EXHIBIT 31.2


     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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: November 19, 2004              By: /S/ TIMOTHY ELLIS
                                                  -----------------
                                                     Timothy Ellis,
                                                     Principal Financial
                                                     and Accounting Officer