EXHIBIT 31.2
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     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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I, Timothy Ellis, certify that:


     1.   I have reviewed this quarterly report on Form 10-QSB of American
          Capital Partners Limited, Inc.;

     2.   Based on my knowledge, this 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 this report;

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

     4.   The registrant's other certifying officer(s) and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          registrant and have:

          (a)  Designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               Issuer, including its consolidated subsidiaries, is made known to
               us by others within those entities, particularly during the
               period in which this report is being prepared;

          (b)  Designed such internal control over financial reporting, or
               caused such internal control over financial reporting to be
               designed under our supervision, to provide reasonable assurance
               regarding the reliability of financial reporting and the
               preparation of financial statements for external purposes in
               accordance with generally accepted accounting principles;

          (c)  Evaluated the effectiveness of the Issuer's disclosure controls
               and procedures and presented in this report our conclusions about
               the effectiveness of the disclosure controls and procedures, as
               of the end of the period covered by this report based on such
               evaluation; and

          (d)  Disclosed in this report any change in the Issuer's internal
               control over financial reporting that occurred during the
               Issuer's fourth fiscal quarter ending November 30, 2004 that has
               materially affected, or is reasonably likely to materially
               affect, the Issuer's internal control over financial reporting.

     5.   The registrant's other certifying officer(s) and I have disclosed,
          based on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditor and the audit committee of the
          registrant's board of directors (or persons performing the equivalent
          functions):

          (a)  All significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect the registrant's
               ability to record, process, summarize and report financial
               information; and

          (b)  Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal control over financial reporting.


Date: August 15, 2005                          By: /s/ Timothy Ellis
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                                                   Timothy Ellis,
                                                   Principal Financial and
                                                   Accounting Officer



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