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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                     For fiscal year ended December 31, 2004

[  ]  TRANSITION REPORT UNDER THE SECTION 13 OR 15 (D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-31091

                                  EQUICAP, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                  NEVADA                                   33-0652593
      ------------------------------                    -----------------
     (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                   Identification No.)

         12373 E. Cornell Avenue
         Aurora, Colorado 80014                           (303) 478-4442
 --------------------------------------               -------------------------
(Address of principal executive offices)             (Issuer's telephone number)

      Securities registered pursuant to
        Section 12(b) of the Act:             NONE

      Securities registered pursuant to
        Section 12(g) of the Act:             Common stock, $.001 par value

     Check whether the issuer (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 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  [   ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

     Yes  [ X ]   No  [   ]

     The issuer's revenues for its most recent fiscal year were $-0-.

     The aggregate market value of the 90,100 shares of common stock of the
registrant held by non-affiliates on February 28, 2005, was not determinable.

     At February 28, 2005 a total of 390,100 shares of common stock were
outstanding.

     Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

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                                TABLE OF CONTENTS


                                     PART I

Item 1.  Description of Business..........................................     3

Item 2.  Description of Property..........................................    12

Item 3.  Legal Proceedings................................................    12

Item 4.  Submission of Matters to a Vote of Security Holders..............    12

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters ........    12

Item 6.  Management's Discussion and Analysis or Plan of Operation........    14

Item 7.  Financial Statements.............................................    16

Item 8.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure...........................    16

Item 8A. Controls and Procedures..........................................    17

Item 8B. Other Information ...............................................    17

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act................    17

Item 10. Executive Compensation...........................................    20

Item 11. Security Ownership of Certain Beneficial Owners and Management...    22

Item 12. Certain Relationships and Related Transactions...................    23

Item 13. Exhibits.........................................................    23

Item 14. Principal Accountant Fees and Services...........................    24

         Index to Financial Statements....................................    24

         Financial Statements.............................................   F-1

         Signatures.......................................................    25

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                           FORWARD-LOOKING STATEMENTS

     This report contains certain forward-looking statements and information
relating to Equicap, Inc. ("Equicap" or "Company") that are based on the beliefs
of its management as well as assumptions made by and information currently
available to its management. When used in this report, the words "anticipate",
"believe", "estimate", "expect", "intend", "plan" and similar expressions, as
they relate to Equicap or its management, are intended to identify
forward-looking statements. These statements reflect management's current view
of Equicap concerning future events and are subject to certain risks,
uncertainties and assumptions, including among many others: a general economic
downturn; a downturn in the securities markets; a general lack of interest for
any reason in going public by means of transactions involving public blank check
companies; federal or state laws or regulations having an adverse effect on
blank check companies, Securities and Exchange Commission regulations which
affect trading in the securities of "penny stocks," and other risks and
uncertainties. Should any of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this report as anticipated, estimated or expected. Readers
should realize that Equicap has no assets, and that for Equicap to succeed
requires that it either originate a successful business (for which it lacks the
funds) or acquire a successful business. Equicap's realization of its business
aims as stated herein will depend in the near future principally on the
successful completion of its acquisition of a business, as discussed below.

                                     PART I

Item 1.       DESCRIPTION OF BUSINESS.

BACKGROUND

     REINCORPORATION. Equicap, Inc. ("Equicap" or "Company") was incorporated on
March 13, 2002, for the purpose of entering into a merger with and redomiciling
its predecessor, Equicap, Inc., a California corporation ("Equicap California").
Effective January 25, 2005, Equicap California was merged with and into Equicap
in a statutory merger (the "Merger"). At the effective time of the Merger, each
share of Equicap California common stock issued and outstanding immediately
prior to the Merger was as a result of the Merger changed into one share of
Equicap common stock. At the time of the Merger, Equicap was a wholly owned
subsidiary of Equicap California.

     Because the Merger was consummated for the sole purpose of changing Equicap
California's domicile from California to Nevada, management believes that the
Merger did not constitute a "sale" within the meaning of Section 5 of the
Securities Act of 1933, as amended. Accordingly, each share of Equicap common
stock now issued and outstanding continues to have the same status and to be
subject to the same restrictions and limitations, if any, as they were subject
prior to the Merger. The Merger was effected due to management's belief that
Nevada law is more advantageous to a corporation than California law. The Merger
did not relate to a change of control or other transaction.

     Equicap has no assets, modest liabilities and has been essentially inactive
since its inception, except for organizational activities. Equicap owns no real
estate and has no full time employees, and it will have no operations of its own
unless and until it engages in one or more of the activities described below
under this ITEM 1. Equicap is a blank check company which intends to enter into
a business combination with one or more as yet unidentified privately held
businesses.

     PREDECESSOR CORPORATION. Equicap's predecessor - that is, Equicap
California - is Equicap, Inc. which was incorporated under the laws of the State
of California on March 1, 1995, under the name of VWR Acquisition Company, Inc.
("VWR"); the name was later changed to Equicap, Inc. Equicap was authorized to
issue 100,000,000 shares of common stock without par value and 10,000,000 shares
of preferred stock without par value. Equicap's business activities prior to
July 1996 were that of an investment banking and consulting firm whose business

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plan was to assist its clients by infusing capital into them and utilizing its
experience to assist its client companies in getting their products or services
to market and becoming profitable. Equicap thus anticipated "incubating" client
companies. Equicap has not had operations since July 1996, has no assets and
only modest liabilities.

     Equicap issued 5,500,000 shares of its common stock in March 1995, to its
founders in consideration of cash and services rendered. In March 1995, 200,000
shares of its common stock were issued to an investor for approximately $137,000
in cash. All such shares were treated as "restricted securities", meaning that
they were shares issued in transactions not involving any public offering, stop
transfer orders were entered into the stock books as to such shares, and all
certificates evidencing these shares bore a customary form of investment legend.
Then in October 1995, approximately 4,022,115 common shares were voluntarily
cancelled by the shareholders, reducing the number of outstanding shares to
1,677,885.

     On December 29, 1995, BBU Systems Inc. ("BBU") was merged with and into
Equicap as the surviving entity pursuant to an Agreement and Plan of Merger. In
the merger Equicap issued 1,273,415 shares of its common stock and acquired all
of the issued and outstanding common shares of BBU. The merger was effected in
reliance upon the exemption from registration provided by Regulation D, Rule
504. In connection with the merger, an additional 509,295 shares were
voluntarily cancelled by the holders, reducing the number of outstanding shares
to 2,442,005. Equicap became dormant in July 1996 when the Company's board of
directors determined that its original business plan could not be executed, and
that the business of BBU could not be developed, due to lack of operating
capital and the lack of prospects to raise adequate funding.

     On June 19, 1998, Equicap issued 5,000,000 shares of its common stock to
Stephen M. Siedow, President of the Company, for services and costs advanced on
behalf of Equicap that were valued at $5,000 in the aggregate. These shares were
also treated as "restricted securities." Mr. Siedow has informed the Company
that he will not sell these shares in the public markets until they have been
registered for resale under the Securities Act of 1933, as amended (the "Act")
or otherwise in compliance with applicable law.

