EXHIBIT
31





CERTIFICATION
OF PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER


PURSUANT
TO SECTION 302 OF THE


SARBANES-OXLEY
ACT OF 2002




I, Mark
Schaftlein, certify that:




1.    I
have reviewed this annual report on Form 10-K of Pacificap Entertainment
Holdings, Inc.;




2.    Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;




3.    Based
on my knowledge, the financial statements, and other financial information
included in this  annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual
report;




4.
The registrant’s other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:




a)
            designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report is
      being prepared;




b)
            designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;




c)
            evaluated
      the effectiveness of the registrant’s disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of
      the disclosure controls and procedures and evaluated the effectiveness of
      our internal control over financial reporting, and presented in this
      report our conclusions about the effectiveness of our internal control
      over financial reporting, as of the end of the period covered by this
      report based on such evaluation;





d)
            disclosed
      in this report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent
      fiscal quarter that has materially affected, or is reasonably likely to
      materially affect, the registrant’s internal control over financial
      reporting;





5.    The
registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent
function):




a) all
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information and have identified for the registrant’s auditors
any material weaknesses in internal controls; and




b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal controls over financial
reporting.




Dated: 
      November 10, 2008
            
            
            
            By:
            
            /s/ MARK
      SCHAFTLEINMark
      Schaftlein
              Principal
      Executive Officer and Principal Financial
  Officer