UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~January~~May 1911, 2007

PACIFICAP ENTERTAINMENT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

~~9150~~2361 ~~Wilshire~~Campus ~~Boulevard~~Drive, Suite ~~242~~101, ~~Beverly Hills~~Irvine, CA ~~90212~~92612

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (~~310~~949) ~~246~~833-~~0090~~9001

Copies to:

Andrea Cataneo, Esq.

Sichenzia Ross Friedman Ference LLP

~~1065~~61 ~~Avenue of the Americas~~ Broadway

New York, New York ~~10018~~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))

Item 1.01 - Entry into a ~~Materal~~Material Definitive Agreement

OnItem ~~January 19, 2007, Pacificap Entertainment Holdings, Inc~~ 2. ~~(the “Company”) and Ed~~03 Creation Litwak (“Executive”) entered into a Separation, Release and Consulting Agreement (the “Agreement”) pursuant to which Executive shall receive $217,000 payable (i) $25,000 upon the execution of ~~the agreement and (ii) $192,000 over~~ a 64Direct ~~month period~~Financial atObligation aor ~~rate~~an ofObligation ~~$3,000~~Under ~~per~~an ~~month~~Off-Balance ~~in consideration for, among other things,~~Sheet ~~(i)~~ Arrangement ~~Executive’s release~~ of ~~claims against the Company including, but not limited to claims involving the Broadcast Division (ii) as severance upon Executive’s ceasing to be employed by the Company and (iii) as~~ a ~~bonus in recognition of Executive’s past service and contributions to the Company.~~ Registrant

Item 5 3.02 ~~- Departure of Directors or Principal Officers; Election of Directors;~~ Unregistered ~~Appointment~~ Sales of ~~Principal~~Equity ~~Officers~~Securities

OnMay ~~January 26,~~ 2007, Michael Riley and Donald Parson resigned as members of the Board of Directors of the Company, effective immediately. There was no disagreement or dispute between either Mr. Riley or Mr. Parson and the Company which led to their respective resignations. Financing

OnTo ~~January~~ obtain funding ~~26,~~for ~~2007~~its ongoing operations, Edthe ~~Litwak~~Company ~~resigned~~entered asinto ~~president~~a ~~and~~Securities Purchase ~~director~~Agreement ofwith ~~the~~an ~~Company~~accredited investor, ~~effective~~ ~~immediately~~AJW Offshore, Ltd., ~~There~~(the “Investor”) ~~was~~on noMay ~~disagreement~~11, or2007 ~~dispute~~for ~~between~~the ~~Mr.~~sale ~~Litwak and~~of (i) $70,000 in convertible notes (the ~~Company~~“Notes”) ~~which~~and ~~led~~(ii) warrants to ~~his~~buy ~~resignation~~10,000,000 shares of our common stock (the “Warrants”).

OnThe ~~January~~ Notes bear 26interest at 10%, ~~2007~~mature three years from the date of issuance, and are convertible into our ~~Board~~common ofstock, ~~Directors~~at ~~appointed~~the ~~Mark~~selling ~~Schaftlein~~stockholders' asoption, ~~president~~at ~~and~~ the lower ~~director~~ of ~~the~~(i) ~~Company~~$0.02 ~~There~~or is(ii) no25% ~~understanding~~of orthe ~~arrangement~~average ~~between~~of the three lowest intraday ~~Mr.~~ trading ~~Schaftlein~~prices ~~and~~for ~~any~~the ~~other~~common ~~person~~stock ~~pursuant~~on toa ~~which~~principal ~~Mr.~~market ~~Schaftlein~~for ~~was~~the 20 trading ~~selected~~ days asbefore anbut ~~executive~~not ~~officer~~including ~~and~~the ~~director.~~conversion Mrdate. ~~Schaftlein~~Accordingly, ~~presently~~there ~~does~~is ~~not~~ in fact ~~serve~~ no limit on ~~any~~the ~~committee~~number of ~~our~~shares ~~Board~~into ofwhich ~~Directors.~~the ~~Mr.~~secured ~~Schaftlein~~convertible notes may be ~~appointed~~ converted. toAs ~~serve~~of asJune a12, ~~member~~2007, the average of athe ~~committee~~three ~~although~~lowest ~~there~~intraday trading prices ~~are~~for noour ~~current plans~~common tostock ~~appoint~~during ~~him~~the topreceding a20 ~~committee~~trading days as of reported on the ~~date~~Pink ~~hereof.~~Sheets Mrwas $0.0005 ~~Schaftlein~~and, ~~does~~therefore, the conversion price for the ~~not~~ secured convertible ~~have~~notes ~~any~~was ~~family~~$.000125. ~~relationship~~Based ~~with~~on ~~any~~this ~~director~~conversion price, ~~executive~~the ~~officer~~$70,000 secured orconvertible ~~person~~notes, excluding interest, were convertible into 560,000,000 ~~nominated~~ shares orof ~~chosen~~our bycommon usstock. If the Company’s stock price should decrease, the Company will be required to ~~become~~issue asubstantially ~~director~~more orshares, anwhich ~~executive~~will ~~officer.~~cause dilution Mrto the Company’s existing stockholders. There ~~Schaftlein~~ is no ~~has~~upper ~~not~~limit ~~entered~~on ~~into~~the ~~any~~number ~~material~~of ~~plan~~shares that may be issued, ~~contract~~which orwill ~~arrangement~~have in the ~~connection~~ effect ~~with~~of ~~his~~further ~~appointment~~diluting asthe anproportionate ~~executive~~equity ~~officer~~interest and voting power of holders of the Company’s common stock.

