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

                                       19
<PAGE>