<PAGE>




                                   FORM 10-QSB

                               UCAP, INCORPORATED

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                         For the quarterly period ended

                                March 31, 2003

                                       OR

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the transition period from ____to

                         Commission file number 0-27480

                               UCAP, INCORPORATED
            ---------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


      Colorado                                                  84-1325695
  -----------------                                        -------------------
  (State or Other                                             (IRS Employer
  Jurisdiction of                                          Identification No.)
  Incorporation or
   Organization)


                           14001 East Iliff, Suite 700

                             Aurora, Colorado 80014

            ---------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (303) 696-1700

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

        Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

        The number of outstanding shares of the Registrant's Common Stock, no
par value per share, were 36,613,437 on April 29, 2003.

<PAGE>


                               UCAP, INCORPORATED
                                   FORM 10-QSB
                                      INDEX

                          PART I. FINANCIAL INFORMATION

                                                                         Page
                                                                       --------
  Item 1.    Financial Statements

             Consolidated Balance Sheets as of March 31, 2003              3
                and September 30, 2002

             Consolidated Statement of Operations for the Six              4
                Months Ended March 31, 2003 and March 31, 2002

             Consolidated Statement of Stockholders'                       5
                Equity

             Consolidated Statement of Cash Flows for the Six              6
                Months Ended March 31, 2003 and March 31, 2002

             Notes to Consolidated Financial Statements                    8

  Item 2.    Management's Discussion and Analysis of Financial            15
                Condition and Results of Operations

  Item 3.    Controls and Procedures                                      17

                            PART II. OTHER INFORMATION

  Item 1.    Legal Proceedings                                            17

  Item 2.    Changes in Securities and Use of Proceeds                    17

  Item 3.    Defaults upon Senior Securities                              17

  Item 4.    Submission of Matters to a Vote of Security                  17
                Holders

  Item 5.    Other Information                                            17

  Item 6.    Exhibits and Reports on Form 8-K                             17

             Signatures                                                   19


                                        2

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                               UCAP, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                                 March 31,     September 30,
                                                                                                   2003            2002
                                                                                               ------------    ------------
                                                                                               (unaudited)
<S>                                                                                                <C>            <C>
ASSETS

Cash and cash equivalents                                                                      $    262,626    $    258,562
Real estate held for sale                                                                         6,221,587       6,221,587
Mortgage loans held for sale, net                                                               112,690,788     124,042,286
Property and equipment, net                                                                       1,992,455       1,264,439
Mortgage fees receivable                                                                          4,709,567       3,982,001
Investment securities                                                                             1,092,141              --
Due from related party                                                                                   --           9,037
Goodwill, net                                                                                     3,504,716       3,504,716
Deferred income tax benefit                                                                       1,955,000       2,500,000
Other assets                                                                                      1,192,488         418,368
                                                                                                ------------    ------------
         Total assets                                                                          $133,621,368    $142,200,996
                                                                                                ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
    Accounts payable and accrued expenses                                                      $  4,502,062    $  4,098,034
    Notes payable - warehouse line                                                              115,092,852     125,767,938
    Due to related parties and stockholders                                                       4,775,000       3,825,000
                                                                                                ------------    ------------
         Total liabilities                                                                      124,369,914     133,690,972
                                                                                               ------------    ------------
Commitments and contingencies

Stockholders' equity:
    Preferred series B convertible stock, $1.00 par, 2,000,000 shares authorized, 0 shares and
    1,650,000 shares issued and outstanding at March 31, 2003 and September 30, 2002                     --      1,650,000

    Common stock, no par value, 800,000,000 shares authorized, 36,613,437 and 33,677,306 shares
    issued and outstanding at March 31, 2003 and September 30, 2002, respectively                        --             --

    Additional paid in capital                                                                   11,676,584     10,200,390
    Accumulated earnings (deficit)                                                               (2,425,130)    (3,340,366)
                                                                                               ------------    ------------
        Total stockholders' equity                                                                9,251,454      8,510 024
                                                                                               ------------    ------------
        Total liabilities and stockholders' equity                                             $133,621,368   $142,200,996
                                                                                               ============    ============
</TABLE>
           See accompanying notes to consolidated financial statements

