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, 2006

|_| 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     9150 Wilshire Boulevard, Suite 242
City, state and zip code                  Beverly Hills, California 90212

                                     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 10-Q, or portion
                     thereof will be filed on or before the 15th calendar day
|X|                  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 year 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

      Mark Schaftlein                    (561)                866-6108
      ---------------                --------------        ----------------
        (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.



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                     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 30, 2007                      /s/ Mark Schaftlein
                                            ---------------------------
                                            By: Mark Schaftlein
                                            Title: President


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