     On July 31, 1998, Equicap's common stock underwent a reverse split in which
each 100 of the issued and outstanding shares were changed into one share, which
decreased the number of issued and outstanding shares from 7,442,005 to 74,732.
On December 29, 1999, Equicap issued 100,000 shares of its common stock to Mr.
Siedow for services and fees and costs advanced on behalf of Equicap that were
valued at $10,000 in the aggregate, which also were treated as "restricted
securities." Mr. Siedow has informed the Company that he will not sell these
shares in the public markets until they have been registered for resale under
the Act or otherwise in compliance with applicable law. On January 18, 2000,
Equicap's common stock underwent a reverse and forward split of the common
shares in which (i) each 50 of the issued and outstanding shares were changed
into one share, with each fraction being rounded up to a whole share, and (ii)
immediately following the reverse split, each resulting share was changed into
100 shares. Upon conclusion of this recapitalization, Equicap had 390,100 common
shares issued and outstanding.

     Hereafter, the term "Equicap" refers to the reincorporated company, except
as to events prior to the reincorporation in which case the reference is to the
California predecessor.

EXCHANGE ACT REGISTRATION

     Equicap voluntarily filed a registration statement on Form 10-SB in July
2000 with the Securities and Exchange Commission ("SEC" or "Commission") in
order to register Equicap's common stock under Section 12(g) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"). Equicap is required to file
quarterly, annual and other reports and other information with the SEC as
required by the Exchange Act. If Equicap's duty to file reports under the
Exchange Act is suspended, Equicap intends to nonetheless continue filing
reports on a voluntary basis if it is able to do so.

PROPOSED BUSINESS

     Equicap intends to enter into a business combination with one or more as
yet unidentified privately held businesses. Management believes that Equicap
will be attractive to privately held companies interested in becoming publicly

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traded by means of a business combination with Equicap, without offering their
own securities to the public. Equicap will not be restricted in its search for
business combination candidates to any particular geographical area, industry or
industry segment, and may enter into a combination with a private business
engaged in any line of business. Management's discretion is, as a practical
matter, unlimited in the selection of a combination candidate. Equicap has not
entered into any agreement, arrangement or understanding of any kind with any
person regarding a business combination.

     Depending upon the nature of the transaction, the current officers and
directors of Equicap probably will resign their directorship and officer
positions with Equicap in connection with Equicap's consummation of a business
combination. See "Form of Acquisition" below. Equicap's current management will
not have any control over the conduct of Equicap's business following Equicap's
completion of a business combination.

     It is anticipated that business opportunities will come to Equicap's
attention from various sources, including its management, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. Equicap has no
plans, understandings, agreements, or commitments with any individual or entity
to act as a finder of or as a business consultant in regard to any business
opportunities for Equicap. There are no plans to use advertisements, notices or
any general solicitation in the search for combination candidates.

     PRE-COMBINATION ACTIVITIES. Equicap is a "blank check" company, defined as
an inactive, publicly quoted company with nominal assets and liabilities. With
these characteristics, management believes that Equicap will be attractive to
privately held companies interested in becoming publicly traded by means of a
business combination with Equicap, without offering their own securities to the
public. The term "business combination" (or "combination") means the result of
(i) a statutory merger of a combination candidate into or its consolidation with
Equicap or a wholly owned subsidiary of Equicap formed for the purpose of the
merger or consolidation, (ii) the exchange of securities of Equicap for the
assets or outstanding equity securities of a privately held business, or (iii)
the sale of securities by Equicap for cash or other value to a business entity
or individual, and similar transactions.

     A combination may be structured in one of the foregoing ways or in any
other form which will result in the combined entity being a publicly held
corporation. It is unlikely that any proposed combination will be submitted for
the approval of Equicap's shareholders prior to consummation. Pending
negotiation and consummation of a combination, Equicap anticipates that it will
have no business activities or sources of revenues and will incur no significant
expenses or liabilities other than expenses related to ongoing filings required
by the Exchange Act, or related to the negotiation and consummation of a
combination.

     Equicap anticipates that the business opportunities presented to it will
(1) be recently organized with no operating history, or a history of losses
attributable to under-capitalization or other factors; (2) be experiencing
financial or operating difficulties; (3) be in need of funds to develop a new
product or service or to expand into a new market; (4) be relying upon an
untested product or marketing concept; or (5) have a combination of the
foregoing characteristics. Given the above factors, it should be expected that
any acquisition candidate may have a history of losses or low profitability.

     Equicap will not be restricted in its search for business combination
candidates to any particular geographical area, industry or industry segment,
and may enter into a combination with a private business engaged in any line of
business, including service, finance, mining, manufacturing, real estate, oil
and gas, distribution, transportation, medical, communications, high technology,
biotechnology or any other. Management's discretion is, as a practical matter,
unlimited in the selection of a combination candidate. Management of Equicap
will seek combination candidates in the United States and other countries, as
available time permits, through existing associations and by word of mouth.

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     Equicap has not entered into any agreement or understanding of any kind
with any person regarding a business combination. There is no assurance that
Equicap will be successful in locating a suitable combination candidate or in
concluding a business combination on terms acceptable to Equicap. Equicap's
Board of Directors has not established a time limitation by which it must
consummate a suitable combination; however, if Equicap is unable to consummate a
suitable combination within a reasonable period, such period to be determined at
the discretion of Equicap's Board of Directors, the Board of Directors will
probably recommend its liquidation and dissolution. It is anticipated that
Equicap will not be able to diversify, but will essentially be limited to one
such venture because of Equicap's lack of capital. This lack of diversification
will not permit Equicap to offset potential losses from one acquisition against
profits from another, and should be considered an adverse factor affecting any
decision to purchase Equicap's securities.

     Equicap's board of directors has the authority and discretion to complete
certain combinations without submitting them to the stockholders for their prior
approval. Equicap's shareholders should not anticipate that they will have any
meaningful opportunity to consider or vote upon any candidate selected by
Equicap management for acquisition. Generally, the prior approval of Equicap's
shareholders will be required for any statutory merger of Equicap with or into
another company, but shareholder approval will not be required if the following
requirements are met: (1) Equicap's articles of incorporation will not change as
a result of the merger; (2) following the merger, each person who was a Equicap
shareholder immediately prior to the merger will on the effective date of the
merger continue to hold the same number of shares, with identical designations,
preferences, limitations and relative rights; and (3) the number of Equicap
voting and participating shares which are outstanding prior to the merger is not
increased more than 20% as a result of the merger, giving effect to the
conversion of convertible securities and the exercise of warrants, options and
other rights issued in the merger. It is likely, however, in management's
opinion that any combination entered into by Equicap that takes the form of a
merger will result in the issuance of additional shares exceeding the 20%
limitation. Shareholder approval also will not be required as to any "short-form
merger," meaning the merger into Equicap of a company in which Equicap already
owns 90% or more of the equity securities. Moreover, in the event that a
business combination occurs in the form of a stock-for-stock exchange or the
issuance of stock to purchase assets, the approval of Equicap's shareholders
will not be required by law so long as it is Equicap that acquires the shares or
assets of the other company.

