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) October 28, 2003
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 527, West Palm Beach, FL 33401
(Address of principal executive offices)(Zip Code)
(561) 366-9211
(Registrant's telephone no., including area code))
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
On October 28, 2003, as announced in our current report on Form 8-K filed on May
3, 2004, American Products Corp. (the "Company" or "American Products"), a
Nevada corporation, and American Capital Partners Limited, Inc., a Nevada
corporation ("ACP") entered into a Letter of Agreement ("Agreement") of such
date. Pursuant to the Agreement, ACP tendered to the Company all issued and
outstanding shares of common stock of ACP in exchange for the Company issuing
50,000,000 shares of restricted common stock of the Company.
ACP Inc. files this amendment to the Form 8-K filed on May 3, 2004 to include
the financial statements required by Item 7, pursuant to Item 7(a)(4), and the
pro forma financial information required by Item 7, pursuant to Item 7(b)(2) and
Item 7(a)(4).
(a) Financial statements of business acquired.
American Products Corp. Balance Sheet and related Statement of Operations,
Statement of Shareholder's Equity and Statement of Cash Flows for the period
ended December 31, 2003, together with the Report of the Independent Auditors,
are incorporated by reference to the Company's filing of its Report on Report
10-KSB for the period ended December 31, 2003, as filed on April 8, 2004.
(b) Pro Forma financial information
Unaudited Pro Forma Combined Financial Statements of American Capital Partners
Limited, Inc., and American Products Corp.
(c) Exhibits
Exhibit No. Description
- ----------- -----------
99.1 American Products Corp. Balance Sheet and related Statement of
Operations, Statement of Shareholder's Equity and Statement of
Cash Flows for the period ended December 31, 2003, together with
the Report of the Independent Auditors.*
99.2 Unaudited Pro Forma Combined Financial Statements of American
Capital Partners Limited, Inc., and American Products Corp.
* Incorporated by reference to the Company's filing of its Report on Report
10-KSB for the period ended December 31, 2003, as filed on April 8, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K/A to be signed on its behalf
by the undersigned duly authorized, in the City of West Palm Beach, Florida, on
September 23, 2004.
AMERICAN CAPITAL PARTNERS LIMITED, INC.
By: /s/ C. Frank Speight Date: September 23, 2004
---------------------------
C. Frank Speight,
Principal Executive Officer
Exhibit 99.2
Unaudited Pro Forma Combined Financial Statements of American Capital Partners
Limited, Inc., and American Products Corp.