~~Mr.~~The ~~Mark~~ full ~~Schaftlein~~ principal ~~has~~amount ~~spent~~of the ~~last~~Notes 5are ~~years~~due asupon ~~the~~default ~~Managing~~under ~~Director~~certain ofterms ~~Ocean Avenue~~of ~~Advisors, LLC~~ such Notes. ~~Ocean~~The ~~Avenue~~Company ~~Advisors~~ is aobligated ~~financial consulting firm whose primary focus is assisting small and micro cap companies. Prior~~ to ~~his~~register ~~tenure at Ocean~~the ~~Avenue~~resale ~~Advisors~~of ~~Mr. Schaftlein spent 20 years in~~ the ~~mortgage banking~~conversion ~~industry, including 7 years with Citigroup. Mr. Schaftlein has a Bachelor of~~ shares ~~Science~~ issuable inupon ~~Business~~conversion ~~Administration from Western Kentucky University. Mr. Schaftlein is currently a member~~ of the ~~board~~Notes ofunder ~~directors of~~ the ~~following public~~Securities ~~companies:~~Act ~~Globalnet~~of ~~Corporation~~1933, ~~an international telecommunications~~as ~~services company~~ amended, ~~Epicus~~no ~~Communications,~~later ~~Inc.,~~than athirty ~~telecommunications~~(30) ~~company and SP~~days ~~Holding~~after ~~Corp.,~~receipt aof ~~blank~~written ~~check~~demand ~~shell company that recently merged with Organic~~from ~~Holding Company, Inc~~ the Investor.

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 $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.

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.

June 2007 Financing

To obtain funding for its ongoing operations, the Company entered 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”).

The Notes bear 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) $0.02 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 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 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 $.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.

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.

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

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
10.1	Separation, Release and Consulting Agreement by and between Pacificap Entertainment Holdings, Inc. and Ed Litwak, dated January 19, 2007
4.1	Callable Secured Convertible Note issued to AJW Offshore, Ltd., dated May 11, 2007.
99.1	Resignation Letter of Michael Riley, dated January 26, 2007
4.2	Stock Purchase Warrant issued to AJW Offshore, Ltd., dated May 11, 2007.
99.2	Resignation Letter of Donald Parson, dated January 26, 2007
4.3	Callable Secured Convertible Note issued to AJW Partners, LLC, dated June 13, 2007
99.3	Resignation Letter of Ed Litwak, dated January 26, 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 has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pacificap Entertainment Holdings, Inc. /s/ Mark Schaftlein Mark Schaftlein President


	Pacificap Entertainment Holdings, Inc.

Date: June 18, 2007	By:	/s/ Mark Schaftlein
		Mark Schaftlein
		President

~~Date: January 31, 2007~~4

Filing Compare · PACIFICAP ENTERTAINMENT HOLDINGS INC