000,000 pre reverse-split shares of restricted common stock were issued to the shareholders of ACP. Pursuant to the Agreement, the former shareholders of ACP controlled Products Corp through control of the common stock immediately upon conclusion of the exchange of shares and this transaction was accounted for as a recapitalization of ACP. The post-merger entity reflects the assets and liabilities of both entities at historical cost, the historical operations of ACP and the operations of Products Corp subsequent to the date of the recapitalization. Effective on January 16, 2004, the Company filed amended Articles of Incorporation with the State of Nevada to change its name to American Capital Partners Limited, Inc. The Company is authorized to issue 150,000,000 shares of common stock at a par value of $0.001 per share. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements - ---------------------------- The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the Company's annual financial statements, notes and accounting policies included in the Company's annual report on Form 10-KSB for the year ended December 31, 2003 as filed with the SEC. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of financial position as of March 31, 2004 and the related operating results and cash flows for the interim period presented have been made. The results of operations, for the period presented are not necessarily indicative of the results to be expected for the year. 6 NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation - --------------------------- The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Beneficial Conversion Feature in Debentures - ------------------------------------------- In accordance with EITF Issue 98-5, as amended by EITF 00-27, we must evaluate the potential effect of any beneficial conversion terms related to convertible instruments such as convertible debt or convertible preferred stock. The Company has issued several debentures and a beneficial conversion may exist if the holder, upon conversion, may receive instruments that exceed the value of the convertible instrument. Valuation of the benefit is determined based upon various factors including the valuation of equity instruments, such as warrants, that may have been issued with the convertible instruments, conversion terms, value of the instruments to which the convertible instrument is convertible, etc. Accordingly, the ultimate value of the beneficial feature is considered an estimate due to the partially subjective nature of valuation techniques. Income Taxes - ------------ The Company provides for income taxes in accordance with Statements of Financial Accounting Standards ("SFAS") No. 109 using an asset and liability based approach. Deferred income tax assets and liabilities are recorded to reflect the tax consequences on future years of temporary differences of revenue and expense items for financial statement and income tax purposes. Since its formation the Company has incurred net operating losses. As of December 31, 2003 the Company had a net operating loss carryforward available to offset future taxable income for federal and state income tax purposes. SFAS No. 109 requires the Company to recognize income tax benefits for loss carryforwards that have not previously been recorded. The tax benefits recognized must be reduced by a valuation allowance if it is more likely than not that loss carryforwards will expire before the Company is able to realize their benefit, or that future deductibility is uncertain. For financial statement purposes, the deferred tax asset for loss carryforwards has been fully offset by a valuation allowance since it is uncertain whether any future benefit will be realized. Earnings (Loss) Per Share - ------------------------- Basic net earnings (loss) per common share are computed using the weighted average number of common shares outstanding during the periods. Diluted net earnings (loss)per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Additional equivalent shares of common stock are issuable upon conversion of debentures and may dilute future earnings (loss) per share calculations. 7 NOTE 4 - CONVERTIBLE DEBT The company recorded a Discount on Convertible Debt ("Discount") of $100,000 for the value of a beneficial conversion feature inherent in the Debentures to be amortized as interest expense over a 5-year period. Amortization of the Discount was recorded as interest expense in the accompanying statement of operations during the three-month period ended March 31, 2004. The Discount, net of amortization consists of the following as of March 31, 2004: Beginning Balance of Discount on Convertible Debt as of December 31, 2004 $99,130 Amortization of interest expense ( 5,000) ---------- Discount on Convertible Debt, net $94,130 ---------- NOTE 5 -INCOME TAXES The Company provides for income taxes in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109 using an asset and liability based approach. Deferred income tax assets and liabilities are recorded to reflect the tax consequences on future years of temporary differences of revenue and expense items for financial statement and income tax purposes. Since its formation the Company has incurred net operating losses. As of December 31, 2003 the Company had a net operating loss carryforward available to offset future taxable income for federal and state income tax purposes. SFAS No. 109 requires the Company to recognize income tax benefits for loss carryforwards that have not previously been recorded. The tax benefits recognized must be reduced by a valuation allowance if it is more likely than not that loss carryforwards will expire before the Company is able to realize their benefit, or that future deductibility is uncertain. For financial statement purposes, the deferred tax asset for loss carryforwards has been fully offset by a valuation allowance since it is uncertain whether any future benefit will be realized. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets at December 31, 2003 are approximately as follows: Net operating loss carryforward $30,000 Valuation allowance for deferred tax assets ( 30,000) ---------- Net deferred tax asset $- ---------- There was no income tax expense incurred during the three-month period ended March 31, 2004. 