                                        3
<PAGE>

                               UCAP, INCORPORATED
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>

                                              Three Months    Six Months      Three Months     Six Months
                                                 Ended          Ended           Ended            Ended
                                               March 31,      March 31,       March 31,        March 31,
                                                  2003           2003            2002             2002
                                              ------------   -------------   ------------    -------------
<S>                                               <C>           <C>              <C>            <C>
Revenue:
     Mortgage Brokerage Services              $  6,676,430    $ 15,359,713    $  4,092,812    $  9,646,758
     Other ordinary income                         683,337       1,325,323              --              --
                                              ------------    -------------   ------------    -------------
          Total revenue                          7,359,767      16,685,036       4,092,812       9,646,758
                                              ------------    -------------   ------------    -------------
Operating expenses:
     Broker commissions                          1,327,870       3,147,945         884,294       2,051,575
     Salaries and employee benefits              2,545,960       5,161,358       1,473,681       2,922,480
     General and administrative                  2,178,971       5,440,309       1,627,472       3,733,092
     Professional expenses                         318,639         402,451         235,988         330,719
     Occupancy expense                             317,536         625,639         207,454         401,159
     Amortization of goodwill                           --              --              --           2,417
     Property taxes                                     --              --              --         (45,358)
     Depreciation and amortization                 108,276         165,918          30,757          67,750
                                              ------------   -------------    ------------    -------------
          Total operating expenses               6,797,251      14,943,620       4,459,646       9,463,835
                                              ------------   -------------    ------------    -------------
Operating profit (loss)                            562,516       1,741,416        (366,834)        182,924

Other expense (income):
     Receivership Expenses                         46,361           46,361              --              --
     Gain on GCA Settlement                           --                --        (178,573)       (178,573)
     Settlement reimbursement                         --                --        (500,000)       (500,000)
     Gain on sale of Accent Mortgage                  --                --        (465,095)       (465,095)
     Debt forgiveness                                 --                --        (282,452)       (282,452)
     Interest income                                  --                --              --        (288,085)
     Other(income) expense                         37,340           37,340        (  1,556)       (181,406)
     Interest expense, related parties             92,505          197,479          48,440         245,491
                                              ------------   -------------    ------------     ------------
                                                  176,206          281,180      (1,379,235)      (1,650,120)

                                              ------------   -------------    ------------     ------------
Income before income taxes                        386,310        1,460,236       1,012,402        1,833,044
Income taxes                                     (145,000)        (545,000)                         (96,000)
                                              ------------   -------------    ------------     ------------
Net income                                    $   241,310    $     915,236    $  1,012,402     $  1,737,044
                                              ============   =============    ============     ============
Basic earnings per share                      $      0.01    $        0.03    $       0.04     $       0.07
                                              ============   =============    ============     ============
Diluted earnings per share                    $      0.01    $        0.03    $       0.04     $       0.07
                                              ============   =============    ============     ============
Weighted average shares outstanding - basic     34,615,507      33,805,229      27,912,809       26,477,257
                                              ============   =============    ============     ============
Weighted average shares outstanding - diluted   35,282,174      34,471,896      28,098,073       26,662,521
                                              ============   =============    ============     ============
</TABLE>
                 See  accompanying  notes to consolidated financial statements
                                        4

<PAGE>
                               UCAP, INCORPORATED
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                       Additional
                                                Common Stock         Preferred Stock     Paid-in         Accumulated
                                             Shares     Amount    Shares   Amount        Capital           Earnings        Total
                                          -----------  --------  -------  -----------  -----------    ---------------  ------------
<S>                                           <C>       <C>         <C>      <C>            <C>            <C>           <C>
Balance at September 30, 2002             33,677,306  $      --       --  $ 1,650,000  $10,200,390    $ (3,340,366)    $  8,510,024

Common stock issued in connection with
repricing agreement on UCMC acquisition      121,303         --       --           --           --              --               --

Common stock issued on preferred
stock conversion                           2,857,760         --       --   (1,650,000)   1,650,000              --               --

Common stock issued in settlement
of debt                                      177,240         --       --           --      395,431              --          395,431

Common stock cancelled in satisfaction
of collateral for note                    (2,400,000)        --       --           --          --               --               --

Common stock issued in payment
of services                                  100,000         --       --           --          --               --               --

Common stock issued upon exercise
of warrant                                 2,575,000         --       --           --      114,100              --          114,100

Common stock cancelled upon completion
of subsidiary dissolution                   (495,172)        --       --           --     (683,337)             --         (683,337)

Net income                                        --         --       --           --          --          915,236          915,236
                                          ----------   --------   -------   --------- ------------    ------------    -------------
Balance at March 31, 2003                 36,613,437  $      --       --  $        --  $11,676,584    $ (2,425,130)   $   9,251,454
                                          ==========   ========  ========  ==========  ===========    ============    =============
</TABLE>
           See accompanying notes to consolidated financial statements
                                        5


