SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                        Commission File Number: 000-31048


                           NOTIFICATION OF LATE FILING

|X| Form 10-K     |_| Form 11-K     |_| Form 20-F     |_| Form 10-Q
|_| Form N-SAR

         For Period Ended: December 31, 2004

|_| Transition Report on Form 10-K      |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F      |_| Transition Report on Form N-SAR

         For the Transition Period Ended: ______________________________________

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:_________________________
________________________________________________________________________________


                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant                   Pacificap Entertainment Holdings, Inc.
Former name if applicable
Address of principal executive office     12868 Via Latina
City, state and zip code                  Del Mar, California 92014


                                     PART II
                             RULE 12b-25 (b) AND (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense and the  registrant  seeks  relief  pursuant  to Rule  12b-25  (b),  the
following should be completed. (Check box if appropriate.)

         |         (a)   The reasons  described in reasonable detail in Part III
         |               of  this   form   could  not  be   eliminated   without
         |               unreasonable effort or expense;
         |         (b)   The  subject   annual   report,   semi-annual   report,
         |               transition  report  on Form  10-K,  20-F,  11-K or Form
 |X|     |               10-Q, or portion thereof will be filed on or before the
         |               15th calendar day following the prescribed due date; or
         |               the subject  quarterly  report or transition  report on
         |               Form  10-Q,  or  portion  thereof  will be  filed on or
         |               before the fifth  calendar day following the prescribed
         |               due date; and
         |         (c)   The accountant's statement or other exhibit required by
         |               Rule 12b-25(c) has been attached if applicable.



                                    PART III
                                    NARRATIVE

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period.

     The compilation, dissemination and review of the information required to be
presented  in the Form 10-KSB for the relevant  fiscal  quarter has imposed time
constraints  that have rendered  timely filing of the Form 10-KSB  impracticable
without undue hardship and expense to the registrant.  The registrant undertakes
the  responsibility  to file such annual report no later than fifteen days after
its original due date.

                                     PART IV
                                OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

      Edward Litwak                  (858) 481-2207
      -------------                  --------------
        (Name)                   (Area Code)      (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                 |X| Yes |_| No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?

                                 |_| Yes |X| No

If so: attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.






                     Pacificap Entertainment Holdings, Inc.
                   Name of Registrant as Specified in Charter.

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Dated:  March 31, 2005                      /s/ EDWARD LITWAK
                                                ------------------
                                            By: Edward Litwak
                                         Title: President