EXHIBIT 32.2
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                  CERTIFICATION PURSUANT TO RULE 13a-14(b) OR

                     RULE 15d-14(b) and 18 U.S.C. ss.1350,

                             AS ADOPTED PURSUANT TO

                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of American Capital Partners
Limited, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2004
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Timothy Ellis, Principal Financial and Accounting Officer of the
Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

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