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

                                   FORM 8-K/A
   AMENDMENT NO. 2 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): June 22, 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. 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.
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On March 31, 2004, the Registrant received a letter from it's former
independent accountant, stating agreement with the statements made by the
Registrant with respect to his resignation. The letter is filed as an exhibit
to this amended report.

The Registrant has engaged HJ & Associates, LLC Certified Public Accounts, 50
South Main Street, Suite 1450, Salt Lake City, Utah 84144 as its independent
accountant.


                                    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: June 29, 2004

Out Takes, Inc.

By:

- ------------------------
Lance Hall
Chief Executive Officer
And Chief Financial Officer

                                  CERTIFICATION

In connection with the current report of Out Takes, Inc. (the (Company() on
Form 8K/A for June 22, 2004, as filed with the Securities and Exchange
Commission on the date hereof, Lance Hall certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to the best of their knowledge:

1.  The report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

2.  The information contained in the report fairly presents, in all material
respects, the financial condition and results of the Company.



Dated: June 29 2004                        By:   Lance Hall
                                                ------------------------------
                                                President,
                                                and Chief Financial Officer



Exhibit 1.  Letter from Rogelio Castro, CPA to Securities and Exchange
Commission.
                                                                            2

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


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