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, 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)

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, 2003 is shown below:

Title of Class Number of Shares Outstanding Common Stock, par value $.001 per
share 26,414,107

Documents Incorporated by Reference: None

AMERICAN CAPITAL PARTNERS LIMITED, INC
FORM 10-QSB

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Condensed balance sheets at September 30, 2003and December 31, 2002

Condensed statements of operations for the Nine Months ended September 30, 2003and 2002

Condensed statements of cash flows for the Nine Months ended September 30, 2003and 2002

Notes to condensed financial statements December 31, 2002

Item 2. Management's Discussion and Analysis of Financial Conditions and Results of
Operations

PART II OTHER INFORMATION

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
- ------------

PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

The financial statements of the company are set forth beginning on page F-1.

AMERICAN PRODUCT CORPORATION

FINANCIAL STATEMENTS

SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

(UNAUDITED)

(With Report of Independent Certified Public Accountants Thereon)

TABLE OF CONTENTS

PAGE NO.

Independent Accountants Report 1

Financial statements

Balance sheet 2

Statements of operations 3

Statement of stockholders' deficit 4

Statements of cash flows 6

Notes to financial statements 7

INDEPENDENT ACCOUNTANT'S REPORT

To the Board of Directors of
American Product Corporation

We have reviewed the accompanying balance sheet of American Product Corporation
(a Nevada corporation) as of September 30, 2003 and December 31, 2002 and the
related statements of income and accumulated deficit, and cash flows for the
three months then ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of the management of American Product Corporation

A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than
an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As disclosed in Note 1 to the financial
statements, the Company has had limited operations and has not established a
long-term source of revenue. This raises substantial doubt about its ability
to continue as a going concern. Management's plan in regards to these matters
is also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

CFO Advantage, Inc.

March 15, 2004
Las Vegas, Nevada

AMERICAN PRODUCT CORPORATION
BALANCE SHEETS
AS OF SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

ASSETS
(Unaudited) (Audited)
------------ -----------
9/30/03 12/31/02
CURRENT ASSETS
Cash $ - -
Accounts receivable, net of reserve for bad debt - -
Due from officer - -
Inventory - -
------------ -----------
Total current assets - -
------------ -----------
PROPERTY AND EQUIPMENT, net of accumulated depreciation - -

OTHER ASSETS
Deposits - -
------------ -----------
Total other assets - -

TOTAL ASSETS $ - $ -
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable $ 278,378 $ 278,378
Due to related parties - -
Notes payable - -
Notes payable - related party - -
Payroll liability - -
Other current liabilities 56,647 56,647
----------- -----------
Total current liabilities 335,025 335,025
----------- -----------
TOTAL LIABILITIES 335,025 335,025

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, $0.001 par value, 20,000,000 shares
authorized, 21,414,107 shares issued and outstanding as of
September 30, 2003 and 20,414,107 as of December 31, 2002 21,414 20,414
Additional paid in capital - common stock 1,322,610 1,313,610
Preferred stock, Class A, 6%, cumulative, convertible, $0.001
par value, 5,000,000 shares authorized, no shares
issued and outstanding as of September 30, 2003 and
no shares issued and outstanding as of December 31, 2002 - -
Additional paid in capital - preferred stock - -
Subscription receivable - -
Accumulated deficit (1,679,049) (1,669,049)
----------- ------------

Total stockholders' equity (deficit) (335,025) (335,025)
----------- ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
=========== ============

The accompanying independent accountants' review report and notes to financial
statements should be read in conjunction with these Balance Sheets.

