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. 2 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 3