Exhibit 99.2
AMERICAN CAPITAL PARTNERS LIMITED, INC.
PRO-FORMA CONDENSED BALANCE SHEET
SEPTEMBER 30, 2003
American Pro-Forma
Capital American Condensed
Partners Products Pro-Forma Balance
Limited Corporation Adjustments Sheet
----------- ------------- ----------- ---------
ASSETS
Current Assets:
Cash and cash equivalents $ - $ - $ -
----------- ------------- ---------
Total Current Assets $ - $ - $ -
=========== ============= =========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current Liabilities:
Accounts payable and accrued expenses $ - $ 278,379 $278,379
Other current liabilities - 56,647 56,647
----------- ------------- ---------
Total Current Liabilities - 335,026 335,026
----------- ------------- ---------
COMMITMENTS AND CONTINGENCIES
Shareholders' Deficiency:
Common stock, $0.001 par value, 25,000,000 shares
authorized, issued and outstanding 25,000 - 25,000
Common stock, $.001 par value, 150,000,000 shares
authorized; 21,414,000 shares issued and outstanding - 21,414 21,414
Additional paid-in capital - 1,322,610 (1,322,610) -
Accumulated deficit (25,000) (1,679,050) 1,322,610 (381,440)
----------- ------------- ---------
Total Shareholders' Deficiency - (335,026) (335,026)
----------- ------------- ---------
Total Liabilities and Shareholders' Deficiency $ - $ - $ -
=========== ============= =========
AMERICAN CAPITAL PARTNERS LIMITED, INC.
PRO-FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2003
American Pro-Forma
Capital American Condensed
Partners Products Pro-Forma Balance
Limited Corporation Adjustments Sheet
--------- ----------- ----------- -------------
REVENUES $ - $ - -
COST OF REVENUES - - -
--------- ----------- -------------
GROSS PROFIT - - -
General and administrative expenses - 10,000 10,000
--------- ----------- -------------
Operating loss - (10,000) (10,000)
OTHER INCOME (EXPENSES) - - -
--------- ----------- -------------
NET LOSS $ - $ (10,000) $ (10,000)
========= =========== =============
Weighted average number of shares
outstanding - basic and diluted 100 34,585 34,685
========= =========== =============
Net loss per weighted average share
outstanding - basic and diluted $ - $ (0.29) $ (0.29)
========= =========== =============
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, 2002 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 September
30, 2003 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.
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.
NOTE 3 -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 September 30, 2003 are approximately as
follows:
Net operating loss carryforward $ 3,000
Valuation allowance for deferred tax assets ( 3,000)
--------
Net deferred tax asset $ -
--------
There was no income tax expense incurred during the three-month period ended
September 30, 2003.
NOTE 4 - SHAREHOLDERS' DEFICIENCY
Common Stock Issued for Services
- --------------------------------
In May 2003, the Company issued 1,000,000 pre-split common shares in exchange
for computer-related consulting services.
NOTE 5 - 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.