- 2 -

AMERICAN PRODUCT CORPORATION.
STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
FOR THE PERIODS ENDED
SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

Unaudited Audited
------------------ -----------------
January 1, 2003 January 1, 2002
to to
September 30, 2003 December 31, 2002
------------------ -----------------
REVENUES - $ 67,781
COST OF REVENUES - 13,596
------------------ -----------------

GROSS PROFIT (LOSS) - 54,185
------------------ -----------------
EXPENSES:
General and administrative 10,000 149,557
Depreciation 1,811
Professional fees 358,754
Non-cash stock compensation (180,670)
------------------ -----------------
Total expenses 10,000 329,451
------------------ -----------------

Operating income (loss) (10,000) (275,266)
------------------ -----------------
OTHER INCOME (EXPENSE)
Other income - 6,441
Interest expense - (1)
Interest income - 954
Forgiveness of debt - 41,077
Legal settlement - (100,000)
Other expenses - (1,153)
------------------ -----------------
Total other income (expense) - (52,682)
------------------ -----------------
NET INCOME (LOSS) (10,000) (327,948)

ACCUMULATED DEFICIT, beginning of period (1,669,049) (1,341,101)
------------------ -----------------
ACCUMULATED DEFICIT, end of period (1,679,049) (1,669,049)
================== =================

PER SHARE INFORMATION:

Weighted average number of shares outstanding
(basic) 20,751,124 19,024,296
================== =================

Net income (loss) per common share (basic) (0.00) $ (0.02)
================== =================
Weighted average number of shares outstanding
(diluted) 20,751,124 19,024,296
================== =================

Net income (loss) per common share (diluted) (0.00) $ (0.02)
================== =================

The accompanying independent accountants' review report and notes to financial statements
should be read in conjunction with these Statements of Income and Accumulated Deficit.

- 3 -

AMERICAN PRODUCT CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
AS OF SEPTEMBER 30, 2003

Common Common Additional Preferred Preferred APIC
Stock Stock Paid-in Stock Shares Stock Preferred Subscribed Income Total
Shares Amount Capital Series A Series A Stock Stock (Deficit) Equity
---------- -------- ----------- ------------ --------- --------- ---------- ------------ ------------
Balances at
December 31,2000 7,135,267 $ 7,135 $ 242,918 - $ - $ - $ (44,134) $ (411,535) $(205,616)

Issuance of common
stock for services 6,210,520 6,211 563,245 - - - - - 569,456

Deferred compensation
recognized - - - - - - 44,134 - 44,134

Deferred compensation
other assets - - - - - - (200,156) - (200,156)

Issuance for
stock warrant - - 12,000 - - - - - 12,000

Net profit (loss) of
year ended
December 31,2001 (931,693) (931,693)

Balance at
December 31,2001 13,345,787 $ 13,347 $ 818,163 - $ - $ - $(200,156) $ (1,343,228) $ (711,874)
---------- --------- ----------- ----------- ----------- ---------- ---------- ------------- -----------
Deferred compensation
recognized - - - - - - 170,806 - 170,806

Issuance of common
stock for services 7,068,320 7,068 507,447 - - - - - 514,515

Issuance of
preferred shares - - - 1,945,680 1,946 247,101 - - 249,047

Cancellation of
preferred shares - - - (1,945,680) (1,946) (247,101) - - (249,047)

Prior period adjustment - - - - - - - 2,127 2,127

Deferred compensation
recognized - - - - - - 147,448 - 147,448

Cancellation of
stock warrant - - (12,000) - - - (12,000) - (12,000)

Deferred compensation
recognized - - - - - - (118,098) - (118,098)

Net profit (loss) for
quarter ended
December 31, 2002 (327,948) (327,948)

Balance at
December 31, 2002 20,414,107 $ 20,414 $1,313,610 - $ - $ - $ - $(1,669,049) $ (335,025)
---------- ---------- ----------- ------------ ----------- ---------- ----------- ------------ ------------
Issuance of
common stock
for services 1,000,000 1,000 9,000 - - - - 19,000

Net profit (loss) for
quarter ended
September 30, 2003 - - - - - $ - $ - (10,000) (10,000)
---------- ---------- ----------- ------------ ----------- ----------- ----------- ------------ -----------
Balance at
September 30, 2003 21,414,107 $ 21,414 $1,322,610 - $ - $ - $ - $(1,679,049) $ (326,025)
========== ========== =========== ============ =========== ========== =========== ============ ===========

The accompanying independent accountants' review report and notes to financial statements
should be read in conjunction with this Statement of Changes in Stockholders' Equity.

