UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~ of

~~DATE OF~~The ~~REPORT~~Securities ~~(DATE~~Exchange OFAct ~~EARLIEST~~of ~~EVENT REPORTED): May 11, 2007~~ 1934

Date of Report (Date of earliest event reported): August 24, 2009

PACIFICAP ENTERTAINMENT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	~~000-31048~~	33-0766069
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~2361 Campus~~12868 ~~Drive,~~Via ~~Suite 101~~Latina, ~~Irvine, CA 92612~~

~~(Address of~~Del ~~principal~~Mar, ~~executive~~CA ~~offices and Zip Code)~~ 92014

~~Registrant's telephone~~ (Address ~~number,~~of ~~including~~principal ~~area~~executive ~~code: (949~~offices) ~~833-9001~~

~~Copies to:~~(858) 481-2207

~~Andrea Cataneo~~(Telephone number, ~~Esq.~~including area code)

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~[ ]~~ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~[ ] Soliciting~~Item ~~material~~1.01 Entry ~~pursuant~~in toa ~~Rule~~Material ~~14a-12~~Definitive ~~under the Exchange Act (17 CFR 240~~Agreement.~~14a-12)~~

~~[ ] Pre-commencement~~On ~~communications~~August ~~pursuant~~24, to2009, ~~Rule~~Pacificap ~~14d-2~~Entertainment Holdings, Inc. (bthe “Company”) ~~under~~and ~~the~~Mark ~~Exchange Act~~ Schaftlein (17the ~~CFR~~“Executive”) ~~240.14d-2~~the Company’s sole officer and director, closed a Separation and Release Agreement (bthe “Agreement”)) whereby the Company paid the Executive a lump sum severance benefit and the Executive resigned from his positions as an officer and director of the Company.

~~[ ] Pre-commencement~~Pursuant ~~communications~~to ~~pursuant~~the Agreement, the Executive waived any rights or interest he may have with respect to ~~Rule~~any ~~13e-4(c)~~loans ~~under~~made by him to the ~~Exchange Act (17~~Company ~~CFR~~or ~~240~~with respect to any expenses paid on behalf of the Company.~~13e-4(c))~~ In connection with the Agreement, the Executive has also agreed to release the Company, its subsidiaries and agents from any and all causes of action and demands of any kind the Executive, his heirs or assigns ever had, now have or may have, by reason of the Executive’s employment or cessation of employment with the Company.

~~Item 1.01~~The foregoing ~~Entry into~~description aof ~~Material~~the ~~Definitive~~Agreement is qualified in its entirety by reference to the Separation and Release Agreement attached as Exhibit 10.1 hereto.

Item 2 5.~~03 Creation~~ 02 Departure of aDirectors ~~Direct~~or ~~Financial~~Certain ~~Obligation~~Officers; orElection anof ~~Obligation~~Directors; ~~Under~~Appointment anof ~~Off-Balance~~Certain ~~Sheet Arrangement~~Officers; Compensatory Arrangements of aCertain ~~Registrant~~Officers.

~~Item 3.02 Unregistered Sales~~Resignation of ~~Equity~~Chief ~~Securities~~Executive Officer and Director.

~~May~~Effective August 24, 2009, Mr. Mark Schaftlein resigned as the Chief Executive Officer, President and Principal Financial Officer of Pacificap Entertainment Holdings, Inc. (the “Company”). Mr. Schaftlein’s resignation was not a result of any disagreements relating to the Company’s operations, policies ~~2007~~or ~~Financing~~practices.

~~To obtain funding~~Appointment ~~for~~of ~~its~~Chief ~~ongoing~~Executive ~~operations~~Officer, ~~the~~President Company entered into a Securities Purchase Agreement with an accredited investor, AJW Offshore, Ltd., (the “Investor”) on May 11, 2007 for the sale of (i) $70,000 in convertible notes (the “Notes”) and ~~(ii) warrants to buy 10,000,000 shares of our common stock (the “Warrants”)~~Director.

