UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMERICAN CAPITAL PARTNERS LIMITED, INC.
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
FORM 12b-25
NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBER
000-31663
(Check one)
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 2004
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For Transition Period Ended:
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full Name of Registrant: AMERICAN CAPITAL PARTNERS LIMITED, INC.
Former Name if Applicable:
Address of Principal Executive Office (Street and Number): 319 Clematis
Street, Suite 211
City, State and Zip Code: West Palm Beach, FL 33401
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountants statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof could not
be filed within the prescribed period. (Attach extra sheets if needed.)
Registrant has been unable to complete its Form 10-QSB for the quarter
ended September 30, 2004, within the prescribed time because of delays in
completing the preparation of its audited financial statements and its
management discussion and analysis. Such delays are primarily due to (i)
Registrant's management's management's dedication of such management's time to
business matters. This has taken a significant amount of management's time away
from the preparation of the Form 10-QSB and delayed the preparation of the
unaudited financial statements the quarter ended September 30, 2004.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Joseph I. Emas (305) 531-1174
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof:
[ ] Yes [X ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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AMERICAN CAPITAL PARTNERS LIMITED, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: November 15, 2004
By: /s/ C. Frank Speight
Date: November 15, 2004
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C. Frank Speight,
Director and
Principal Executive Officer
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