     However, it is anticipated that Equicap's shareholders will, prior to
completion of any combination, be given information about the candidate
company's business, financial condition, management and other information
required by ITEMs 6(a), (d), (e), 7 and 8 of Schedule 14A of Regulation 14A
under the Exchange Act, which is substantially the same information as required
in a proxy statement.

     COMBINATION SUITABILITY STANDARDS. The analysis of candidate companies will
be undertaken by or under the supervision of Equicap's President, who is not a
professional business analyst. See "MANAGEMENT" below.

     To a large extent, a decision to participate in a specific combination may
be made upon management's analysis of the quality of the candidate company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the candidate will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to objectively quantify or
analyze. In many instances, it is anticipated that the historical operations of
a specific candidate may not necessarily be indicative of the potential for the
future because of the possible need to shift marketing approaches substantially,
expand significantly, change product emphasis, change or substantially augment
management, or make other changes. Equicap will be dependent upon the owners and
management of a candidate to identify any such problems which may exist and to
implement, or be primarily responsible for the implementation of, required
changes. Because Equicap may participate in a business combination with a newly
organized candidate or with a candidate which is entering a new phase of growth,
it should be emphasized that Equicap will incur further risks, because
management in many instances will not have proved its abilities or
effectiveness, the eventual market for the candidate's products or services will
likely not be established, and the candidate may not be profitable when
acquired.

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     Otherwise, Equicap anticipates that it may consider, among other things,
the following factors:

     1.   Potential for growth and profitability, indicated by new technology,
          anticipated market expansion, or new products;

     2.   Equicap's perception of how any particular candidate will be received
          by the investment community and by Equicap's stockholders;

     3.   Whether, following the business combination, the financial condition
          of the candidate would be, or would have a significant prospect in the
          foreseeable future of becoming sufficient to enable the securities of
          Equicap to qualify for listing on an exchange or on NASDAQ, so as to
          permit the trading of such securities to be exempt from the
          requirements of the federal "penny stock" rules adopted by the SEC.

     4.   Capital requirements and anticipated availability of required funds,
          to be provided by Equicap or from operations, through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;

     5.   The extent to which the candidate can be advanced;

     6.   Competitive position as compared to other companies of similar size
          and experience within the industry segment as well as within the
          industry as a whole;

     7.   Strength and diversity of existing management, or management prospects
          that are scheduled for recruitment;

     8.   The cost of participation by Equicap as compared to the perceived
          tangible and intangible values and potential; and

     9.   The accessibility of required management expertise, personnel, raw
          materials, services, professional assistance, and other required
          items.

     No one of the factors described above will be controlling in the selection
of a candidate. Potentially available candidates may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. It should be recognized that, because of
Equicap's limited capital available for investigation and management's limited
experience in business analysis, Equicap may not discover or adequately evaluate
adverse facts about the opportunity to be acquired. Equicap cannot predict when
it may participate in a business combination. It expects, however, that the
analysis of specific proposals and the selection of a candidate may take several
months or more.

     Management believes that various types of potential merger or acquisition
candidates might find a business combination with Equicap to be attractive.
These include acquisition candidates desiring to create a public market for
their shares in order to enhance liquidity for current shareholders, acquisition
candidates which have long-term plans for raising capital through the public
sale of securities and believe that the possible prior existence of a public
market for their securities would be beneficial, and acquisition candidates
which plan to acquire additional assets through issuance of securities rather
than for cash, and believe that the possibility of development of a public
market for their securities will be of assistance in that process. Acquisition
candidates which have a need for an immediate cash infusion are not likely to
find a potential business combination with Equicap to be an attractive
alternative.

     Prior to consummation of any combination (other than a mere sale by Equicap
insiders of a controlling interest in Equicap's common stock) Equicap intends to
require that the combination candidate provide Equicap the financial statements

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required by ITEM 310 of Regulation S-B, including at the least an audited
balance sheet as of the most recent fiscal year end and statements of
operations, changes in stockholders' equity and cash flows for the two most
recent fiscal years, audited by certified public accountants acceptable to
Equicap's management, and the necessary unaudited interim financial statements.
Such financial statements must be adequate to satisfy Equicap's reporting
obligations under Section 15(d) or 13 of the Exchange Act. If the required
audited financial statements are not available at the time of closing, Equicap
management must reasonably believe that the audit can be obtained in less than
60 days. This requirement to provide audited financial statements may
significantly narrow the pool of potential combination candidates available,
since most private companies are not already audited. Some private companies
will either not be able to obtain an audit or will find the audit process too
expensive. In addition, some private companies on closer examination may find
the entire process of being a reporting company after a combination with Equicap
too burdensome and expensive in light of the perceived potential benefits from a
combination.

     FORM OF ACQUISITION. It is impossible to predict the manner in which
Equicap may participate in a business opportunity. Specific business
opportunities will be reviewed as well as the respective needs and desires of
Equicap and the promoters of the opportunity and, upon the basis of that review
and the relative negotiating strength of Equicap and such promoters, the legal
structure or method deemed by management to be suitable will be selected. Such
structure may include, but is not limited to leases, purchase and sale
agreements, licenses, joint ventures and other contractual arrangements. Equicap
may act directly or indirectly through an interest in a partnership, corporation
or other form of organization. Implementing such structure may require the
merger, consolidation or reorganization of Equicap with other corporations or
forms of business organization, and although it is likely, there is no assurance
that Equicap would be the surviving entity. In addition, the present management
and stockholders of Equicap most likely will not have control of a majority of
the voting shares of Equicap following a reorganization transaction. As part of
such a transaction, Equicap's existing directors may resign and new directors
may be appointed without any vote or opportunity for approval by Equicap's
shareholders.

     It is likely that Equicap will acquire its participation in a business
opportunity through the issuance of common stock or other securities of Equicap.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under the Internal
Revenue Code of 1986, depends upon the issuance to the stockholders of the
acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, Equicap's
current stockholders would retain in the aggregate 20% or less of the total
issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of Equicap prior to such
reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in Equicap by the current officers, directors and principal
shareholders.

     It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, Equicap may
agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in Equicap's securities may have a depressive
effect upon such market.

     Equicap will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

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     As a general matter, Equicap anticipates that it, and/or its officers and
principal shareholders will enter into a letter of intent with the management,
principals or owners of a prospective business opportunity prior to signing a
binding agreement. Such a letter of intent will set forth the terms of the
proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither Equicap nor any of the other
parties to the letter of intent will be bound to consummate the acquisition
unless and until a definitive agreement concerning the acquisition as described
in the preceding paragraph is executed. Even after a definitive agreement is
executed, it is possible that the acquisition would not be consummated should
any party elect to exercise any right provided in the agreement to terminate it
on specified grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of Equicap to pay until an indeterminate future time may make it
impossible to procure goods and services.