8 NOTE 6 - SHAREHOLDERS' DEFICIENCY 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 7 - 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. 9 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our unaudited consolidated interim financial statements and related notes thereto included in this quarterly report and in our audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contained in our Form 10-KSB for the year ended December 31, 2003. Certain statements in the following MD&A are forward looking statements. Words such as "expects", "anticipates", "estimates" and similar expressions are intended to identify forward looking statements. See "Forward Looking Information" below. GENERAL American Capital Partners Limited, Inc. ("ACP" or the "Company") is a Nevada Corporation formed on October 29, 1999 under the name American IR Technology, Inc. On November 18, 2002, the Company changed its name to American Product Corp. On January 16, 2004, the Company changed its name to American Capital Partners Limited, Inc. The Company is a publicly trade company currently listed on the OTC Pink Sheets under the symbol APRJ. Until September of 2002, American Products manufactured and marketed consumer electronic products that targeted the home health and safety markets. However, sales from these products were not sufficient to enable the company to continue operations and the Company ceased manufacturing and marketing consumer electronic products in September, 2002 and operated as a development stage company, until it acquired American Capital Partners Limited, Inc. on October 28, 2003. Since its inception, the Company has suffered recurring losses from operations and has been dependent on existing stockholders and new investors to provide the cash resources to sustain its operations. The Company's long-term viability as a going concern is dependent on certain key factors, as follows: -- The Company's ability to continue to obtain sources of outside financing to support near term operations and to allow the Company to continue to make strategic investments. -- The Company's ability to increase profitability and sustain a cash flow level that will ensure support for continuing operations. OVERVIEW ACP is a development stage company with the expertise to enable the company to become a Business Development Company ("BDC") as outlined in the Investment Company Act of 1940, as amended (the "1940 Act"). The Company will operate as a closed end mutual fund. The investment objective of the Fund is to provide its shareholders with current income and long-term capital appreciation by investing primarily in privately placed securities of small public companies In 1980, Congress enacted the Small Business Investment Incentive Act, which created the framework for Business Development Companies from the initial provisions of the Investment Company Act of 1940. The Small Business Investment Incentive Act established a new type of investment company specifically identified as a Business Development Company as a way to encourage financial institutions and other major investors to provide a new source of capital for small developing businesses. These companies are publicly traded closed-end funds that make investments in private companies or thinly traded public companies through the use of senior debt, mezzanine finance, and equity funding. BDC's use equity capital provide by public shareholders and financial institutions and debt capital from various sources to make these investments, with a goal of providing to stockholders a total return of capital appreciation and a solid dividend yield A BDC: I. is a closed-end management company that generally makes 70% or more of its investments in "Eligible Portfolio Companies" and "cash items" pending other investment. Under the regulations established by the Securities and Exchange Commission (the "SEC") under the 1940 Act, only certain companies may qualify as "Eligible Portfolio Companies." II. To be an "Eligible Portfolio Company," the Company must satisfy the following: A. It must be organized under the laws of, and has its principal place of business in, any state or states; B. Is neither an investment company as defined in Section 3 (other than a small business investment company which is licensed by the Small Business Administration to operate under the Small Business Investment Act of 1958 and which is a wholly-owned subsidiary of the business development company) nor a company which would be an investment company except for the exclusion from the definition of investment company in Section 3(c); and C. Satisfies one of the following: (a) it does not have any class of securities with respect to which a member of a national securities exchange, broker, or dealer may extend or maintain credit to or for a customer pursuant to rules or regulations adopted by the Board of Governors of the Federal Reserve System under Section 7 of the Securities Exchange Act of 1934; (b) it is controlled by a business development company, either alone or as part of a group together, and such business development company in fact exercises a controlling influence over the management or policies of such eligible portfolio company and, as a result of such control, has an affiliated person who is a director of such eligible portfolio company; (c) it has total assets of not more than $4,000,000, and capital and surplus (shareholders' equity less retained earnings) of not less than $2,000,000, except that the Commission may adjust such amounts by rule, regulation, or order to reflect changes in one or more generally accepted indices or other indicators for small businesses; or (d) it meets such other criteria as the Commission may, by rule, establish as consistent with the public interest, the protection of investors, and the purposes fairly intended by the policy and provisions of this title. 11 PART I - FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS The financial statements of the company are set forth beginning on page F-1. ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our unaudited consolidated interim financial statements and related notes thereto included in this quarterly report and in our audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contained in our Form 10-KSB for the year ended December 31, 2003. Certain statements in the following MD&A are forward looking statements. Words such as "expects", "anticipates", "estimates" and similar expressions are intended to identify forward looking statements. See "Forward Looking Information" below. GENERAL American Capital Partners Limited, Inc. is located 319 Clematis Street, Suite 211, West Palm Beach, Florida 33401. The Company is a publicly trade company currently listed on the OTC Pink Sheets under the symbol APRJ. The company's website is www.acpbdc.com. Since its inception, the Company has suffered recurring losses from operations and has been dependent on existing stockholders and new investors to provide the cash resources to sustain its operations. THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH 31, 2003 Gross Revenues and Costs of Operations - -------------------------------------- Revenues, net. Revenues increased from $0 for the three month period ended March 31, 2003 to $101,787 for the three month period ended March 31, 2004, an increase of $101,787, primarily as a result of an increase in consulting income. General and administrative expenses. General and administrative expenses increased from $0 for the three months ended March 31, 2003 to $57,651 for the three months ended March 31, 2004, an increase of $57,651. The increase is primarily due to increased consulting activities. Professional fess. Professional fees increased from $0 for the three months ended March 31, 2003 to $30,282 for the three months ended March 31, 2004, an increase of $30,282. This increase is primarily due increased reporting requirements for the increased consulting activity. Total operating expenses. Total operating expenses increased from $0 for the three months ended March 31, 2003 to $87,933 for the three months ended March 31, 2004, an increase of $87,933. The increase is primarily attributed to an increase in consulting activity. 12 Interest expense. Interest expense increased from $0 for the three months ended March 31, 2003 to $7,000 for the three months ended March 31, 2004, an increase of $7,000. The increase is primarily attributed to an increase in convertible debt. Net Income. Net income increased from $0 for the three months ended March 31, 2003 to net income of $6,854 for the three months ended March 31, 2004, an increase $6,854. The increase is due to the increase in consulting activity. Current Assets - -------------- Cash. Cash increased from $38,322 at December 31, 2003 to $53,380 at March 31, 2004, an increase of $15,058, primarily as a result of increase in consulting income. Furniture and equipment, net. Furniture and equipment, net increased from $0 at December 31, 2003 to $1,796 at March 31, 2004, an increase of $1,796. Discount on convertible debentures, net - Discount on convertible debentures, net decreased from $99,130 at December 31, 2003 to $94,130 at at March 31, 2004, a decrease of $5,000. Total current assets. Total current assets increased from $137,452 at December 31, 2003 to $149,306 at March 31, 2004, an increase of $11,854, primarily as a result of increased consulting income. Liabilities - ----------- Accounts payable and accrued expenses. Accounts payable and accrued expenses increased from $210,230 at December 31, 2003 to $215,230 at March 31, 2004, an increase of $5,000, primarily as a result of professional fees incurred during the quarter. Liabilities. liabilities increased from $310,230 at December 31, 2003, to $315,230 at March 31, 2004, an increase of $5,000, primarily as a result of increased professional fess. Convertible debt - Convertible debt $100,000 at December 31, 2003 and $100,000 at March 31, 2004. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements under "Description of Business," "Management's Discussion and Analysis or Plan of Operation," and elsewhere in this Report and in the Company's periodic filings with the Securities and Exchange Commission constitute forward-looking statements. These statements involve known and unknown risks, significant uncertainties and other factors what may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward- looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "intends," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology. The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions that the Company will obtain or have access to adequate financing for each successive phase of its growth, that there will be no material adverse competitive or technological change in condition of the Company's business, that the Company's President and other significant employees 13 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. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The Company's discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences may be material. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. C. Frank Speight, our Principal Executive Officer, has concluded that our disclosure controls and procedures are appropriate and effective. He has evaluated these controls and procedures as of a date within 90 days of the filing date of this report on Form 10-QSB. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Timothy Ellis, our Principal Financial and Accounting Officer, has concluded that our disclosure controls and procedures are appropriate and effective. He has evaluated these controls and procedures as of a date within 90 days of the filing date of this report on Form 10-QSB. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. 14 PART II - OTHER INFORMATION Pursuant to the Instructions on Part II of the Form 10-QSB, Items 1, 3, and 5 are omitted. ITEM 2. CHANGES IN SECURITIES The following information sets forth certain information for all securities the Company issued from January 1, 2004 through March 31, 2004, in transactions without registration under the Act. There were no underwriters in any of these transactions, nor were any sales commissions paid thereon. The securities were issued pursuant to Section 4(2) of the Act. