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 JUNE 30, 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
SIGNATURES
2
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
AMERICAN CAPITAL PARTNERS LIMITED, INC
CONSOLIDATED BALANCE SHEETS
June 30 December 31,
2004 2003
----------------------- ------------------------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 69,164 $ 38,322
----------------------- ------------------------
Total Current Assets 69,164 38,322
FURNITURE AND EQUIPMENT, net 4,866 -
----------------------- ------------------------
Discount on Convertible Debt, net 89,130 99,130
----------------------- ------------------------
Total Assets $ 163,160 $ 137,452
======================= ========================
LIABILITES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Accounts payable and accrued expenses $ 226,123 $ 210,230
----------------------- ------------------------
Total Current Liabilities 226,123 210,230
CONVERTIBLE DEBT 100,000 100,000
----------------------- ------------------------
Total Liabilities 326,123 310,230
----------------------- ------------------------
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 (121,997) (131,812)
----------------------- ------------------------
Total Shareholders' Deficiency (162,963) (172,778)
----------------------- ------------------------
Total Liabilities and Stockholders' Deficiency $ 163,160 $ 137,452
======================= ========================
3
AMERICAN CAPITAL PARTNERS LIMITED, INC
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUES, Net $177,661 $- $279,448 $-
COST OF SALES - - - -
----------- ----------- ----------- -----------
GROSS PROFIT 177,661 - 279,448 -
----------- ----------- ----------- -----------
OPERATING EXPENSES:
General and administrative 144,241 10,000 201,892 10,000
Professional fees 23,459 - 53,741 -
----------- ----------- ----------- -----------
TOTAL OPERATING EXPENSES 167,700 10,000 255,633 10,000
----------- ----------- ----------- -----------
Operating Income/(loss) 9,961 (10,000) 23,815 (10,000)
OTHER EXPENSES:
Interest expense 7,000 - 14,000 -
----------- ----------- ----------- -----------
PRE-TAX INCOME/(LOSS) 2,961 (10,000) 9,815 (10,000)
Provision for income taxes - - - -
----------- ----------- ----------- -----------
4
NET INCOME/(LOSS) $2,961 $(10,000) $9,815 $(10,000)
=========== =========== =========== ===========
Weighted average number of shares
outstanding - basic and diluted 111,393 20,751,124 111,393 20,751,124
=========== =========== =========== ===========
Net Income/(loss) per common share - basic and diluted $0.03 $(0.0005) $0.09 $(0.0005)
=========== =========== =========== ===========
5
AMERICAN CAPITAL PARTNERS LIMITED, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
----------- ----------------------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income/(loss) $2,961 $(10,000) $9,815 $(10,000)
Adjustments to reconcile net loss to net
cash provided:
Amortization of Discount on Convertible Debentures 5,000 10,000
Services received for stock - 10,000 - 10,000
----------- ----------------------- -----------
CHANGES IN OPERATING ASSETS AND
LIABILITIES
Increase in accounts payable and accrued expenses 10,893 - 15,893 -
----------- ----------- ----------- -----------
NET CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES: 18,854 - 35,708 -
----------- ----------------------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of furniture and equipment (3,070) - (4,866) -
----------- ----------------------- -----------
NET CASH USED BY INVESTING
ACTIVITIES (3,070) - (4,866) -
----------- ----------------------- -----------
6
CASH FLOWS FROM FINANCING
ACTIVITIES - - - -
----------- ----------------------- -----------
Change in cash 15,784 - 30,842 -
Cash - Beginning of period $53,380 $38,322 $38,322 $38,322
----------- ----------------------- -----------
Cash - End of period $69,164 $38,322 $69,164 $38,322
=========== ======================= ===========
7
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.
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.
8
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 4 - CONVERTIBLE DEBT
9
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 June 30, 2004.
The Discount, net of amortization consists of the following as of June 30, 2004:
Beginning Balance of Discount on Convertible Debt as
of March 31, 2004 $ 94,130
Amortization of interest expense ( 5,000)
-----
Discount on Convertible Debt, net $ 89,130
-------
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.
Sinceits 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
June 30, 2004.
NOTE 6 - 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.
10
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
11
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.
12
PART I - FINANCIAL INFORMATION
ITEN 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.
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.
13
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
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.
14
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.
15
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
16
By: /s/ Timothy Ellis Date: September 29, 2004
-------------------------------------
Timothy Ellis,
Director and
Principal Financial and Accounting Officer
17