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-KSB 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 23, 2004                            By: /s/ Timothy Ellis
                                                        -----------------
                                                        Timothy Ellis,
                                                        Principal Financial and
                                                        Accounting Officer


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