EXHIBIT 32.2


                   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: November 19, 2004             By: /S/ TIMOTHY ELLIS
                                        -----------------
                                        Timothy Ellis
                                        Principal Financial and
                                        Accounting Officer