- 4 -

AMERICAN PRODUCT CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED
SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
UNAUDITED

Nine Twelve
Months Ended Months Ended
------------- -------------
9/30/03 12/31/02
------------- -------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Income / (Loss) from Operations $ (10,000) $ (327,948)
Adjustments to reconcile net income
to net cash provided
Services Received for Stock 10,000 200,156
Depreciation Expense - 1,811
(Increase) / Decrease in Accounts Receivable - 3,379
(Increase) / Decrease in Due from Officers - 20,690
(Increase) / Decrease in Other Assets - 1,360
Increase / (Decrease) in Due to Related Party - (532,707)
Increase / (Decrease) in Other Current Liabilities - 56,647
Increase / (Decrease) in Accounts Payable - 101,573
------------- -------------
Net cash provided by (used in) operating activities - (475,039)
------------- -------------
CASH FLOWS FROM
INVESTING ACTIVITIES:
(Purchase)/Sale of Equipment - 11,162
------------- -------------
Net cash provided by (used in) investing activities - 11,162
------------- -------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Issuance of Stock - 502,515
Increase/(Decrease) in Short Term Notes Payable - (28,000)
Increase/(Decrease) in Short Term Notes Payable - (12,300)
- Related Party
------------- -------------
Net cash provided by (used in) financing activities - 462,215
------------- -------------

Balance at beginning of period - 1,662
Net increase (decrease) in cash - (1,662)
------------- -------------
Balance at end of period $ - $ (0)
============= =============

SUPPLEMENTAL INFORMATION:
Interest Paid $ - $ (1)
============= =============
Taxes Paid $ - $ -
============= =============

The accompanying independent accountants' review report and the notes to financial
statements should be read in conjunction with these Statements of Cash Flows.

- 5 -

AMERICAN PRODUCT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

Description of business and history - American Product Corporation, formally
known as American IR Technologies, Inc., (the Company) was incorporated in
the State of Nevada on October 29, 1999. On November 18, 2002, the Company
changed its name to American Product Corp. The Company is a publicly trade
company currently listed on the OTC Pink Sheets under the symbol APRP. The
principal business objective of the Company is to design and market consumer
electronics that utilize infrared technology.

The Company was in the development stage from its inception on October 29,
1999 through December 31, 2000.

The Company has previously entered into a license agreement with an
affiliate, American Infrared Technologies, Inc. (Canada), a Canadian
corporation, for exclusive rights to their procedures, practices, and
intellectual property. This agreement is the sole source of product
development for the Company. On May 29, 2002, the company entered into a
settlement with Canada regarding the license agreement (See Note 3).

Until October 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. In October 2002, the Company changed its strategy
due to poor operating conditions and their operating results coupled with
difficulties in raising capital through debt and equity sources. The
Company adopted a new strategy during the fourth quarter of 2002 that
committed to the disposal of its current business and to seek a
merger/acquisition transaction with a Company having better financial
resources. As of December 31, 2002, the Company ceased all operating
activities and has disposed of most of its assets. The Company currently
operates as a development stage company, while formulating a plan to improve
it financial position.

Going concern - The Company incurred net losses of approximately $1,679,049
from the period of October 29, 1999 (Date of Inception) through September
30, 2003 and has ceased its operations, thus, is classified as a
development stage company, raising substantial doubt about the Company's
ability to continue as a going concern. The Company will seek additional
sources of capital through the issuance of debt or equity financing, but
there can be no assurance the Company will be successful in accomplishing
its objectives.

The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.

Basis of accounting - The Company's policy is to prepare the financial
statements on the accrual basis of accounting.

Year end - The Company's year end is December 31.

Cash and cash equivalents - Cash and cash equivalents consist of highly
liquid investments with maturities of three months or less when purchased.