<PAGE>

                               UCAP, INCORPORATED
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                 Six Months           Six Months
                                                                                   Ended                Ended
                                                                                  March 31,            March 31,
                                                                                    2003                 2002
                                                                              ---------------       ---------------
<S>                                                                                <C>                  <C>
Cash Flows from Operating Activities:
  Net income                                                                 $     915,236         $   1,737,044
  Adjustments:
   Depreciation and amortization                                                   165,918                67,750
   Other non-cash income items                                                  (1,325,323)                   --
   Changes in:
     Income tax asset                                                              545,000                96,000
     Restricted certificates of deposit                                                 --               400,000
     Accounts receivable                                                          (727,566)             (228,351)
     Mortgage loans held for sale                                               11,351,497            15,109,224
     Due from related party                                                          9,037              (498,145)
     Other assets                                                                 (683,182)               92,984
     Accounts payable and accrued expenses                                         676,664              (795,680)
     Accrued interest payable                                                     (272,636)             (892,723)

                                                                              ------------           ------------
Net cash provided by (used in) operating activities                             10,654,645            15,222,079
                                                                              ------------           ------------
Cash Flows from Investing Activities:
   Purchase of property and equipment                                             (925,495)             (259,108)
   Equity conversions of notes payable                                                  --             1,452,480

                                                                               ------------         ------------
Net cash provided by (used in) investing activities                               (925,495)            1,193,372
                                                                              ------------          ------------

Cash Flows from Financing Activities:
   Proceeds from issuance of notes payable                                              --             1,250,000
   Increase in additional paid in capital                                               --             1,389,414
   Repayment of notes payable and conversions                                  (10,675,086)          (17,484,270)
   Increase in amounts due to related parties                                      950,000               120,000
                                                                              ------------          ------------
Net cash provided by financing activities                                      ( 9,725,086)          (14,724,856)
                                                                              ------------          ------------

Net increase in cash                                                                 4,064             1,690,635
Cash and cash equivalents, at beginning of the period                              258,562               850,665
                                                                              ------------          ------------

Cash and cash equivalents, at end of the period                               $    262,626          $  2,541,300
                                                                              ============          ============
</TABLE>
           See accompanying notes to consolidated financial statements


                                        6
<PAGE>
                               UCAP, INCORPORATED
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)
                                   (Continued)
<TABLE>
<CAPTION>

                                                                                 Six Months              Six Months
                                                                                   Ended                   Ended
                                                                                  March 31,               March 31,
                                                                                    2002                     2001
                                                                               ---------------       ---------------
<S>                                                                                <C>                     <C>
Supplemental disclosures of cash flow information:
   Cash paid during the period for interest                                   $    197,479          $       245,491



</TABLE>

           See accompanying notes to consolidated financial statements


                                        7

<PAGE>
                               UCAP, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        Six Months Ended March 31, 2002
                                   (Unaudited)

1. Summary of Significant Accounting Policies

Interim Reporting

     The  accompanying   unaudited  interim  condensed   consolidated  financial
statements  have been prepared by management in accordance  with the  accounting
policies  described in the Company's  Annual Report for the year ended September
30,  2002.  Certain  information  and  footnote  disclosures  normally  found in
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  condensed  or  omitted.   These  consolidated  financial
statements should be read in conjunction with the audited consolidated financial
statements  and related notes  included in the  Company's  Annual Report on Form
10-K for the year ended September 30, 2002.

     The  consolidated  financial  statements  included herein should be read in
conjunction with the consolidated  financial  statements and notes thereto,  and
the Independent Auditors' Report included in the Company's Annual Report on Form
10-K for the  fiscal  year ended  September  30,  2002 (the  "2002 Form  10-K").
Reference  is made to the  accounting  policies of the Company  described in the
notes to consolidated  financial  statements included in the 2002 Form 10-K. The
Company has consistently followed those policies in preparing this report.

     The consolidated  financial statements for the six-month period ended March
31, 2003 includes the  information  for the segments  represented  by Cross Keys
Capital,   Inc.,  United  Capital  Mortgage   Corporation  and  their  corporate
functions. The consolidation financial statements for the six-month period ended
March 31, 2002 included those segments as well as the former subsidiary,  Accent
Mortgage  Services,  Inc.  Accent  Mortgage  Services,  Inc. was sold  effective
September 30, 2001 subject to agreements and the consent of the Court in the GCA
lawsuit which concluded February 15, 2002.

                                        8


<PAGE>
2. Real Estate Held for Sale

     Real  estate  held  for  development  at March  31,  2003  consists  of the
following:


        Land and real estate held for sale          $ 6,221,587
                                                    -----------
                                                    $ 6,221,587
                                                    ===========

3. Mortgage Loans held for Sale, net

     Mortgage  loans held for sale in the amount of  approximately  $113,000,000
represent  mortgages  acquired by United  Mortgage  resulting  from its mortgage
brokerage  operations  and is offset by  corresponding  notes  payable under its
warehouse line.