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: EXHIBIT INDEX Exhibit No. and Description 31.1 Certification Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Statement of the Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification Statement of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification Statement of the Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (B) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN CAPITAL PARTNERS LIMITED, INC. By: /s/ C. Frank Speight Date: September 29, 2004 ------------------------------------- C. Frank Speight, Director and Principal Executive Officer By: /s/ Timothy Ellis Date: September 29, 2004 ------------------------------------- Timothy Ellis, Director and Principal Financial and Accounting Officer 15 EX-31.1 2 a4730210ex311.txt EXHIBIT 31.1 EXHIBIT 31.1 ------------ CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 ----------------------------------------------------------------------- I, C. Frank Speight, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of American Capital Partners Limited, 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 quarterly 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. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for American Capital Partners Limited, Inc. and have: (i) Designed such disclosure controls and procedures to ensure that material information relating to American Capital Partners Limited, Inc. is made known to me by others within the Company, particularly during the period in which the periodic reports are being prepared; (ii) Evaluated the effectiveness of American Capital Partners Limited, Inc.'s. disclosure controls and procedures as of a date within 90 days prior to the filing date of this report ("Evaluation Date"); and (iii) Presented in the report their conclusions about the effectiveness of the disclosure controls and procedures based on their evaluation as of the Evaluation Date. 5. I have disclosed, based upon their most recent evaluation, to American Capital Partners Limited, Inc.'s. auditors and the audit committee of the Company's Board of Directors: (i) All significant deficiencies in the design or operation of internal controls which could adversely affect American Capital Partners Limited, Inc.'s ability to record, process, summarize and report financial data and have identified for American Capital Partners Limited, Inc.'s. auditors any material weaknesses in internal control, and (ii) Any fraud, whether or not material, that involves management or other employees who have a significant role in American Capital Partners Limited, Inc.'s. internal controls, and 6. I have indicated in this quarterly 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 their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: September 29, 2004 By: /s/ C. Frank Speight ------------------------ C. Frank Speight Principal Executive Officer EX-31.2 3 a4730210ex312.txt EXHIBIT 31.2 EXHIBIT 31.2 ------------ CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 ----------------------------------------------------------------------- I, Timothy Ellis, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of American Capital Partners Limited, 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 quarterly 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. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for American Capital Partners Limited, Inc. and have: (i) Designed such disclosure controls and procedures to ensure that material information relating to American Capital Partners Limited, Inc. is made known to me by others within the Company, particularly during the period in which the periodic reports are being prepared; (ii) Evaluated the effectiveness of American Capital Partners Limited, Inc.'s. disclosure controls and procedures as of a date within 90 days prior to the filing date of this report ("Evaluation Date"); and (iii) Presented in the report their conclusions about the effectiveness of the disclosure controls and procedures based on their evaluation as of the Evaluation Date. 5. I have disclosed, based upon their most recent evaluation, to American Capital Partners Limited, Inc.'s. auditors and the audit committee of the Company's Board of Directors: (iii) All significant deficiencies in the design or operation of internal controls which could adversely affect American Capital Partners Limited, Inc.'s ability to record, process, summarize and report financial data and have identified for American Capital Partners Limited, Inc.'s. auditors any material weaknesses in internal control, and (iv) Any fraud, whether or not material, that involves management or other employees who have a significant role in American Capital Partners Limited, Inc.'s. internal controls, and 6. I have indicated in this quarterly 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 their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: September 29, 2004 By: /s/ Timothy Ellis -------------------------------------- Timothy Ellis, Principal Financial and Accounting Officer EX-32.1 4 a4730210ex321.txt EXHIBIT 32.1 EXHIBIT 32.1 ------------ CERTIFICATION PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b) and 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of American Capital Partners Limited, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, C. Frank Speight, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (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 results of operations of the Company. Date: September 29, 2004 By: /s/ C. Frank Speight ----------------------- C. Frank Speight Principal Executive Officer EX-32.2 5 a4730210ex322.txt EXHIBIT 32.2 EXHIBIT 32.2 ------------ CERTIFICATION PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b) and 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of American Capital Partners Limited, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Timothy Ellis, Principal Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (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 results of operations of the Company. Date: September 29, 2004 By: /s/ Timothy Ellis -------------------------------------- Timothy Ellis Principal Financial and Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----