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.

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

Property and equipment and rental properties - Property and equipment and
rental properties are stated at cost less accumulated depreciation.
Depreciation is provided principally on the straight-line method over the
estimated useful lives of the assets, which are generally 3 to 27 years.
The amounts of depreciation provided are sufficient to charge the cost of
the related assets to operations over their estimated useful lives. The
cost of repairs and maintenance is charged to expense as incurred.
Expenditures for property betterments and renewals are capitalized. Upon
sale or other disposition of a depreciable property, cost and accumulated
depreciation are removed from the accounts and any gain or loss is reflected
in other income.

The Company periodically evaluates whether events and circumstances have
occurred that may warrant revision of the estimated useful life of fixed
assets or whether the remaining balance of fixed assets should be evaluated
for possible impairment. The Company uses an estimate of the related
undiscounted cash flows over the remaining life of the fixed assets in
measuring their recoverability. As of September 30, 2003 and December 31,
2002, respectively, the company has $0 in assets.

Intangible Assets - Under guidance of SFAS 142, Net assets of companies
acquired in purchase transactions are recorded at fair value at the date of
acquisition, as such, the historical cost basis of individual assets and
liabilities are adjusted to reflect their fair value. Identified
intangibles are amortized on an accelerated or straight-line basis over the
period benefited. Goodwill is not amortized, but is reviewed for potential
impairment on an annual basis at the reporting unit level. The impairment
test is performed in two phases. The first step of the goodwill impairment
test, used to identify potential impairment, compares the fair value of the
reporting unit with its carrying amount, including goodwill. If the fair
value of the reporting unit exceeds its carrying amount, goodwill of the
reporting unit is considered not impaired; however, if the carrying amount
of the reporting unit exceeds its fair value, an additional procedure must
be performed. That additional procedure compares the implied fair value of
the reporting unit's goodwill (as defined in SFAS 142) with the carrying
amount of that goodwill. An impairment loss is recorded to the extent that
the carrying amount of goodwill exceeds its implied fair value.

Other intangible assets are evaluated for impairment if events and
circumstances indicate a possible impairment. Such evaluation of other
intangible assets is based on undiscounted cash flow projections.

Income taxes - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which requires
recognition of deferred tax assets and liabilities for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in operations in the period that includes the
enactment date.

As of September 30, 2003, the Company has not filed a tax return with the
Internal Revenue Service since 2000. Management feels the Company will have
a net operating loss carryover to be used for future years. Such losses may
not be fully deductible due to the significant amounts of non-cash service
costs and change in majority ownership control. The Company has established
a valuation allowance for the full tax benefit of the operating loss
carryovers due to the uncertainty regarding realization.

Inventory Valuation - Inventories are stated at the lower of cost or market,
cost being determined on the first in, first out (FIFO) basis.

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

Net loss per common share - The Company computes net loss per share in
accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff
Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and
SAB 98, basic net loss per share is computed by dividing the net loss
available to common stockholders for the period by the weighted average
number of shares of common stock outstanding during the period. The
calculation of diluted net loss per share gives effect to common stock
equivalents; however, potential common shares are excluded if their effect
is antidilutive. For the years ended September 30, 2003 and December 31,
2002, no options and warrants were excluded from the computation of diluted
earnings per share because their effect would be antidilutive.

Comprehensive income (loss) - The Company has no components of other
comprehensive loss. Accordingly, net loss equals comprehensive loss for all
periods.

Revenue recognition - The Company has no revenues to date from its
operations.

Warranty - The Company sells the majority of its product with a limited
repair and replacement warranty. The accompanying financial statements do
not include a provision for estimated warranty claims based on the Company's
experience that no material claims have been made.

Research and Development- The Company expenses its research and development
in the periods incurred.

Advertising costs - The Company recognizes advertising expenses in
accordance with Statement of Position 93-7 "Reporting on Advertising Costs."
Accordingly, the Company expenses the costs of producing advertisements at
the time production occurs, and expenses the costs of communicating
advertisements in the period in which the advertising space or airtime is
used. The Company has recorded no significant advertising costs for the
nine months ended September 30, 2003 and the year ended December 31, 2002,
respectively.

