UNITED STATES
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 SEPTEMBER 30, 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 527, West Palm Beach, FL 33401
(Address of principal executive offices)(Zip Code)
(561) 366-9211
(Registrant's telephone no., including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ] No [X]
The number of shares outstanding of the Company's common stock as of September
30, 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
AMERICAN CAPITAL PARTNERS LIMITED, INC
FORM 10-QSB
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements (unaudited)
Condensed balance sheets at September 30, 2004 and December 31, 2003
Condensed statements of operations for the Nine Months ended September 30, 2004
and 2003
Condensed statements of cash flows for the Nine Months ended September 30, 2004
and 2003
Notes to condensed financial statements
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations
Item 3 - Controls and Procedures
PART II OTHER INFORMATION
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Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
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PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
The financial statements of the company are set forth beginning on page F-1.
Item 2. Management's 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. Such statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those projected. See "Special Note Regarding Forward Looking Information"
below.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under "Description of Business," "Risk Factors,"
"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. Such factors include, among other things, those listed under "Risk
Factors" and elsewhere in this Report.
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.
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.
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
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.
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.
NINE MONTHS ENDED SEPTEMBER 30, 2004
COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2003
Gross Revenues and Costs of Operations
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Revenues, net. Revenues increased from $0 for the nine month period ended
September 30, 2003 to $529,470 for the nine month period ended September 30,
2004, an increase of $529,470, primarily as a result of an increased in
consulting income.
General and administrative expenses. General and administrative expenses
increased from $10,000 for the nine months ended September 30, 2003 to $254,775
for the nine months ended September 30, 2004, an increase of $244,775. The
increase is primarily due to increased consulting activities.
Professional fees. Professional fees increased from $0 for the nine months ended
September 30, 2003 to $53,650 for the nine months ended September 30, 2004, an
increase of $53,650. This increase is primarily due increased reporting
requirements for the consulting activity.
Total operating expenses. Total operating expenses increased from $10,000 for
the nine months ended September 30, 2003 to $511,398 for the nine months ended
September 30, 2004, an increase of $501,398. This increase is primarily due
increased reporting requirements for the consulting activity and amortization of
discount on convertible debentures of $10,000.
Interest expense. Interest expense increased from $0 for the nine months ended
September 30, 2003 to $21,000 for the nine months ended September 30, 2004, an
increase of $21,000. The increase is primarily attributed to an increase in
convertible debt.
Net Income/(Loss). Net loss decreased from a net loss of ($10,000) for the nine
months ended September 30, 2003 to net loss of ($2,902) for the nine months
ended September 30, 2004. The increase is due to the increase in consulting
activity.
THREE MONTHS ENDED SEPTEMBER 30, 2004
COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2003
Revenues, net. Revenues increased from $0 for the three month period ended
September 30, 2003 to $250,,022 for the three month period ended September 30,
2004, an increase of $250,022, primarily as a result of an increased consulting
income .
General and administrative expenses. General and administrative expenses
increased from $0 for the three months ended September 30, 2003 to $122,422 for
the three months ended September 30, 2004, an increase of $122,422. The increase
is primarily due to increased consulting activities.
Professional fees. Professional fees increased from $0 for the three months
ended September 30, 2003 to $18,100 for the three months ended September 30,
2004, an increase of $18,100. This increase is primarily due increased reporting
requirements for the consulting activity.
Total operating expenses. Total operating expenses increased from $0 for the
three months ended September 30, 2003 to $255,765 for the three months ended
September 30, 2004, an increase of $255,765. This increase is primarily due
preparation for the transition into a business development company.
Interest expense. Interest expense increased from $0 for the three months ended
September 30, 2003 to $7,000 for the three months ended September 30, 2004, an
increase of $7,000. The increase is primarily attributed to an increase in
convertible debt.
Net Income/(Loss). Net income decreased from $0 for the three months ended
September 30, 2003 to net loss of ($12,717) for the three months ended September
30, 2004. The decrease is due to the increase in consulting activity,
amortization of discount on convertible debentures of $5,000 and an increase in
interest expenses of $7,000.
Current Assets
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Cash. Cash increased from $38,322 at December 31, 2003 to $73,700 at September
30, 2004, an increase of $35,378, 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 $6,897 at September 30, 2004, an
increase of $6,897.
Discount on convertible debentures, net - Discount on convertible debentures,
net decreased from $99,130 at December 31, 2003 to $84,130 at September 30,
2004, a decrease of $15,000.
Total assets. Total assets increased from $38,322 at December 31, 2003 to
$80,597 at September 30, 2004, an increase of $42,275, primarily as a result of
increased consulting income.
Liabilities
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Accounts payable and accrued expenses. Accounts payable and accrued expenses
increased from $210,230 at December 31, 2003 to $240,407 at September 30, 2004,
an increase of $30,177, primarily as a result of increased professional fees and
interest expense of $21,000.
Liabilities. liabilities increased from $211,100 at December 31, 2003, to
$256,277 at September 30, 2004, an increase of $45,177, primarily as a result of
increased professional fess and interest expense of $4,000.
Convertible debt - Convertible debt $100,000 at December 31, 2003 and $100,000
at September 30, 2004.
PLAN OF OPERATIONS
In October of 2003, the Company acquired American Capital Partners Limited, Inc.
("ACP"), a development stage company. ACP will elect to be regulated as a
Business Development Company ("BDC") as outlined in the Investment Company Act
of 1940. 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.
LIQUIDITY AND CAPITAL RESOURCES
The Company is currently not liquid and has no capital in which to continue
operations. The Company is currently a development stage company. There can be
no assurance that any of the plans developed by the Company will produce cash
flows sufficient to ensure its long-term viability.
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.
PART II
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
The following information sets forth certain information for all securities the
Company issued from July 1, 2003 through September 30, 2003, 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.
NONE
Item 3. Legal Proceedings
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE.
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports
(a) The following documents are filed as part of this report:
31.1 Certification of Principal Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act.
31.2 Certification of Principal Financial and Accounting Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1 Certification of Principal Executive Officer Pursuant to Section
906 of the Sarbanes-Oxley Act.
32.2 Certification of Principal Financial and Accounting Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act.
(b) Reports on Form 8-K:
None
SIGNATURES
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: November 19, 2004
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C. Frank Speight,
Director and
Principal Executive Officer
By: /s/ Timothy Ellis Date: November 19, 2004
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Timothy Ellis,
Director and
Principal Financial and Accounting Officer