4. Goodwill

     Goodwill  represents  the  excess of cost over the net  assets of  acquired
businesses.  Effective  October  1,  2001,  the  Company  adopted  SFAS No.  142
"Goodwill and Other  Intangible  Assets"  which  eliminated  the requirement for
systematic  amortization  of  goodwill  and  replaces it with a  requirement  to
evaluate  goodwill for impairment on at least an annual basis.  Prior to October
1, 2001,  goodwill was being amortized by the straight-line  method over periods
ranging from ten to fifteen years.  Goodwill at March 31, 2003, consisted of the
following:

        Purchase of United Capital Mortgage             $ 3,644,940
                                                        -----------
                                                        $ 3,644,940
        Less accumulated amortization                      (140,225)
                                                        -----------
        Goodwill, net                                   $ 3,504,715
                                                        ===========


                                        9

<PAGE>

5. Other Assets

     Other assets at March 31, 2003, consists of the following:

Prepaid expenses                                                $  300,564
Deposits                                                           139,229
Deferred expenses                                                  716,279
Other                                                               36,416
                                                                ----------
                                                               $ 1,192,488
                                                                ==========

     Prepaid expenses consist  primarily of the unexpired  portions of insurance
policies  purchased by the Company in the ordinary  course of business and other
normal business expenses paid in advance of their use.

     Deferred  expenses  represent the contested  amounts in the action that the
Company has filed  against First  Nationwide  Mortgage as disclosed in note 9 to
the financial statements.

6.Notes Payable - warehouse line

     Notes payable - warehouse line in the amount of approximately  $115,000,000
represents  primarily  advances  taken by United  Mortgage  under its  revolving
financing  agreement  resulting  from its mortgage  brokerage  operations and is
offset by corresponding mortgage loans held for sale, net.


                                       10


<PAGE>

7. Notes Payable

General corporate indebtedness:


Notes payable related parties:

Note payable to stockholder; interest at 7.5%;
due September 10, 2003; secured by mortgages
on real estate                                                      $  1,650,000

Note payable to stockholder; interest at LIBOR
plus 5.0%; due December 17, 2003; convertible
to Company stock; subordinated in payment to
the Company's warehouse line of credit                                 1,000,000

Note payable to a stockholder; interest at 7.0%;
due February 14, 2003; unsecured                                         625,000

Note payable to a stockholder; interest at 7.5%;
due August 21, 2003; secured by second
mortgage on real estate                                                  350,000

Secured note payable to a stockholder, interest
at 7%, due on demand.                                                  1,150,000

                                                                    ------------
     Total notes payable related parties                               4,775,000
                                                                    ------------
Total notes payable                                                 $  4,775,000
                                                                    ============




                                       11

<PAGE>

8. Stock-Based Compensation

     The Company  periodically  grants stock options to  employees.  Pursuant to
Accounting  Principles  Board  Opinion No. 25,  Accounting  for Stock  Issued to
Employees, the Company accounts for stock-based compensation  arrangements using
the  intrinsic  value  method.  Accordingly,  no  compensation  expense has been
recorded in the Consolidated Financial Statements with respect to option grants.
The Company has adopted the disclosure only  provisions of Financial  Accounting
Standards Board No. 123, Accounting for Stock Based Compensation,  as amended by
Financial  Accounting  Standards Board  Statement No. 148,  Accounting for Stock
Based  Compensation - Transition and Disclosure,  an Amendment of FASB Statement
No. 123.

     The  Company's  Board of Directors  and  stockholders  have adopted a Stock
Option Plan pursuant to which certain full-time employees of the Company and its
subsidiaries and affiliates are eligible to receive stock options.

     Had the Company elected to recognize compensation expense for stock-based
Compensation using the fair value method net income, basic net income per common
Share and net income per diluted common share would have been as follows
(unaudited):
                                             Three Months    Six Months
                                                 Ended          Ended
                                               March 31,      March 31,
                                                  2003           2003
                                             ------------   -------------
Net income                            $ 241,310       $ 915,236

Fair value method compensation
Expense attributable to stock-
Based compensation, net of tax              --           3,539
                                     ------------   -------------
Pro forma net income                  $ 241,310      $ 911,697
                                     ============   =============
Basic net income per common share     $    0.01      $    0.03
                                     ============   =============
Pro forma basic net income per
Common share                          $    0.01      $    0.03
                                     ============   =============
Net income per diluted share          $    0.01      $    0.03
                                     ============   =============
Pro forma net income per
Diluted common share                  $    0.01      $    0.03
                                     ============   =============


     The  weighted  average  fair  value  of the  Company's  stock  options  was
calculated  using the  Black-Scholes  option-pricing  model  with the  following
weighted-average  assumptions  used for  grants:  no  dividend  yield;  expected
volatility  of  10.0%  in  2003;  risk-free  interest  rate of 4.0% in 2003  and
expected lives of five years. The weighted average fair value of options granted
during the years ended September 30, 2002, 2001 and 2000 is $0.04, $0.03 and
$0.00 per share, respectively.