     POST-COMBINATION ACTIVITIES. Management anticipates that, following
consummation of a combination, control of Equicap will change as a result of the
issuance of additional common stock to the shareholders of the business acquired
in the combination. Once ownership control has changed, it is likely that the
new controlling shareholders will call a meeting for the purpose of replacing
the incumbent directors of Equicap with candidates of their own, and that the
new directors will then replace the incumbent officers with their own nominees.
Rule 14f-1 under the Exchange Act requires that, if in connection with a
business combination or sale of control of Equicap there should arise any
arrangement or understanding for a change in a majority of Equicap's directors
and the change in the board of directors is not approved in advance by Equicap's
shareholders at a shareholder meeting, then none of the new directors may take
office until at least ten (10) days after an information statement has been
filed with the Securities and Exchange Commission and sent to Equicap's
shareholders. The information statement furnished must as a practical matter
include the information required by ITEMs 6(a), (d) and (e), 7 and 8 of Schedule
14A of Regulation 14A in a proxy statement.

     Following consummation of a combination, management anticipates that
Equicap will file a current report on Form 8-K with the Commission which
discloses among other things the date and manner of the combination, material
terms of the definitive agreement, the assets and consideration involved, the
identity of the person or persons from whom the assets or other property was
acquired, changes in management and biographies of the new directors and
executive officers, identity of principal shareholders following the
combination, and contains the required financial statements. Such a Form 8-K
report also will be required to include all information as to the business
acquired called for by ITEM 101 of Regulation S-B.

POTENTIAL BENEFITS to INSIDERS

     In connection with a business combination, it is possible that shares of
common stock constituting control of Equicap may be purchased from the current
principal shareholders ("insiders") of Equicap by the acquiring entity or its
affiliates. If stock is purchased from the insiders, the transaction is very
likely to result in substantial gains to them relative to the price they
originally paid for the stock. In Equicap's judgment, none of its officers and
directors would as a result of such a sale become an "underwriter" within the
meaning of the Section 2(11) of the Securities Act of 1933, as amended. No bylaw
or charter provision Equicap prevents insiders from negotiating or consummating
such a sale of their shares. The sale of a controlling interest by Equicap
insiders could occur at a time when the other shareholders of the Company remain

                                       9

<PAGE>


subject to restrictions on the transfer of their shares, and it is unlikely that
Equicap shareholders generally will be given the opportunity to participate in
any such sale of shares. Moreover, Equicap shareholders probably will not be
afforded any opportunity to review or approve any such buyout of shares held by
an officer, director or other affiliate, should such a buyout occur.

     Equicap may require that a company being acquired repay all advances made
to Equicap by Equicap shareholders and management, at or prior to closing of a
combination. Otherwise, there are no conditions that any combination or
combination candidate must meet, such as buying stock from Equicap insiders or
paying compensation to any Equicap officer, director or shareholder or their
respective affiliates.

POSSIBLE ORIGINATION of a BUSINESS

     The Board of Directors has left open the possibility that, instead of
seeking a business combination, Equicap may instead raise funding in order to
originate an operating business, which may be in any industry or line of
business, and could involve Equicap's origination of a start-up business,
purchase and development of a business already originated by third parties,
joint venture of a new or existing business, or take any other lawful form. It
is also possible that Equicap may engage in one or more combinations, as
discussed above, and originate a business in addition. Potential shareholders
should consider that management has the widest possible discretion in choosing a
business direction for Equicap.

     Any funds needed to originate and develop a business would almost certainly
be raised from the sale of Equicap's securities, since Equicap lacks the
creditworthiness to obtain a loan. Management does not believe that the
principal shareholders, directors or executive officers of Equicap would be
willing to guarantee any debt taken on, and obtaining a loan without personal
guarantees is unlikely. Capital could possibly be raised from the sale of debt
instruments convertible into common stock upon the occurrence of certain defined
events, but no such funding has been offered. Equicap has no current plans to
offer or sell its securities, but would be agreeable do so if a worthy business
opportunity presents itself and adequate funding then appears to be available.

USE OF CONSULTANTS and FINDERS

     Although there are no current plans to do so, Equicap management might hire
and pay an outside consultant to assist in the investigation and selection of
candidates, and might pay a finder's fee to a person who introduces a candidate
with which Equicap completes a combination. Since Equicap management has no
current plans to use any outside consultants or finders to assist in the
investigation and selection of candidates, no policies have been adopted
regarding use of consultants or finders, the criteria to be used in selecting
such consultants or finders, the services to be provided, the term of service,
or the structure or amount of fees that may be paid to them. However, because of
the limited resources of Equicap, it is likely that any such fee Equicap agrees
to pay would be paid in stock and not in cash. Equicap has had no discussions,
and has entered into no arrangements or understandings, with any consultant or
finder. Equicap's officers and directors have not in the past used any
particular consultant or finder on a regular basis and have no plan to either
use any consultant or recommend that any particular consultant be engaged by
Equicap on any basis.

     It is possible that compensation in the form of common stock, options,
warrants or other securities of Equicap, cash or any combination thereof, may be
paid to outside consultants or finders. No securities of Equicap will be paid to
officers, directors or promoters of Equicap nor any of their respective
affiliates. Any payments of cash to a consultant or finder would be made by the
business acquired or persons affiliated or associated with it, and not by
Equicap. It is possible that the payment of such compensation may become a
factor in any negotiations for Equicap's acquisition of a business opportunity.
Any such negotiations and compensation may present conflicts of interest between
the interests of persons seeking compensation and those of Equicap's
shareholders, and there is no assurance that any such conflicts will be resolved
in favor of Equicap's shareholders.

                                       10

<PAGE>


RISK FACTORS

     At this time the shares of Equicap are speculative and involve a high
degree of risk, for the reasons following. Equicap has no operations or
revenues, thus there are no financial results upon which anyone may base an
assessment of its potential. No combination candidate has been identified for
acquisition by management, nor has any determination been made as to any
business for Equicap to enter, and shareholders will have no meaningful voice in
any such determinations. There is no assurance that Equicap will be successful
in completing a combination or originating a business, nor that Equicap will be
successful or that its shares will have any value even if a combination is
completed or a business originated.

     Equicap's officers and directors, who serve only on a part-time basis, have
had limited experience in the business activities contemplated by Equicap, yet
Equicap will be solely dependent on them. Equicap lacks the funds or other
incentive to hire full-time experienced management. Each of Equicap's management
members has other employment or business interests to which he devotes his
primary attention and will continue to do so, devoting time to Equicap only on
an as-needed basis. Moreover, members of management are involved in other
companies also seeking to engage in a combination, and conflicts of interest
could arise in the event they come across a desirable combination candidate. No
assurance exists that all or any such conflicts will be resolved in favor of
Equicap.

