UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 12b-25


                          NOTIFICATION OF LATE FILING

(CHECK ONE): /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-QSB/ /Form N-SAR


                     For the Period ended: March 31, 2004

                 /  / Transition Report on Form 10-K

                 /  / Transition Report on Form 20-F

                 /  / Transition Report on Form 11-K

                 /  / Transition Report on Form 10-Q

                 /  / Transition Report on Form N-SAR


                     For the Transition Period Ended:

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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION

                                OUT TAKES, INC.
                          ---------------------------
                            Full Name of Registrant



                           -------------------------
                           Former Name if Applicable


                           1933 Upper Rim Rock Canyon
                             Laguna Beach, CA 92651
                                 (949) 497-7159
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           Address of Principal Executive Office (Street and Number)
                            City, State and Zip Code
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PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the  following
should be completed. (Check box if appropriate)

    ____  (a)  The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;

    __X__ (b)  The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report of transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and

          (c)  The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

The Registrant has recently changed accountants, who have not yet finished
their audit of the financial statements.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

           Lance Hall                   949            295-1964
--------------------------------- ----------------- -----------------
           (Name)                    (Area Code)   (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). /X/ Yes  / / No

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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion   thereof?
/x / Yes  / / No

If so, attach an explanation of the anticipated change, both narratively  and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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The financial statements will likely be restated.  A reasonable estimate of the
results cannot be made at this time, because the audit is still in progress.
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                            OUT TAKES, INC.
             ---------------------------------------------------
                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

    Date   June 29, 2004            By:   LANCE HALL
           -------------                  ----------------------
                                          Lance Hall, President, Director

INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized
representative  (other than an executive officer), evidence of the
representative's authority  to sign on behalf of the registrant shall be filed
with the form.

                                    ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
                      VIOLATIONS (SEE 18 U.S.C. 1001).
_______________________________________________________________________________

                             GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with  the form will be made a matter of public record in the Commission
files.

3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.

4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.

  5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable  to timely file a report solely due to electronic difficulties. Filers
unable  to submit a report within the time period prescribed due to
difficulties in  electronic filing should comply with either Rule 201 or Rule
202 of   Regulation  S-T (Section 232.201 or Section 232.202 of this chapter)
or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (Section  232.13(b) of this chapter).


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