9. Commitments and Contingencies

Legal Proceedings

     On March 4, 2003, United Capital Mortgage  Corporation  ("UCMC"),  a wholly
owned subsidiary of the Company,  filed a complaint against  Citimortgage,  Inc.
and First Nationwide  Mortgage  Corporation in the United States District Court,
Eastern District of Arkansas - Western Division (No.  4-03-CV-00143 CH) alleging
that  Defendants  breached the Mortgage  Loan Purchase and Sale  Agreement  (the
"Agreement")  between UCMC and Defendants and that  Defendants were negligent by
executing  trades  under the  Agreement  that were not  authorized  by UCMC,  by
failing to timely confirm trades, by improperly setting off and withholding sums
owed to UCMC,  by rolling  trades  without  proper  authorization,  by effecting
unsuitable and inappropriate trades, by improperly attempting to reverse funding
wires and withholding funding of loans and by failing to act in good faith. UCMC
has prayed for a judgment  for  damages  incurred in the  approximate  amount of
$1,505,585  and for a declaratory  judgment that it is not indebted to Defendant
for disputed trades.

     On March 18, 2003, Citimortgage, Inc. filed a complaint against UCMC in the
United States  District Court for the District of Colorado  (Case No.  03-N-0477
(MJW)) related to the  above-referenced  litigation.  Citimortgage  alleges that
UCMC  breached  the Mortgage  Loan  Purchase  and Sale  Agreement  and prays for
damages in the amount of $888,327. Citimortgage further alleges that the related
litigation  in the United  States  District  Court for the  Eastern  District of
Arkansas is in an inconvenient forum.

     As  previously  reported,  in May  2002,  in the  Superior  Court of Fulton
County,  Georgia (GCA Strategic  Investment Fund, Ltd. v. Richard Smyth, et. al.
v.  Lahaina  Acquisitions,  Inc.  n/k/a UCAP Inc.) a guarantor  (and third party
plaintiff) was granted a summary  judgment  against the Company in the amount of
$927,000 (the "Smyth  Action").  As previously  reported on its quarterly report
for the  quarter  ended  March 31,  2002,  the  Company  settled  with GCA,  the
plaintiff. The Company has filed a notice of appeal with the Court of Appeals of
Georgia, and is seeking reversal of the judgment,  but did not initially provide
a  supersedes  bond.  As a result,  there was no stay of the  judgment and third
party  plaintiffs  pursued  collection  efforts.  In  connection  with the Smyth
Action, in December 2002, the trial court granted injunctive relief ordering the
Company to turn over any United Capital Mortgage Corporation ("UCMC") stock that
it may have in its possession on or before  December 22, 2002. The Company filed
a notice of appeal to the  interlocutory  injunction  with the Supreme  Court of
Georgia  and  informed  the court (by  affidavit)  that it did not have any UCMC
stock in its possession  because the stock had been previously been delivered as
security for a loan.

                                       12
<PAGE>
     In January 2003, the Plaintiffs filed two actions, one in the Circuit Court
of Pulaski County, State of Arkansas (the "Arkansas Litigation"), and one in the
Superior Court of Fulton County, State of Georgia (the "Georgia Litigation") for
various  equitable relief related to the judgment in the Smyth Action.  On March
10, 2003, the Court in the Georgia  Litigation issued an order effective on such
date appointing a receiver for UCAP Incorporated, United Capital Mortgage Corp.,
UCMC Real  Estate  I,  Inc.,  and The  Accent  Group,  Inc.  (collectively,  the
"Receivership Parties").

     On May 1,  2003,  a Consent  Order was  issued in the Smyth  Action and the
Georgia  Litigation,  which  stayed  the  March 10,  2003  order of court in the
Georgia  Litigation  and  suspended  the  receivership  and  further  stayed any
execution of the  judgment in the Smyth  Action upon the posting of a bond.  The
bond was posted on May 2, 2003 and the consent order became effective.