     After completion of a combination, the current shareholders of Equicap may
experience severe dilution of their ownership due to the issuance of shares in
the combination. Any combination effected by Equicap almost certainly will
require its existing management and board members to resign, thus shareholders
have no way of knowing what persons ultimately will direct Equicap and may not
have an effective voice in their selection.

STATE SECURITIES LAWS CONSIDERATIONS

     Section 18 of the Securities Act of 1933, as amended in 1996, provides that
no law, rule, regulation, order or administrative action of any state may
require registration or qualification of securities or securities transactions
that involve the sale of a "covered security." The term "covered security" is
defined in Section 18 to include among other things transactions by "any person
not an issuer, underwriter or dealer," (in other words, secondary transactions
in securities already outstanding) that are exempted from registration by
Section 4(1) of the Securities Act of 1933, provided the issuer of the security
is a "reporting company," meaning that it files reports with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act.

     Section 18 as amended preserves the authority of the states to require
certain limited notice filings by issuers and to collect fees as to certain
categories of covered securities, specifically including Section 4(1) secondary
transactions in the securities of reporting companies. Section 18 expressly
provides, however, that a state may not "directly or indirectly prohibit, limit,
or impose conditions based on the merits of such offering or issuer, upon the
offer or sale of any (covered) security." This provision prohibits states from
requiring registration or qualification of securities of an Exchange Act
reporting company which is current in its filings with the SEC.

     The states generally are free to enact legislation or adopt rules that
prohibit secondary trading in the securities of "blank check" companies like
Equicap. Section 18, however, of the Act preempts state law as to covered
securities of reporting companies. Thus, while the states may require certain
limited notice filings and payment of filing fees by Equicap as a precondition
to secondary trading of its shares in those states, they cannot, so long as
Equicap is a reporting issuer, prohibit, limit or condition trading in Equicap's
securities based on the fact that Equicap is or ever was a blank check company.
Equicap will comply with such state limited notice filings as may be necessary
in regard to secondary trading. At this time, Equicap's stock is not actively
traded in any market, and an active market in its common stock is not expected
to arise, if ever, until after completion of a business combination.

                                       11

<PAGE>


COMPETITION

     Equicap will be in direct competition with many entities in its efforts to
locate suitable business opportunities. Included in the competition will be
business development companies, venture capital partnerships and corporations,
small business investment companies, venture capital affiliates of industrial
and financial companies, broker-dealers and investment bankers, management and
management consultant firms and private individual investors. Most of these
entities will possess greater financial resources and will be able to assume
greater risks than those which Equicap, with its limited capital, could
consider. Many of these competing entities will also possess significantly
greater experience and contacts than Equicap's management. Moreover, Equicap
also will be competing with numerous other blank check companies for such
opportunities.

EMPLOYEES

     Equicap has no employees. Equicap only has one officer, who is also the
sole director of the Company. It is not expected that EQUCIAP will have any
full-time or other employees except as a result of completing a combination.

Item 2.       DESCRIPTION OF PROPERTY.

     Equicap neither owns nor leases any real estate or other properties at the
present time. Equicap does not require any office space and Equicap has utilized
the office of its president, Mr. Stephen M. Siedow for corporate and
administrative purposes. This arrangement will continue until Equicap raises
funding to originate a business or completes an acquisition of an operating
business, in which latter event the offices of Equicap undoubtedly will be the
same as those of the acquired company.

Item 3.       LEGAL PROCEEDINGS.

     There are no legal proceedings which are pending or have been threatened
against Equicap or any officer, director or control person of which management
is aware.

Item 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote or for the written consent of security
shareholders for the year ended December 31, 2004, and no meeting of
shareholders was held.

     An Information Statement was mailed to Equicap's shareholders on January 3,
2005. The Information Statement was furnished to the holders of common stock, no
par value per share, of Equicap, Inc. on behalf of the Company in connection
with the proposed reincorporation of the Company in the state of Nevada, and the
concurrent increase in authorized shares of common stock from 100,000,000 to
500,000,000 and a change in the par value of the common and preferred stock of
the Company from no par value to $.001 par value per share. The reincorporation
was effected January 25, 2005 by merging the Company with and into its wholly
owned Nevada subsidiary, Equicap, Inc. ("Equicap Nevada"). The reincorporation
was approved by the written consent of persons holding 300,000 shares, which is
a majority of the 390,100 outstanding shares. The Company, as the sole
shareholder of Equicap Nevada, also approved a name change of Equicap Nevada to
such name as may be chosen by the Equicap Nevada Board of Directors.

                                     PART II

Item 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

PRICE RANGE of the COMMON STOCK

     The common stock of Equicap is the subject of an unpriced quotation
(meaning that is quoted "name only" without bid or asked prices posted) on the
OTC Bulletin Board maintained by the National Association of Securities Dealers,

                                       12

<PAGE>


Inc. The common stock has not traded to management's knowledge, and any trading
in the common stock would occur in the over-the-counter market. No active
trading market is expected to arise (if one ever arises), unless and until
Equicap successfully completes a business combination. No shareholder has
entered into a lock-up or similar agreement as to his common shares.

DIVIDENDS

     Equicap has not declared or paid any dividends on its common stock to date.
Management anticipates that any future earnings will be retained as working
capital and used for business purposes. Accordingly, it is unlikely that Equicap
will declare or pay any such dividends in the foreseeable future.

SHAREHOLDERS

     Equicap has approximately 405 shareholders of record. Equicap has 390,100
common shares issued and outstanding, of which (i) 53,800 shares are
unrestricted and not held by affiliates, (ii) 36,300 shares are restricted but
subject to Rule 144 and not held by affiliates, and (iii) 300,000 shares are
restricted and held by Stephen M. Siedow, President of the Company. Mr. Siedow
has informed the Company that he will not sell these shares in the public
markets until they have been registered for resale under the Act or otherwise as
permitted by law.

PUBLIC MARKET for the COMMON SHARES

     There currently is no public market for Equicap's common stock, and no
assurance can be given that a market will develop or that a shareholder ever
will be able to liquidate his investment without considerable delay, if at all.
If a market should develop, the price may be highly volatile. Unless and until
Equicap's common shares are quoted on the NASDAQ system or listed on a national
securities exchange, it is likely that the common shares will be defined as
"penny stocks" under the Exchange Act and SEC rules thereunder. The Exchange Act
and penny stock rules generally impose additional sales practice and disclosure
requirements upon broker-dealers who sell penny stocks to persons other than
certain "accredited investors" (generally, institutions with assets in excess of
$5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 jointly with spouse) or in transactions
not recommended by the broker-dealer.

     For transactions covered by the penny stock rules, the broker-dealer must
make a suitability determination for each purchaser and receive the purchaser's
written agreement prior to the sale. In addition, the broker-dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the SEC. So long as Equicap's common shares are
considered "penny stocks", many brokers will be reluctant or will refuse to
effect transactions in Equicap's shares, and many lending institutions will not
permit the use of penny stocks as collateral for any loans.