~~The Notes bear~~Effective ~~interest~~August ~~at 10%~~24, ~~mature three years from the date of issuance~~2009, ~~and are convertible into our common stock, at~~ the ~~selling~~board ~~stockholders' option, at the lower~~ of ~~(i)~~directors ~~$0.02 or (ii) 25%~~ of the ~~average~~Company ofappointed ~~the~~Ed ~~three~~Litwak lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date. Accordingly, there is in fact no limit on the number of shares into which the secured convertible notes may be converted. As of June 12, 2007, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as ~~reported on~~ the Pink Sheets was $0.0005 and, therefore, the conversion price for the secured convertible notes was $.000125. Based on this conversion price, the $70,000 secured convertible notes, excluding interest, were convertible into 560,000,000 shares of our common stock. If the Company’s ~~stock~~Chief ~~price~~Executive ~~should decrease~~Officer, ~~the Company will be required to issue substantially more shares~~President, ~~which~~Principal ~~will~~Financial ~~cause dilution~~Officer to the Company’s existing stockholders. There is no upper limit on the number of shares that may be issued, which will have the effect of further diluting the proportionate equity interest and ~~voting power of holders of the Company’s common stock~~Director.

~~The full principal~~Mr. ~~amount~~Litwak, ofage ~~the~~67, ~~Notes~~Mr. ~~are~~Litwak ~~due~~is ~~upon~~a ~~default~~successful ~~under~~businessman. He ~~certain~~recently ~~terms~~returned as President of ~~such Notes~~ Pacificap Entertainment where he had served from 2004 to 2007. From ~~The~~2007 ~~Company~~until isrecently, ~~obligated~~Mr. Litwak has been serving as a consultant to ~~register~~firms ~~the~~in ~~resale~~film ofdistribution. From ~~the~~1995 ~~conversion shares issuable~~to ~~upon~~2005 ~~conversion~~he worked as President of ~~the~~Satellite ~~Notes~~Today, ~~under~~Inc. a company formed to create the ~~Securities~~satellite ~~Act~~transmission ofand ~~1933~~programming for the Company’s network, ~~as amended~~all for AT&T. From 1993 to 1995 Mr., noLitwak ~~later~~was ~~than~~Chairman ~~thirty~~and CEO of Merchandise Entertainment Television (30METV), ~~days~~a ~~after~~publicly ~~receipt~~traded satellite home shopping and entertainment channel. From 1989 to 1993, he was President of ~~written~~Worldwide ~~demand~~Merchandising ~~from~~Corporation, where he created a licensing company which generated over Two Hundred Fifty Million ($250, ~~the Investor~~000,000) Dollars in sales volume for women’s accessories. Mr. Litwak has over twenty (25) years in management, marketing, sales and administration.

~~The Warrants~~Family are exercisable until five years from the date of issuance at a purchase price of $0.005 per share. In addition, the exercise price of the Warrants is adjusted in the event we issue common stock at a price below market. Relationships

~~The Investor~~Mr. ~~has~~Litwak ~~contractually~~does ~~agreed~~not tohave ~~restrict~~a ~~their~~family ~~ability~~relationship towith ~~convert~~any ~~the notes and exercise the warrants and receive shares~~ of ~~our common stock such that~~ the ~~number~~ ofofficers ~~shares of the Company common stock held by them and their affiliates after such conversion~~ or ~~exercise~~directors ~~does not exceed 4.99%~~ of the Company~~’s then issued and outstanding shares of common stock~~.

~~As of~~Related ~~the date~~Party hereof, the Company is obligated on $70,000 in face amount of Notes issued to the Investors in connection with this financing. The Notes are a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company. Transactions

~~The Notes and~~There ~~Warrants~~are ~~were~~no ~~offered~~related ~~and~~party ~~sold~~transactions toreportable ~~the Investors in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2)~~ under ~~the~~Item ~~Securities Act of 1933 and Rule 506 promulgated thereunder~~5. ~~Each~~02 of ~~the~~Form ~~Investors~~8-K isand anItem ~~accredited~~404(a) ~~investor as defined in Rule 501~~ of Regulation ~~D promulgated under the Securities Act of 1933~~S-K.