     Additional information on the Smyth Action, Arkansas Litigation and Georgia
Litigation is found in the  Company's  annual report on Form 10-KSB for the year
ended September 30, 2002,  filed with the Securities and Exchange  Commission on
January 15, 2003, the Company's  amendment to its annual report on Form 10-KSB/A
for the year ended  September 30, 2002,  filed with the  Securities and Exchange
Commission on January 29, 2003, the Company's  current report on Form 8-K, filed
with the Securities and Exchange  Commission on February 11, 2003, the Company's
quarterly  report on Form 10-QSB for the quarter ended December 31, 2002,  filed
with the  Securities  and Exchange  Commission  on February  14,  2003,  and the
Company's  current  report on Form 8-K,  filed with the  Securities and Exchange
Commission on March 13, 2003.


10. Segment Information

     Prior to October 1, 2001, the Company operated in three business  segments:
Mortgage Brokerage, Real Estate Development and Mortgage Banking. As reported in
the Form 10-KSB filed for September 30, 2001,  the mortgage  brokerage  segment,
Accent  Mortgage  Services,  Inc. has been sold  effective  September  30, 2001,
subject to the  required  approvals  and consent of the Court in relation to the
GCA lawsuit.  A further  description of each business segment,  at September 30,
2001, along with the corporate services area follows:

     Mortgage  Banking - provides  mortgage  brokerage  origination  services to
consumers  through several  traditional  branch offices located primarily in the
Aurora, Colorado area.

     Real Estate  Development  - this  segment is limited to the sale of certain
real estate held as inventory by the Company.

     Corporate - services include human resources, legal, accounting and various
other of the Company's unallocated overhead charges.

     The accounting  policies of the segments are the same as those described in
Note B, "Summary of  Significant  Accounting  Policies."  The Company  evaluates
performance  based on revenues and  operating  income  (loss) of the  respective
segments. There are no intersegment revenues.

                                       13

<PAGE>
     The following sets forth certain financial information  attributable to the
Company's business segments as of March 31, 2003:

<TABLE>
<CAPTION>
                                     Mortgage        Real Estate
                                    Brokerage        Development       Corporate          Total
                                  -------------     -------------    -------------    -------------
<S>                                   <C>               <C>              <C>             <C>
Revenues                          $  16,001,699     $         --     $    683,337     $  16,685,036

Operating profit (loss)           $   1,446,989     $    (16,983)    $    311,410     $   1,741,416

Depreciation and amortization     $     165,918     $         --     $         --     $     165,918

Identifiable assets               $ 125,004,737     $   6,221,587     $  1,305,960     $132,532,284

Capital expenditures              $     869,388     $         --     $         --     $     869,388


     The following sets forth certain financial information  attributable to the
Company's business segments as of March 31, 2002:


                                      Mortgage        Real Estate
                                     Brokerage        Development      Corporate         Total
                                  -------------     -------------    -------------    -------------

Revenues                          $  9,646,758     $         --      $         --     $  9,646,758

Operating profit (loss)           $    850,068     $         --      $   (667,144)    $    182,924

Depreciation and amortization     $     61,374     $         --      $      6,376     $     67,750

Identifiable assets               $ 66,773,472     $    909,481      $  9,855,254     $ 77,538,207

Capital expenditures              $    259,108     $         --      $         --     $    259,108
</TABLE>


                                       14

<PAGE>

ITEM 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations

     The  following  discussion  and  analysis of the  financial  condition  and
results of  operations  of the Company  should be read in  conjunction  with the
unaudited  consolidated  financial statements and related notes thereto included
elsewhere in this report. This Management's Discussion and Analysis of Financial
Condition and Results of Operations and other parts of this Quarterly  Report on
Form  10-Q  contain   forward-looking   statements   that   involve   risks  and
uncertainties.  Those statements relate to dividends;  business plans,  programs
and trends; results of future operations; uses of future earnings;  satisfaction
of future cash  requirements;  funding of future growth;  acquisition plans; and
other  matters.  Words or phrases such as "will,"  "hope,"  "expect,"  "intend,"
"plan" or similar expressions are generally intended to identify forward-looking
statements.  Those statements  involve risks and uncertainties  that could cause
actual  results to differ  materially  from the results  discussed  herein.  The
principal  risks  and  uncertainties   that  may  affect  the  Company's  actual
performance and results of operations  include the following:  general  economic
conditions and interest rates;  adverse  weather;  changes in property taxes and
energy costs;  changes in federal income tax laws and federal mortgage financing
programs;  governmental  regulation;  changes in governmental and public policy;
changes in economic  conditions specific to one or more of the Company's markets
and  businesses;  competition;  availability  of raw  materials;  and unexpected
operations  difficulties.  Other  risks and  uncertainties  may also  affect the
outcome of the Company's actual  performance and results of operations.  Readers
are cautioned not to place undue reliance on the forward-looking statements made
in, or incorporated by reference into, this Quarterly  Report on Form 10-Q or in
any document or statement referring to this Quarterly Report on Form 10-Q.

