SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 27, 2004

                           Commission File # 000-31663

                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
        (Exact name of small business issuer 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)





ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

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

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

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

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


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS


(c)  Exhibits

     Exhibits               Description
     --------               -----------

      16.1                  Letter on Change in Certifying Accountant





                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned duly authorized, in the City of West Palm Beach, Florida, on May
7,  2004.

AMERICAN CAPITAL PARTNERS LIMITED, INC.

By:  /s/  C. Frank Speight                                     Date: May 7, 2004
     -------------------------------------
     C. Frank Speight,
     Principal Executive Officer



Exhibit 16.1

                                      CFO
                                ADVANTAGE, INC.


Members of:                                          Jason F. Griffith, CPA, CMA
  SEC Practice Session                               Melissa R. Blue
  American Institute of CPAs
  Institute of Management Accountants
  Association of Certified Fraud Examiners
  Public Company Accounting Oversight Board



May 7, 2004

United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549

Dear Sir or Madam:

We  have  the read the Company's revised statements included under Item 4 of its
Form  8-K  dated May 7, 2004, of American Capital Partners Limited, Inc. and are
in  agreement with each of the statements containing information that relates to
our  firm  set  forth on page two therein. We have no basis to agree or disagree
with  other  statements  of  the  registrant  contained  therein.

As  of  the  date  of  this  letter,  the outstanding balance due to us from the
Company  is  $609.37.

If  you should have any questions or need additional information, please call me
at  702-736-1852.

Very truly yours,

/s/ CFO Advantage, Inc.

CFO Advantage, Inc.


                 6330 McLeod Drive, Suite 7, Las Vegas, NV 89120
                      (702) 736-1852, (702) 736-1608 (fax)
                              info@cfoadvantage.com