Stock-based compensation - The Company applies Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and
Related Interpretations, in accounting for stock options issued to
employees. Under APB No. 25, employee compensation cost is recognized when
estimated fair value of the underlying stock on date of the grant exceeds
exercise price of the stock option. For stock options and warrants issued
to non-employees, the Company applies SFAS No. 123, Accounting for Stock-
Based Compensation, which requires the recognition of compensation cost
based upon the fair value of stock options at the grant date using the
Black-Scholes option pricing model.

Dividend Policy - The Company has not yet adopted any policy regarding
payment of dividends. The Company has authorized 1,945,680 shares of
preferred stock with a par value of $0.001. As of December 17, 2003, the
series A preferred stock has been cancelled by the Company.

Preferred shares carry two votes for every one preferred share and have
priority in the event of company liquidation. Series A shares have annual
dividends of 6% that are payable quarterly. The shares are convertible to
common shares on a 1 for 1.6 basis at the holders' option.

New accounting pronouncements - In June 2002, the FASB issued Statement
No. 146, Accounting for Costs Associated With Exit or Disposal Activities.
This statement requires the recognition of a liability for a cost associated
with an exit or disposal activity when the liability is incurred versus the
date the Company commits to an exit plan. In addition, this statement states
the liability should be initially measured at fair value. The statement is
effective for exit or disposal activities that are initiated after December
31, 2002. The Company does not believe that the adoption of this
pronouncement will have a material effect on its financial statements.

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

New accounting pronouncements (continued)

In January 2003, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure. This statement provides
alternative methods of transition for a voluntary change to the fair
value-based method of accounting for stock-based employee compensation. In
addition, this statement also amends the disclosure requirements of SFAS
No. 123 to require more prominent and frequent disclosures in the financial
statements about the effects of stock-based compensation. Because the
Company continues to account for employee stock-based compensation under APB
Opinion No. 25, the transitional guidance of SFAS No. 148 has no effect on
the financial statements at this time.

In November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45 ("FIN No. 45"), Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness
of Others an interpretation of SFAS No. 5, 57, and 107 and rescission of
FASB Interpretation No. 34, was issued. FIN No. 45 clarifies the
requirements of SFAS No. 5, Accounting for Contingencies, relating to a
guarantor's accounting for, and disclosure of, the issuance of certain types
of guarantees. The adoption of the provisions of FIN No. 45 did not have a
material impact on the Company's results of operations, financial position
or cash flows.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities. This interpretation establishes standards for
identifying a variable interest entity and for determining under what
circumstances a variable interest entity should be consolidated with its
primary beneficiary. Until now, a company generally has included another
entity in its consolidated financial statements only if it controlled the
entity through voting interests. Interpretation No. 46 changes that by
requiring a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the variable
interest entity's activities or is entitled to receive a majority of the
entity's residual returns or both. The Company does not believe that the
adoption of this pronouncement will have a material effect on its financial
statements.

2. STOCKHOLDER'S EQUITY

On February 8, 2002, the Company issued 1,945,680 shares of Series A
Preferred Stock to two executives. This stock is cumulative, with an annual
dividend of 6%, carrying two (2) votes per preferred share. These shares
become convertible on July 1, 2002 into 1.6 common shares for every 1
preferred share. They are convertible at the option of the owner. As of
December 17, 2003, the series A preferred stock has been cancelled by the
Company.

During 2002, the Company issued 11,068,320 shares of common stock to various
consultants. On December 8, 2003, the Company cancelled 5,000,000 shares of
the common stock issued during the year ended 2002. An additional
4,578,000 shares of common stock were cancelled on December 17, 2003.