Results of Operations

FOR THE SIX MONTH PERIOD ENDED MARCH 31, 2003, COMPARED TO THE SIX MONTH
PERIOD ENDED MARCH 31, 2002:

Revenues

     Revenues for the six-month period ended March 31, 2003, totaled $16,685,036
compared to  $9,646,758  for the  six-month  period ended March 31,  2002.  This
increase of  $7,038,278 or 72.96% was due to the  concentration  on the mortgage
banking   business  of  United  Capital   Mortgage   Corporation  and  continued
development  of  wholesale  operations.  Revenues of $683,337  included  for the
six-month  period ended March 31, 2003  represent the  subsequent  collection of
corporate stock recovered in the completion of commitments  with the dissolution
of the Cross Keys Capital  subsidiary.  The  remaining  investment in Cross Keys
Capital and the goodwill  related to the  original  transaction  was  completely
written off and reported on the Form 10-KSB that the Company filed for it's year
ended September 30, 2002. The loss reported at that time totaled $758,061.   Had
the Company been able to recover the  corporate  stock at that time the net loss
reported would have been $74,724.

Operating Expenses

     Operating  expenses  for the six month  period ended March 31, 2003 totaled
$14,943,620  compared to  $9,463,835  for the  six-month  period ended March 31,
2002.  This increase of $5,479,785 or 57.90% was largely  related to an increase
in commissions and salaries paid due to the increase in volume of United Capital
Mortgage  Corporation.   Administrative  expenses  also  increased  due  to  the
commitment to develop the wholesale operation and for occupancy expenses for the
physical expansion of the Company.

                                       15


<PAGE>
Operating Profit and Loss

     Operating  profits for the six month  period  ended March 31, 2003  totaled
$1,741,416  compared to an operating profit of $182,924 for the six-month period
ended March 31,  2002.  This  increase of  $1,558,492  was, in part,  due to the
concentration  of the  Company  on the  mortgage  banking  activities  of United
Capital Mortgage Company.

Other Expense (Income)

     During the period ended March 31, 2003,  the Company  recorded  expenses in
connection with the receivership  described in Section 8 of $46,361. The Company
considers the interest  income of United  Capital  Mortgage,  $2,157,350,  to be
operating  income within the mortgage banking segment and records that income as
operating income of the segment.


Net Income

     The Company  recorded net income of $915,236 for the six-month period ended
March 31, 2003  compared to net income of $1,737,044  for the  six-month  period
ended March 31, 2002.  Basic and diluted  earnings  per share for the  six-month
period ended March 31, 2003,  were  $0.03.and  $0.03.,  respectively.  Basic and
diluted  earnings per share for the six-month  period ended March 31, 2002,  was
$0.07.




                                      16

<PAGE>
New Accounting Standard

     In June 2001, the Financial  Accounting Standards Board issued Statement of
Accounting  Standard  ("SFAS") No. 142,  Goodwill and other  Intangible  Assets,
which require that  goodwill and other  intangibles  no longs will  amortized as
before.  This  pronouncement  supersedes APB Opinion No. 17, Intangible  Assets.
Intangibles  that will no longer be amortized  must be tested on a  year-to-year
basis by  comparing  the fair  values  with  recorded  amounts.  The Company has
implemented this pronouncement as of October 1, 2001. Initial  implementation of
this  pronouncement  did not have a material  affect on the Company's  financial
position.

ITEM 3.    Controls and Procedures

     (a) Evaluation of disclosure controls and procedures. Within 90 days before
filing this report,  the Company  evaluated the  effectiveness of the design and
operation of its disclosure  controls and procedures.  The Company's  disclosure
controls and procedures are the controls and other  procedures  that the Company
has designed to ensure that it records,  processes,  summarizes and reports in a
timely  manner the  information  the Company must  disclose in its reports filed
under the  Securities  Exchange Act. Dan Moudy,  President  and Chief  Executive
Officer and J. Lynn Bradley, Chief Financial Officer,  reviewed and participated
in this  evaluation.  Based  on  this  evaluation,  Messrs.  Moudy  and  Bradley
concluded  that, as of the date of their  evaluation,  the Company's  disclosure
controls and procedures were effective.