~~June 2007~~Employment ~~Financing~~Agreement

~~To obtain funding~~Mr. ~~for~~Litwak ~~its~~does ~~ongoing~~not ~~operations,~~have ~~the~~an ~~Company~~employment ~~entered~~agreement ~~into a Securities Purchase Agreement~~ with ~~three accredited investors, AJW Partners, LLC, AJW Master Fund, Ltd. and New Millennium Capital Partners II, LLC, (~~the ~~“Investors”) on June 13, 2007 for the sale of (i) $50,000 in convertible notes (the “Notes”) and (ii) warrants to buy 10,000,000 shares of our common stock (the “Warrants”)~~Company.

~~The Notes bear~~Item ~~interest at 10%, mature three years from the date of issuance, and are convertible into our common stock, at the selling stockholders' option, at the lower of (i) $0~~9.02 or (ii) 25% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date01. ~~Accordingly,~~Financial ~~there~~Statements is in fact no limit on the number of shares into which the secured convertible notes may be converted. As of June 15, 2007, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Pink Sheets was $0.0005 and, ~~therefore, the conversion price for the secured convertible notes was $~~Exhibits.000125. Based on this conversion price, the $50,000 secured convertible notes, excluding interest, were convertible into 400,000,000 shares of our common stock. If the Company’s stock price should decrease, the Company will be required to issue substantially more shares, which will cause dilution to the Company’s existing stockholders. There is no upper limit on the number of shares that may be issued, which will have the effect of further diluting the proportionate equity interest and voting power of holders of the Company’s common stock.

2(d) Exhibits

The full principal amount of the Notes are due upon default under certain terms of such Notes. The Company is obligated to register the resale of the conversion shares issuable upon conversion of the Notes under the Securities Act of 1933, as amended, no later than thirty (30) days after receipt of written demand from the Investor.


Exhibit No		Description
10.1		Separation And Release Agreement

The Warrants are exercisable until five years from the date of issuance at a purchase price of $0.005 per share. In addition, the exercise price of the Warrants is adjusted in the event we issue common stock at a price below market.

The Investor has contractually agreed to restrict their ability to convert the notes and exercise the warrants and receive shares of our common stock such that the number of shares of the Company common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% of the Company’s then issued and outstanding shares of common stock.

As of the date hereof, the Company is obligated on $50,000 in face amount of Notes issued to the Investors in connection with this financing. The Notes are a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company

The Notes and Warrants were offered and sold to the Investors in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. Each of the Investors is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
4.1	Callable Secured Convertible Note issued to AJW Offshore, Ltd., dated May 11, 2007.
4.2	Stock Purchase Warrant issued to AJW Offshore, Ltd., dated May 11, 2007.
4.3	Callable Secured Convertible Note issued to AJW Partners, LLC, dated June 13, 2007
4.4	Callable Secured Convertible Note issued to AJW Master Fund, Ltd., dated June 13, 2007.
4.5	Callable Secured Convertible Note issued to New Millennium Capital Partners II, LLC, dated June 13, 2007.
4.6	Stock Purchase Warrant issued to AJW Partners, LLC, dated June 13, 2007.
4.7	Stock Purchase Warrant issued to AJW Master Fund, Ltd., dated June 13, 2007.
4.8	Stock Purchase Warrant issued to New Millennium Capital Partners, LLC, dated June 13, 2007.
10.1	Securities Purchase Agreement dated May 11, 2007 by and among the Company AJW Offshore, Ltd.
10.2	Registration Rights Agreement dated May 11, 2007 by and among the Company and AJW Offshore, Ltd.
10.3	Securities Purchase Agreement, dated June 13, 2007, by and among the Company, AJW Partners, LLC, AJW Master Fund, Ltd., and New Millennium Capital Partners, LLC
10.4	Registration Rights Agreement dated June 13, 2007, by and among the Company, AJW Partners, LLC, AJW Master Fund, Ltd., and New Millennium Capital Partners, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~ Registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~ thereunto duly authorized.

	Pacificap Entertainment Holdings, Inc.
Dated: August 26, 2009		PACIFICAP ENTERTAINMENT HOLDINGS, INC.
Date: June 18, 2007	By:	/s/ Mark Schaftlein
	By:	/s/ Edward Litwak
		Mark Schaftlein
		Edward Litwak Chief Executive Officer
		President

Filing Compare · PACIFICAP ENTERTAINMENT HOLDINGS INC