RECENT SALES of UNREGISTERED SECURITIES

     None

EQUITY COMPENSATION PLAN INFORMATION

     The following table sets forth, as of the year ended December 31, 2004,
certain information with respect to Equicap's compensation plans and individual
compensation arrangements to which Equicap is a party, if any, under which any
equity securities of Equicap are authorized for issuance.

                                       13

<PAGE>
<TABLE>
<CAPTION>

                                                     Number of securities         Weighted average        Number of securities
                                                      to be issued upon           exercise price of        remaining available
                                                         exercise of                outstanding           for future issuance
                                                     outstanding options,         options, warrants           under equity
   Plan category                                     warrants and rights             and rights            compensation plans
------------------------------------------------------------------------------------------------------------------------------
                                                             (a)                        (b)                        (c)
------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                        <C>                     <C>
   Equity compensation plans approved by
   security holders

   2000 EMPLOYEE STOCK COMPENSATION PLAN                     -0-                        N/A                     2,000,000

   2000 COMPENSATORY STOCK OPTION PLAN                       -0-                        N/A                     3,000,000
------------------------------------------------------------------------------------------------------------------------------
   Equity compensation plans not approved
   by security holders

   NONE                                                      N/A                        N/A                        N/A
------------------------------------------------------------------------------------------------------------------------------
   Total                                                     -0-                                                5,000,000
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Item 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PLAN of OPERATION

     Equicap is a blank check company whose plan of operation over the next
twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination. Equicap will not be
restricted in its search for business combination candidates to any particular
geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business, including
service, finance, mining, manufacturing, real estate, oil and gas, distribution,
transportation, medical, communications, high technology, biotechnology or any
other. Management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. Management of Equicap will seek
combination candidates in the United States and other countries, as available
time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to create value for
Equicap's shareholders. For further information on Equicap's plan of operation
and business, see PART I, Item 1 above.

     Equicap does not intend to do any product research or development. Equicap
does not expect to buy or sell any real estate, plant or equipment except as
such a purchase might occur by way of a business combination that is structured
as an asset purchase, and no such asset purchase currently is anticipated.
Similarly, Equicap does not expect to add additional employees or any full-time
employees except as a result of completing a business combination, and any such
employees likely will be persons already then employed by the company acquired.

RESULTS of OPERATIONS

     Equicap's business activities prior to July 1996 were that of an investment
banking and consulting firm whose business plan was to assist its clients by
infusing capital into them and utilizing its experience to assist its clients in
getting products or services to market and becoming profitable. Equicap thus
anticipated incubating client companies. Equicap has not had any operations or
revenues since July 1996. Equicap anticipates no operations unless and until it
completes a business combination as described above.

                                       14
<PAGE>


     Comparison of 2004 to 2003

     For the year ended December 31, 2004, Equicap had no revenues and incurred
a net loss of $12,149, as compared to a net loss of $15,990 for the year ended
December 31, 2003. General and administrative expenses in 2004 related to
accounting and legal fees, franchise taxes, miscellaneous filing fees, transfer
agent fees and other miscellaneous expenses, of which approximately $15,600 were
related party expenses. General and administrative expenses in 2003 related to
accounting and legal fees, franchise taxes, miscellaneous filing fees, transfer
agent fees, and other miscellaneous expenses, of which approximately $12,000
were related party expenses.

LIQUIDITY and CAPITAL RESOURCES

     Equicap had no cash on hand at December 31, 2004 and had no other assets to
meet ongoing expenses or debts that may accumulate. As of such date, Equicap has
accumulated a deficit of $272,895. Equicap has accrued expenses totaling
$98,530 of which $97,480 are owed to its officer, director and control
shareholder for costs paid on behalf of the Company and $1,050 are owed to trade
vendors.

     Equicap has no commitment for any capital expenditure and foresees none.
However, Equicap will incur routine fees and expenses incident to its reporting
duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition.
Equicap's cash requirements for the next twelve months are relatively modest,
principally accounting expenses and other expenses relating to making filings
required under the Securities Exchange Act of 1934 (the "Exchange Act"), which
should not exceed $15,000 in the fiscal year ending December 31, 2005. Any
travel, lodging or other expenses which may arise related to finding,
investigating and attempting to complete a combination with one or more
potential acquisitions could also amount to thousands of dollars.

     Equicap's current management has agreed to continue rendering services to
Equicap and to not demand payment of sums owed unless and until Equicap
completes an acquisition. The terms of any such payment will have to be
negotiated with the principals of any business acquired. The existence and
amounts of Equicap debt may make it more difficult to complete, or prevent
completion of, a desirable acquisition. In addition, offices are provided to
Equicap without charge.

     Equicap will only be able to pay its future debts and meet operating
expenses by raising additional funds, acquiring a profitable company or
otherwise generating positive cash flow. As a practical matter, Equicap is
unlikely to generate positive cash flow by any means other than acquiring a
company with such cash flow. Equicap believes that management members or
shareholders will loan funds to Equicap as needed for operations prior to
completion of an acquisition. Management and the shareholders are not obligated
to provide funds to Equicap, however, and it is not certain they will always
want or be financially able to do so. Equicap shareholders and management
members who advance money to Equicap to cover operating expenses will expect to
be reimbursed, either by Equicap or by the company acquired, prior to or at the
time of completing a combination. Equicap has no intention of borrowing money to
reimburse or pay salaries to any Equicap officer, director or shareholder or
their affiliates. There currently are no plans to sell additional securities of
Equicap to raise capital, although sales of securities may be necessary to
obtain needed funds. Equicap's current management has agreed to continue their
services to Equicap and to accrue sums owed them for services and expenses and
expect payment reimbursement only.

     Should existing management or shareholders refuse to advance needed funds,
however, Equicap would be forced to turn to outside parties to either loan money
to Equicap or buy Equicap securities. There is no assurance whatever that
Equicap will be able at need to raise necessary funds from outside sources. Such
a lack of funds could result in severe consequences to Equicap, including among
others:

                                       15

<PAGE>


     1.   failure to make timely filings with the SEC as required by the
          Exchange Act, which also probably would result in suspension of
          trading or quotation in Equicap's stock and could result in fines and
          penalties to Equicap under the Exchange Act;

     2.   curtailing or eliminating Equicap's ability to locate and perform
          suitable investigations of potential acquisitions; or

     3.   inability to complete a desirable acquisition due to lack of funds to
          pay legal and accounting fees and acquisition-related expenses.

     Equicap hopes to require potential candidate companies to deposit funds
with Equicap that it can use to defray professional fees and travel, lodging and
other due diligence expenses incurred by Equicap's management related to finding
and investigating a candidate company and negotiating and consummating a
business combination. There is no assurance that any potential candidate will
agree to make such a deposit.

