EXHIBIT 31.2


     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 September 30, 2005 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: November 14, 2005           By: /s/ Timothy Ellis
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                                      Timothy Ellis,
                                      Principal Financial and Accounting Officer


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