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  annual  report  on Form  10-KSB of  American  Capital
Partners Limited, Inc;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statement made, in light of the  circumstances  under which  statements were
made, not misleading with respect to the period covered by this annual 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 small business
issuer as of, and for, the periods presented in this report.

4. The small business issuer'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 small business issuer 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  small  business  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) Evaluated the  effectiveness of the small business  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

    (c)  Disclosed  in this  report  any change in the small  business  issuer's
internal  control  over  financial  reporting  that  occurred  during  the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuers's internal
control over financial reporting; and

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

    (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 small  business  issuer'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 small business  issuer's  internal
control over financial reporting.

         Date: March 31, 2005              By: /S/ TIMOTHY ELLIS
                                           ---------------------------------
                                           Timothy Ellis,
                                           Principal Financial and
                                           Accounting Officer