SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                January 19, 2004
                                 Date of Report
                        (Date of Earliest Event Reported)

                            CAPITOL FIRST CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

         Nevada                      0-23450                    88-0361144
(State of Incorporation)        (Commission File No.)       (I.R.S. Employer
                                                             Identification No.)

           7100 Camino Real Boulevard, Suite 402, Boca Raton, FL 33433
                    (Address of Principal Executive Offices)

                   Registrant's Telephone Number: 561-417-7115







ITEM 4.      CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On January 19, 2004,  Capitol  First  Corporation  (the  "Company")informed  the
independent accounting firm of Baum & Company,  P.A.("Baum"),  that the Board of
Directors  had voted to replace  Baum with the  independent  accounting  firm of
Berkovits, Lago & Company, LLP ("Berkovits").  During the two most recent fiscal
years and through  January 19, 2004,  the Company did not consult with Berkovits
with  respect  to  the  application  of  accounting  principles  to a  specified
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be rendered on the consolidated  financial  statements of the Company,  or
any other matters or  reportable  events.  In connection  with its audits of the
Company's financial  statements as of and for the years ended September 30, 2003
and  September  30,  2002,and  in the  subsequent  period  through  the  date of
dismissal  on January 19,  2004,  there were no  disagreements  with Baum 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 Baum would have caused them to make reference  thereto in their
report on the  financial  statements of the Company.  Additionally,  during such
periods there were no  reportable  events as defined in Item  304((a)(1)(iv)  of
Regulation S-B.

The Company has requested that Baum furnish it with a revised  letter  addressed
to the SEC stating whether or not it agrees with the above statements. A copy of
such letter,  dated  February 10, 2004, is filed as Exhibit 16 to Item 4 of this
Report on Form 8-K.

ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
             EXHIBITS.
(c)      Exhibits

Exhibit No.
- -----------

Exhibit 16.    Letter from Baum & Company, P.A. to Capitol First Corporation,
               dated February 10, 2004.


                                   SIGNATURES

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

Dated: February 10, 2004                   CAPITOL FIRST CORPORATION



                                           BY:   /s/ Ashley B. Bloom
                                                 ------------------------------
                                                     Ashley B. Bloom
                                                     Acting President and Chief
                                                     Executive Office






                                  EXHIBIT INDEX


Exhibit        Description                                    Page

Exhibit 16     Letter from Baum & Company P.A.
               Dated February 10, 2004