OFF-BALANCE SHEET ARRANGEMENTS

     Equicap does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

CRITICAL ACCOUNTING POLICIES

     Financial Reporting Release No. 60 of the SEC encourages all companies to
include a discussion of critical accounting policies or methods used in the
preparation of the financial statements. There are no current business
operations or revenue generating activities that give rise to significant
assumptions or estimates. The Company's most critical accounting policies relate
to the accounting and disclosure of related party transactions. Our financial
statements filed as part of this annual report include a summary of the
significant accounting policies and methods used in the preparation of Equicap's
financial statements.

Item 7.       FINANCIAL STATEMENTS.

     See the index to Equicap's financial statements on page 24.

Item 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE.

     On December 15, 2004, Larry O'Donnell, CPA, PC resigned as the principal
accountant engaged to audit the financial statements of Equicap. Larry
O'Donnell, CPA, PC performed the audits of Equicap's financial statements for
the fiscal years ended December 31, 2003 and 2002. During these periods and the
subsequent interim periods prior to his resignation, there were no disagreements
with Larry O'Donnell, CPA, PC on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to Larry O'Donnell, CPA, PC's satisfaction would
have caused Larry O'Donnell, CPA, PC to make reference to this subject matter of
the disagreements in connection with Larry O'Donnell, CPA, PC's report. No
reportable events of the type described in Item 304 (a) (1) (iv) (B) of
Regulation S-B occurred during the two most recent fiscal years.

     The audit reports of Larry O'Donnell, CPA, PC for the Company's fiscal
years ended December 31, 2003 and 2002 did not contain an adverse opinion, or a
disclaimer of opinion, or qualification or modification as to uncertainty, audit
scope, or accounting principles.

                                       16

<PAGE>


     On February 14, 2005, the Company engaged Comiskey & Company to audit the
Company's financial statements. Prior to its engagement, Equicap had not
consulted with Comiskey & Company with respect to: (i) the application of
accounting principles to a specified transaction, either completed or proposed;
(ii) the type of audit opinion that might be rendered on Equicap's financial
statements; or (iii) any matter that was either the subject of a disagreement or
event, as that term is described in Item 304 (a) (1) (iv) (A) of Regulation S-B.

     The Board of Directors of the Company approved the change in accountants
described herein.

Item 8A.      CONTROLS AND PROCEDURES.

     Within 90 days of the filing of this Form 10-KSB, an evaluation was carried
out by Stephen M. Siedow, our CEO, President and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures. Disclosure controls and
procedures are procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, such as this Form 10-KSB, is recorded, processed,
summarized and reported within the time period specified in the Securities and
Exchange Commission's rules and forms. Based on that evaluation, Mr. Siedow
concluded that as of December 31, 2004, and as of the date that the evaluation
of the effectiveness of our disclosure controls and procedures was completed,
our disclosure controls and procedures were effective to satisfy the objectives
for which they are intended.

     There were no changes in our internal control over financial reporting
identified in connection with the evaluation performed that occurred during the
fiscal year covered by this report that has materially affected or is reasonably
likely to materially affect, our internal control over financial reporting.

Item 8B       OTHER INFORMATION.

     None

                                    PART III

Item 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

IDENTIFICATION OF CURRENT DIRECTORS and EXECUTIVE OFFICERS

     The persons who have served as directors and executive officers of Equicap
since May 15, 1998, their ages and positions held in Equicap, are listed below.
Each director will serve until the next annual meeting of shareholders, or until
their respective successors have been elected and duly qualified. Directors
serve one-year terms. Officers hold office at the pleasure of the Board of
Directors, absent any employment agreement, of which none currently exist or are
contemplated. There are no family relationships between any director or
executive officer.

            Name               Age                    Position
            ----               ---                    --------

     Stephen M. Siedow          54       Chief Executive Officer, President and
                                         Chief Financial Officer

BIOGRAPHICAL INFORMATION

     The following is a brief account of the business experience during at least
the past five years of each person who is a director and executive officer at
the time of filing this report, indicating the principal occupation and
employment during that period, and the name and principal business of the
organization in which such occupation and employment were carried out. None of
such persons has ever devoted full time or any significant time to Equicap's
business. These persons have agreed to devote only such time to Equicap's
business as seems reasonable and necessary from time to time.

                                       17

<PAGE>


     STEPHEN M. SIEDOW. Mr. Siedow is president and sole shareholder of Stephen
M. Siedow, P.C., a professional accounting firm providing auditing, management
consulting, tax services and write-up services to corporations, partnerships and
individuals since 1982. Mr. Siedow specializes in public and SEC accounting and
has experience in industries including mining (gold and coal), oil and gas,
construction, and mergers/acquisitions/ liquidations. Prior to that, he was with
the audit department of Ernst & Young, Certified Public Accountants in Denver,
Colorado, for eight years. Mr. Siedow is a member of the American Institute of
Certified Public Accountants and the Colorado Society of Certified Public
Accountants. Mr. Siedow also is a director, executive officer and significant
shareholder of the following companies, all of which are blank check companies:

     o    MNS EAGLE EQUITY GROUP, INC., a Nevada corporation.
     o    MNS EAGLE EQUITY GROUP III, INC., a Nevada corporation.
     o    VIZARIO, INC., a Nevada corporation.

POTENTIAL CONFLICTS of INTEREST

     Equicap's officers and directors are now and may in the future be
affiliated with other blank check companies having a similar business plan to
that of Equicap ("Affiliated Companies") which may compete directly or
indirectly with Equicap. Equicap has not identified a specific business area,
industry or industry segment in which it will seek combination candidates.
Equicap has made a determination that it will not concentrate its search for
combination candidates in any particular business, industry or industry segment,
since any such determination is potentially limiting and confers no advantage to
Equicap or its shareholders. Certain specific conflicts of interest may include
those discussed below.

     1. The interests of any Affiliated Companies from time to time may be
inconsistent in some respects with the interests of Equicap. The nature of these
conflicts of interest may vary. There may be circumstances in which an
Affiliated Company may take advantage of an opportunity that might be suitable
for Equicap. Although there can be no assurance that conflicts of interest will
not arise or that resolutions of any such conflicts will be made in a manner
most favorable to Equicap and its shareholders, the officers and directors of
Equicap have a fiduciary responsibility to Equicap and its shareholders and,
therefore, must adhere to a standard of good faith and integrity in their
dealings with and for Equicap and its shareholders.

     2. The officers and directors of Equicap serve as officers or directors of
one or more Affiliated Companies and may serve as officers and directors of
other Affiliated Companies in the future. Equicap's officers and directors are
required to devote only so much of their time to Equicap's affairs as they deem
appropriate, in their sole discretion. As a result, Equicap's officers and
directors may have conflicts of interest in allocating their management time,
services, and functions among Equicap and any current and future Affiliated
Companies which they may serve, as well as any other business ventures in which
they are now or may later become involved.