     (b) Internal  controls.  Since the date of the evaluation  described above,
there have not been any significant  changes in the Company's  internal controls
or in other factors that could  significantly  affect those controls,  including
any  corrective  actions  with regard to  significant  deficiencies  an material
weakness.
                                     17

<PAGE>
                           PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

     See Part I - "Management's  Discussions and Analysis of Financial Condition
and Results of Operations - Legal Proceedings".

Item 2.    Changes in Securities and Use of Proceeds

None.

Item 3.    Defaults Upon Senior Securities

None.


Item 4.    Submission of Matters to a Vote of Security Holders

None.

Item 5.    Other Information

None.

Item 6.             Exhibits and Reports on Form 8-K

A.  Exhibits

Exhibit No.      Description of Exhibit

     99.1  Certification by Dan Moudy,  President and Chief Executive Officer of
the Company,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

     99.2  Certification  by J. Lynn  Bradley,  Chief  Financial  Officer of the
Company,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

27.1               Financial Data Schedule

B.  Reports on Form 8-K

     During  the  quarter  ended  March 31,  2003,  the  Company  filed with the
Commission the following reports on Form 8-K:

     Current  Report on Form 8-K  dated  February  7,  2003 and  filed  with the
Commission on February 11, 2003 updating the status of certain litigation.

     Current  Report on Form 8-K dated  February  11,  2003,  and filed with the
Commission on February 11, 2003  disclosing  the  resignation of a member of the
Company's board of directors.

     Current  Report  on Form 8-K  dated  March 12,  2003,  and  filed  with the
Commission on March 13, 2003 disclosing the appointment of a receiver.


                                       18


<PAGE>

  SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                                        UCAP, Incorporated
                                        (Registrant)


Dated: May 14, 2003                       By: /s/ Dan E. Moudy
                                          --------------------
                                          Dan E. Moudy
                                          President and Chief Executive Officer

Dated: May 14, 2003                       By: /s/ J. Lynn Bradley
                                          -----------------------
                                          J. Lynn Bradley, CPA
                                          Chief Financial Officer


                                       19
<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report on Form 10-QSB of UCAP Incorporated
for the quarter  ending March 31, 2003 as filed with the Securities and Exchange
Commission  on the date  hereof,  I, Dan Moudy,  President  and Chief  Executive
Officer  of  registrant,  certify,  pursuant  to 18 U.S.C. ss 1350,  as  adopted
pursuant to ss 302 of the Sarbanes-Oxley Act of 2002, that:

     (1)  I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  UCAP
Incorporated;

     (2) Based on my  knowledge,  this  quarterly  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report; and

     (3) Based on my knowledge,  the financial  statements,  and other financial
information  included in this  quarterly  report,  fairly present in al material
respects  the  financial  condition,  results  of  operations  and cash flows of
registrant as of, and for, the periods presented in this annual report; and

     (4) The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     (5) The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee of the  registrant's  board of directors  (or persons  performing  the
equivalent function):

     (a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     (b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

     (6) The registrant's other certifying officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls  subsequent  to the date of our most recent  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.

Dated:  May 14, 2003                      By: /s/ Dan Moudy
                                          ------------------
                                          Dan Moudy
                                          President and Chief Executive Officer

     This  certification  accompanies  this  Quarterly  Report  on  Form  10-QSB
pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 and shall not, except
to the extent  required by such Act, be deemed filed by registrant  for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended.

<PAGE>
                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report on Form 10-QSB of UCAP Incorporated
for the quarter  ending March 31, 2003 as filed with the Securities and Exchange
Commission on the date hereof, I, J. Lynn Bradley, Chief Financial Office of the
registrant,  certify,  pursuant  to 18 U.S.C. ss 1350, as adopted pursuant to ss
302  of  the  Sarbanes-Oxley  Act  of  2002,  that:


     (1)  I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  UCAP
Incorporated;

     (2) Based on my  knowledge,  this  quarterly  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report; and

     (3) Based on my knowledge,  the financial  statements,  and other financial
information  included in this  quarterly  report,  fairly present in al material
respects  the  financial  condition,  results  of  operations  and cash flows of
registrant as of, and for, the periods presented in this annual report; and

     (4) The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     (5) The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee of the  registrant's  board of directors  (or persons  performing  the
equivalent function):

     (a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     (b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

     (6) The registrant's other certifying officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls  subsequent  to the date of our most recent  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.

Dated:  May 14, 2003                      By: /s/ J. Lynn Bradley
                                          -----------------------
                                          J. Lynn Bradley, CPA
                                          Chief Financial Officer

     This  certification  accompanies  this  Quarterly  Report  on  Form  10-QSB
pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 and shall not, except
to the extent  required by such Act, be deemed filed by registrant  for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended.



<PAGE>