SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                         Commission File Number 0-10157
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                           NOTIFICATION OF LATE FILING


(Check One):   [X] Form 10-KSB   [_] Form 11-K   [_] Form 20-F   [ ] Form 10-QSB
               [_] Form N-SAR

               For Period Ended:  December 31, 2004

     [_] Transition  Report on Form 10-K [_] Transition  Report on Form 20-F [_]
     Transition  Report  on Form  11-K [_]  Transition  Report  on Form 10-Q [_]
     Transition Report on Form N-SAR
          For the Transition Period Ended:

     Read attached  instruction  sheet before  preparing  form.  Please print or
type.

     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

                               CAPCO ENERGY, INC.
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                            Full Name of Registrant


                           5555 SAN FELIPE, SUITE 725
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           Address of Principal Executive Office (Street and Number)


                             HOUSTON, TEXAS  77056
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                            City, State and Zip Code











                                    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.)

[X]  | (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-KSB, Form 20-F, Form 11-K or Form N-SAR, or portion
[X]  |     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-QSB, 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 why the Form 10-KSB,11-K,20-F  10-Q, N-SAR
or the  transition  report  portion  thereof  could  not  be  filed  within  the
prescribed time period. (Attach extra sheets if needed.)

          Certain financial and other information  necessary for an accurate and
full  completion  of the  Annual  Report on Form 10-KSB could not be provided
within the prescribed time period without unreasonable effort or expense. The
Registrant anticipates that it will file its Form 10-KSB within the fifteen-day
extension provided by Exchange Act Rule 12b-25.









                                     PART IV
                                OTHER INFORMATION

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

       Walton Vance                            713            622-5550
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          (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?
                                                                 [X] Yes  [ ] 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.

It is anticipated that net income in excess of $500,000 will be reported for
the year ended December 31, 2004. For the corresponding period in 2003 the
Registrant  reported a net loss of  approximately  $1.9 million, which included
a loss of $1.3 million sustained by discontinued operations and a loss of $0.7
million resulting from the disposal of discontinued operations.






                               CAPCO ENERGY, INC.
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                  (Name of Registrant as Specified in Charter)

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


Date  March 30, 2005               By   /s/ Ilyas Chaudhary
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                                      Chief Executive Officer