SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                              FORM 8-K Amendment #2

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


Date of report (Date of earliest event reported): March 12, 2004
                                                  (November 10, 2003)


                              ELECTRACAPITAL, INC.
                  --------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
                  --------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

            000-28113                                       88-0451101
- ------------------------------------            --------------------------------
      (Commission File Number)                  (I.R.S. Employer
                                                        Identification No.)

P.O. Box 1175, Palm Beach, Florida                            33480
- ------------------------------------            --------------------------------
(Address of Principal Executive Offices)                  (Zip Code)

                                 (561) 822-9995
                     ---------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                      N/A
            -------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)








Item 1. Changes in Control of Registrant

     Not applicable.

Item 2. Acquisition or Disposition of Assets

     Not applicable.

Item 3. Bankruptcy or Receivership

     Not applicable.

Item 4. Changes in Registrant's Certifying Accountant

     (i) On November 10, 2003,  Baum & Company,  Certified  Public  Accountants,
1515  University  Dr.,  Suite  209,  Coral  Springs,  FL 33071  resigned  as the
Company's certifying accountant.

     (ii)  During  the  Registrant's  two  most  recent  fiscal  years  and  any
subsequent period preceding the engagement of its former  accountant,  ther have
been no  disagreements  with the former  accountant  on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  nor did their audit  report(s)  contain any adverse or disclaimer of
opinion or was  modified,  to include  uncertainties,  audit scope or accounting
principles.

     (iii) On November  12, 2003,  the  Registrant's  Board of Directors  engage
Kempisty & Company,  CPA's,  P.C. 15 Maiden Lane, Suite 1003, New York, NY 10038
as the Company's certifying accountant.

     (iv) During the Registrant's two most recent fiscal years or any subsequent
interim  period  prior to  engaging  Kempisty,  the  Company,  or someone on the
Company's behalf had not consulted Kempisty regarding any accounting or auditing
concerns stated in Item 304(a)(2) of Regulation S-B.


Item 5. Other Events

     Not applicable.


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Item 6. Resignation of Registrant's Directors

     Not applicable.

Item 7. Financial Statements and Exhibits

Exhibit 16     Letter from Baum & Company,  P.A.  regarding  change i certifying
               accountant.

Item 8. Change in the Fiscal Year

     Not applicable.

Item 9. Regulation FD Disclosure

     Not applicable


                                    SIGNATURE

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



                              ElectraCapital, Inc.



DATED: April 12, 2004

                               BY: /s/ Stephen H. Durland
                                   --------------------------
                                   Stephen H. Durland
                                   CFO and Director












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