UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25
                            SEC FILE NUMBER: 0 31048
                            CUSIP NUMBER: 740530 30 8

                           NOTIFICATION OF LATE FILING

 (Check One):[x] Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form NSAR

                       For Period Ended: December 31, 2003

                       [ ] 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:

      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.
Address of Principal Executive Office: 12868 Via Latina, Del Mar CA 92014

                       PART II -- RULES 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-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth day. [X]

(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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.

The Issuer lacked certain financial data and other information required to
complete the filing, and such data and information could not have been made
available without unreasonable effort and expense.

                           PART IV-- OTHER INFORMATION

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



Andrea Cataneo, Esq.            (973) 442-9944
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(Name)                          (Phone 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 answer is no,
identify report(s). Yes

(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? 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. No.

Pacificap Entertainment Holdings, Inc.
- --------------------------------------
(Name of Registrant as Specified in Charter) has caused this notification to be
signed on its behalf by the undersigned hereunto duly authorized.

Date: March 30, 2004

By: /s/ Ed Litwak
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        Ed Litwak, President