UNITED STATES
                       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): June 7, 2004
                                                  (March 12, 2004)
                                                  (April 14, 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 successor  accountant,  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,  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
No.             Description
- -----------     --------------------------
16.1            Letter from Baum & Company, P.A.  regarding change in certifying
                accountant.

Item 8. Change in the Fiscal Year

     Not applicable.

Item 9. Regulation FD Disclosure

     Not applicable


                                    SIGNATURES

     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: June 7, 2004

BY: /s/ Matthew Scarabelli
- --------------------------
Matthew Scarabelli
VP and Secretary












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