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 quarterly 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 quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly 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 quarterly report.

     4.   I am responsible for establishing and maintaining disclosure controls
          and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
          for American Capital Partners Limited, Inc. and have:

     (i)  Designed such disclosure controls and procedures to ensure that
          material information relating to American Capital Partners Limited,
          Inc. is made known to me by others within the Company, particularly
          during the period in which the periodic reports are being prepared;

     (ii) Evaluated the effectiveness of American Capital Partners Limited,
          Inc.'s. disclosure controls and procedures as of a date within 90 days
          prior to the filing date of this 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 have disclosed, based upon their most recent evaluation, to American
          Capital Partners Limited, Inc.'s. auditors and the audit committee of
          the Company's Board of Directors:

     (iii) All significant deficiencies in the design or operation of internal
          controls which could adversely affect American Capital Partners
          Limited, Inc.'s ability to record, process, summarize and report
          financial data and have identified for American Capital Partners
          Limited, Inc.'s. auditors any material weaknesses in internal control,
          and

     (iv) Any fraud, whether or not material, that involves management or other
          employees who have a significant role in American Capital Partners
          Limited, Inc.'s. internal controls, and

     6.   I have indicated in this quarterly 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.


Date: September 29, 2004              By: /s/ Timothy Ellis
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                                      Timothy Ellis,
                                      Principal Financial and Accounting Officer