On May 28, 2003, the Company issued 1,000,000 shares in exchange for payment
towards a prior debt from Mark Kane of Manhattan Computer Products, Inc.
(See Note 5)

On December 8, 2003, the Company issued 50,000,000 shares in exchange for
100% of the ownership interest of a private company. The company plans to
file the financials and additional information related to this acquisition
shortly after filing the 2002 10-KSB.

3. LICENSE AGREEMENT

On December 22, 1999, the Company entered into a five-year technology
license agreement with Canada. Certain officers and directors of Canada are
also officers and directors of the Company. The license agreement provides
the Company with the exclusive rights to all procedures, practices and
intellectual property related to
3. LICENSE AGREEMENT (CONTINUED)

Canada's technologies and applications. According to the agreement, the
Company has agreed to pay Canada a royalty of 3% of all revenues derived
from the use of the technologies licensed from Canada. The royalty is
payable monthly. Additionally, the Company has a 30-day right of first
refusal to license additional technologies developed by Canada.

The Company does not intend to assign a value to the technology received
from Canada because there appears to be no discernable value. See Note 6
("Contingencies and Commitments") regarding the company's litigation
related to the license agreement.

4. STOCK OPTIONS

There are no stock options or warrants as of September 30, 2003 and
December 31, 2002, respectively.

5. LITIGATION

The Company incurred substantial debt in their attempt to manufacture and
market consumer electronic products. Several of the creditors have filed
suit and two default judgments have been filed These claims total
$55,401.99 plus interest and attorneys' fees.

Alt, Inc. sued American IR Technologies, Inc. on December 19, 2001, Case No.
A444128, ALT, Inc. vs. American IR Technologies, Inc. in the District Court
of Clark County, Nevada, 8th Judicial District. A default judgment was
entered against American IR Technologies in the amount of $21,542 plus
penalties, fees and interest on April 9, 2002.

Netcore Technologies filed a complaint for damages against American IR
Technologies, Inc. on April 5, 2002, Case No. 020-004921 001, Netcore
Technologies. vs. American IR Technologies, Inc in the Justice Court, Las
Vegas Township, Clark County, Nevada, 8th Judicial District. Netcore
Technologies claims total $5,440.80 plus interest and reasonable attorneys
fees.

Stephen A. Zrenda, Jr., P.C. filed a petition against American IR
Technologies, Inc. on January 29, 2002, Case No. CJ-2002-848, Stephen A.
Zrenda, Jr., P.C. vs. American IR Technologies, Inc and Ronald A. Ryan in
the District Court, Oklahoma County, Oklahoma. Stephen A. Zrenda, Jr. P.C.
claims total $5,602.42 as well as any accrued or accruing interest, court
costs attorneys' fees and expenses.

High Impact Television, Inc. sued American IR Technologies, Inc. on December
24, 2001, Case No. 01 HL 02183, High Impact Television. vs. American IR
Technologies, Inc. and Does 1 through 10, inclusive in the Superior Court,
Orange County, California. A default judgment was entered against American
IR Technologies in the amount of $13,191.80 on February 6, 2002.

Today's Staffing, Inc. sued American IR Technologies, Inc. on December 28,
2001, Case No. A444405, Today's Staffing, Inc. vs. American IR Technologies,
Inc. in the District Court of Clark County, Nevada, 8th Judicial District.
Today's Staffing claims total $10,526.80 plus interest through the filing of
$875.67 plus attorneys' fees in the amount of $3,500.00.

Mark Kane, an individual sued American Capital Partners Limited, Inc. on
February 18, 2004, Case No. A480784, Mark Kane vs. American Capital Partners
Limited, Inc. formerly known as American Product Corporation in the District
Court of Clark County, Nevada for claims $10,000.

6. CONTINGENCIES AND COMMITMENTS

The Company has received common stock subscriptions in the amount of
$29,350. The Company is reporting this as part of shareholder's equity.
The Company issued stock for services and is periodically expensing these
services as the work is performed. The stock subscriptions were fully
expensed as of December 31, 2002.

