U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    FORM 8-K/A
             AMENDED CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): February 4, 2004

                       COMMISSION FILE NUMBER: 000-32141


                                Out Takes, Inc.
               --------------------------------------------------
            (Exact name of registrant as specified in its charter)



            Delaware                                   95-4363944
- - -----------------------------------------          -------------------------
(State or jurisdiction of incorporation            (I.R.S. Employer I.D. No.)
 or organization



1933 Upper Rim Rock Canyon
Laguna Beach, CA                                            92651
(Address of principal executive offices)                  (Zip Code)
- - ------------------------------------------             ----------------


                  Registrant's telephone number: (949) 497-7159



           ---------------------------------------------------------
         (Former name or former address, if changed since last report)

Item 4. Changes in Registrant's Certifying Accountant

On February 4, 2004, the Registrant dismissed it(s current independent
accountant, Rogelio G. Castro, had resigned as the principal accountant to
audit the Registrant(s financial statements. The independent accountant(s
report on the financial statements for the Registrant over the past two years
has not contained an adverse opinion or a disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope, or accounting principles,
except for the fact that the accountant, in his report for the past two fiscal
years has included an opinion that, due to the Registrant(s lack of revenue
producing assets and history of losses, there is doubt about the Registrant's
ability to continue as a going concern.

During the two most recent fiscal years and the interim period preceding the
resignation, there have been no disagreements with the former accountant on any
matter of accounting principles or practices, financial statement disclosure,

or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of the former accountant, would have caused it to make reference
to the subject matter of the disagreements in connection with the reports.

No new independent accountant has yet been appointed.



                                    SIGNATURES
                                    ----------

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

Dated: March 31, 2004

Out Takes, Inc.

By: Lance Hall
    ---------------------------
    Chief Executive Officer
    and Chief Financial Officer

EXHIBIT
Exhibit 1.  Letter from Rogelio Castro, CPA to Securities and Exchange
Commission.


March 31, 2004

United States Securities and
Exchange Commission
Washington, D.C. 20549

Re: Out Takes, Inc.
    SEC File No. 000-21322

Dear Securities and Exchange Commission:

The undersigned is the former independent accountant for Out Takes, Inc.  I
have reviewed the Registrant's Current Report on Form 8K filed February 12,
2004, and agree with the statements made by the Registrant with respect to my
resignation as principal accountant.

Sincerely yours,


/s/ Rogelio Castro, CPA
- ------------------------
    Rogelio Castro, CPA