7. SUBSEQUENT EVENTS

On December 8, 2003, the Company issued 50,000,000 shares in exchange for
100% of the ownership interest of a private company. The company plans to
file the financial statements and additional information related to this
acquisition shortly after filing the 2002 10-KSB.

8. CHANGES TO PRIOR YEAR FINANCIALS

For the period ended December 31, 2002, the Company recorded a prior period
adjustment of $2,127 due to an error in depreciating some property over 3-
years rather than 5-years and in depreciating some property over 5-years
rather than 7-years.

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, 2002. 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.

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. Currently, the Company has
operated as a development stage company from the fourth quarter of 2002 until
the fourth quarter of 2003 when it acquired American Capital Partners Limited,
Inc.

RESULTS OF OPERATIONS

Until October 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. In October of 2002, management of the Company acknowledged that
expenses significantly exceeded the revenue being derived from the sale of the
product. Therefore, management reached a determination that it would not be
feasible for the Company to develop, manufacture and market electronic products
that targeted the home health and safety markets. Upon reaching that
determination, management adopted the new business plan summarized under "Plan
of Operations," below.

Currently, there are no assets in the Company. All operations have ceased and
all inventory and other assets were sold or otherwise utilized to satisfy
obligations of the Company. However, the liquid assets of the Company were not
sufficient to pay many of the creditors and as a result several of the
creditors have filed suit and two default judgments have been filed. These
claims total $55,401.99 plus interest and attorneys' fees. See Item 3 - Legal
Proceedings.

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.

ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Our principal
executive officer and principal financial officer, after evaluating the
effectiveness of the Company's "disclosure controls and procedures" (as defined
in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a
date (the "Evaluation Date") within 90 days before the filing date of this
quarterly report, has concluded that as of the Evaluation Date, our disclosure
controls and procedures were adequate and designed to ensure that material
information relating to our consolidated subsidiaries and us would be made
known to him by others within those entities.

(b) Changes in internal controls. There were no significant changes in
our internal controls or to our knowledge, in other factors that could
significantly affect our disclosure controls and procedures subsequent to the
Evaluation Date.

PART II
ITEM 1. LEGAL PROCEEDINGS

The Company incurred substantial debt in their attempt to manufacture and
market consumer electronic products. Several of the creditors have filed suit
and two default judgments have been filed. These claims total $55,401.99 plus
interest and attorneys' fees.

Alt, Inc. sued American IR Technologies, Inc. on December 19, 2001, Case No.
A444128, ALT, Inc. vs. American IR Technologies, Inc. in the District Court of
Clark County, Nevada, 8th Judicial District. A default judgment was entered
against American IR Technologies in the amount of $21,542 plus penalties, fees
and interest on April 9, 2002.

Netcore Technologies filed a complaint for damages against American IR
Technologies, Inc. on April 5, 2002, Case No. 020-004921 001, Netcore
Technologies. vs. American IR Technologies, Inc in the Justice Court, Las Vegas
Township, Clark County, Nevada, 8th Judicial District. Netcore Technologies
claims total $5,440.80 plus interest and reasonable attorneys fees.

Stephen A. Zrenda, Jr., P.C. filed a petition against American IR Technologies,
Inc. on January 29, 2002, Case No. CJ-2002-848, Stephen A. Zrenda, Jr., P.C.
vs. American IR Technologies, Inc and Ronald A. Ryan in the District Court,
Oklahoma County, Oklahoma. Stephen A. Zrenda, Jr. P.C. claims total $5,602.42
as well as any accrued or accruing interest, court costs attorneys' fees and
expenses.

High Impact Television, Inc. sued American IR Technologies, Inc. on December
24, 2001, Case No. 01 HL 02183, High Impact Television. vs. American IR
Technologies, Inc. and Does 1 through 10, inclusive in the Superior Court,
Orange County, California. A default judgment was entered against American IR
Technologies in the amount of $13,191.80 on February 6, 2002.

Mark Kane, an individual sued American Capital Partners Limited, Inc. on
February 18, 2004, Case No. A480784, Mark Kan vs. American Capital Partners
Limited, Inc. formerly known as American Product Corporation in the District
Court of Clark County, Nevada for claims $10,000.

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 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
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934, the undersigned has duly caused this Form 10-QSB to be signed on
its behalf by the undersigned, there unto duly authorized, in the City of West
Palm Beach, Florida, on March 9, 2004.

AMERICAN CAPITAL PARTNERS LIMITED, INC.

By: /s/ C. Frank Speight Date: March 18, 2004
-----------------------

C. Frank Speight,
Principal Executive Officer

Exhibit 31.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule
15d-14 under the Securities Exchange Act of 1934
--------------------------------------------------------------------

In connection with the Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 on Form 10-QSB of American Capital Partners
Limited, Inc.. (the "Company") for the period ended September 30, 2003, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, C. Frank Speight Principal Executive Officer, pursuant to 18
U.S.C. Sec.1350, as adopted pursuant to Section 302 and 906 of the
Sarbanes-Oxley Act of 2002, and pursuant to Rule 13a-14 under the Securities
Exchange Act of 1934, that:

1. I have reviewed the Report being filed;

2. Based on my knowledge, the Report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by the Report;

3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the period presented in the Report;

4. I and the other certifying officers are responsible for establishing and
maintaining disclosure controls and procedures (as such term is defined in
paragraph (c) of Rule 13a-14) for the Company and have:

i. Designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its consolidated
subsidiaries, if any, is made known to them by others within those entities,
particularly during the period in which the periodic reports are being
prepared;

ii. Evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the Report
("Evaluation Date"); and

iii. Presented in the Report their conclusions about the effectiveness of
the disclosure controls and procedures based on their evaluation as of the
Evaluation Date;

5. I and the other certifying officers have disclosed, based on their most
recent evaluation, to the Company's auditors and the audit committee of the
board of directors (or persons fulfilling the equivalent function):

i. All significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize and report financial data and have identified for the Company's
auditors any material weaknesses in internal controls; and

ii. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal controls; and

6. I and the other certifying officers have indicated in the report whether
or not there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
their most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Dated: March 18, 2004

/s/ C. Frank Speight
--------------------

C. Frank Speight
Principal Executive Officer

Exhibit 31.2

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
302 and 906 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14b) and
Rule 15d-14(b)(17 CFR 240.15d-14(b)) under the Securities Exchange Act of
1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code
--------------------------------------------------------------------

In connection with the Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 on Form 10-QSB of American Capital Partners
Limited, Inc. (the "Company") for the period ended September 30, 2003, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Randall Goulding, the Company's Principal Financial and
Accounting Officer, certify, pursuant to 18 U.S.C. Sec.1350, as adopted
pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002, and
pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, that:

1. I have reviewed the Report being filed;

ii. Evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the Report
("Evaluation Date"); and

iii. Presented in the Report their conclusions about the effectiveness of
the disclosure controls and procedures based on their evaluation as of the
Evaluation Date;

ii. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal controls; and

Dated: March 18, 2004

/s/ Randall Goulding
--------------------

Randall Goulding
Principal Financial and Accounting Officer

Exhibit 32.1

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley act of 2001.

--------------------------------------------------------------------

In connection with the Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 on Form 10-QSB of American Capital
Partners Limited, Inc. (the "Company") for the period ended September 30,
2003, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, C. Frank Speight Principal Executive Officer, certify,
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2001, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated: March 18, 2004

/s/ C. Frank Speight
--------------------

C. Frank Speight
Principal Executive Officer

Exhibit 32.2

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley act of 2001.

--------------------------------------------------------------------

In connection with the Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 on Form 10-QSB of American Capital
Partners Limited, Inc. (the "Company") for the period ended September 30,
2003, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Randall Goulding, the Company's Principal Financial and
Accounting Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated: March 18, 2004

/s/ Randall Goulding
--------------------

Randall Goulding
Principal Financial and Accounting Officer