     3. The Affiliated Companies may compete directly or indirectly with that of
Equicap for the acquisition of available, desirable combination candidates.
There may be factors unique to Equicap or an Affiliated Company which
respectively makes it more or less desirable to a potential combination
candidate, such as age of the company, name, capitalization, state of
incorporation, contents of the articles of incorporation, etc. However, any such
direct conflicts are not expected to be resolved through arm's-length
negotiation, but rather in the discretion of management. While any such
resolution will be made with due regard to the fiduciary duty owed to Equicap
and its shareholders, there can be no assurance that all potential conflicts can
be resolved in a manner most favorable to Equicap as if no conflicts existed.
Members of Equicap's management who also are members of management of another
Affiliated Company will also owe the same fiduciary duty to the shareholders of
each other Affiliated Company.

     Should a potential acquisition be equally available to and desirable for
both Equicap and the Affiliated Companies, no guideline exists for determining
which company would make the acquisition. This poses a risk to Equicap

                                       18

<PAGE>


shareholders that a desirable acquisition available to Equicap may be made by an
Affiliated Company, whose shareholders would instead reap the rewards of the
acquisition. An Affiliated Company's shareholders of course face exactly the
same risk. Any persons who are officers and directors of both Equicap and an
Affiliated Company do not have the sole power (nor the power through stock
ownership) to determine which company would acquire a particular acquisition. No
time limit exists in which an acquisition may or must be made by Equicap, and
there is no assurance when - or if - an acquisition ever will be completed.

     4. Certain conflicts of interest exist and will continue to exist between
Equicap and its officers and directors due to the fact that each has other
employment or business interests to which he devotes his primary attention. Each
officer and director is expected to continue to do so in order to make a living,
notwithstanding the fact that management time should be devoted to Equicap's
affairs. Equicap has not established policies or procedures for the resolution
of current or potential conflicts of interest between Equicap and its
management.

     As a practical matter, such potential conflicts could be alleviated only if
the Affiliated Companies either are not seeking a combination candidate at the
same time as Equicap, have already identified a combination candidate, are
seeking a combination candidate in a specifically identified business area, or
are seeking a combination candidate that would not otherwise meet Equicap's
selection criteria. It is likely, however, that the combination criteria of
Equicap and any Affiliated Companies will be substantially identical.
Ultimately, Equicap's shareholders ultimately must rely on the fiduciary
responsibility owed to them by Equicap's officers and directors.

     There can be no assurance that members of management will resolve all
conflicts of interest in Equicap's favor. The officers and directors are
accountable to Equicap and its shareholders as fiduciaries, which means that
they are legally obligated to exercise good faith and integrity in handling
Equicap's affairs and in their dealings with Equicap. Failure by them to conduct
Equicap's business in its best interests may result in liability to them. The
area of fiduciary responsibility is a rapidly developing area of law, and
persons who have questions concerning the duties of the officers and directors
to Equicap should consult their counsel.

SIGNIFICANT EMPLOYEES

     None, other than officers of the Company listed above.

COMMITTEES AND BOARD MEETINGS

     Equicap does not have a standing audit, nominating or compensation
committee or any committee performing a similar function although Equicap
intends to form such committees in the future after it combines with an
operating entity.

NO AUDIT COMMITTEE FINANCIAL EXPERT

     Equicap does not have any audit committee financial expert serving on its
board of directors. Equicap currently is a blank check company whose plan of
operation is to seek, and if possible, acquire an operating business or assets
by entering into a business combination. As such, Equicap has no capital
resources and very little business or financial activity. Therefore, Equicap can
not afford to retain a qualified audit committee financial expert, nor does its
business or financial activities currently require the retention of such an
expert.

CODE OF ETHICS

     On May 6, 2004, Equicap's board of directors adopted a code of ethics that
its principal financial officer, principal accounting officer or controller and
any person who may perform similar functions is subject to. Equicap has filed
the code of ethics as exhibit 14 to this Annual Report on Form 10-KSB.

                                       19

<PAGE>
<TABLE>
<CAPTION>


EXCLUSION of DIRECTOR LIABILITY

     Pursuant to the General Corporation Law of Nevada, Equicap's Certificate of
Incorporation excludes personal liability on the part of its directors to
Equicap for monetary damages based upon any violation of their fiduciary duties
as directors, except as to liability for any acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or for improper
payment of dividends. This exclusion of liability does not limit any right which
a director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.

Item 10.      EXECUTIVE COMPENSATION.

CASH and OTHER COMPENSATION

     For the years ended December 31, 2004 and 2003 and through the date of this
report, Equicap has not paid any executive officer or director any cash or cash
equivalent compensation. Equicap has no other agreement or understanding,
express or implied, with any director or executive officer concerning employment
or cash or other compensation for services. Equicap will undoubtedly pay
compensation to officers and other employees should it succeed in acquiring a
business and funds exist for compensation.

COMPENSATION PURSUANT to PLANS

     For the years ended December 31, 2004 and 2003 and through the date of this
report, no director or executive officer has received compensation from Equicap
pursuant to any compensatory or benefit plan. There is no plan or understanding,
express or implied, to pay any compensation to any director or executive officer
pursuant to any compensatory or benefit plan of Equicap, although Equicap
anticipates that it will compensate its officers and directors for services to
Equicap with stock or options to purchase stock, in lieu of cash.

     Equicap currently has in place an employee stock compensation plan and
compensatory stock option plan. Equicap has no long-term incentive plans, as
that term is defined in the rules and regulations of the Securities and Exchange
Commission. There are no other compensatory or benefit plans, such as retirement
or pension plans, in effect or anticipated to be adopted, although other plans
may be adopted by new management following completion of a business combination.

COMPENSATION of DIRECTORS and EXECUTIVE OFFICERS

     The following table sets forth information concerning the compensation of
Equicap's Chairman of the Board, Chief Executive Officer and its other most
highly compensated executive officers for the fiscal years ended December 31,
2004, 2003 and 2002. Such officers are sometimes collectively referred to below
as the "Named Officers."

                                              SUMMARY COMPENSATION TABLE

                                                                   Long-Term Compensation
                                                                  -------------------------
                                  Annual Compensation                      Awards              Payouts
                          -----------------------------------     -------------------------    -------
    (a)                    (b)      (c)        (d)       (e)         (f)            (g)          (h)           (i)
                                                                                 Securities                    All
  Name and                                                        Restricted     Underlying      ($)          Other
  Principal                         ($)        ($)       ($)         Stock         Options       LTIP        Compen-
  Position                Year     Salary     Bonus     Other      Awards($)      & SARs(#)     Payouts      sation($)
---------------------     ----     ------     -----     -----     ----------     ----------     -------     ---------
<S>                       <C>      <C>        <C>       <C>          <C>            <C>          <C>           <C>
Stephen M. Siedow         2004     $  -0-      None     None         None           None         None          None
 Chairman, CEO,           2003     $  -0-      None     None         None           None         None          None
 President and CFO        2002     $  -0-      None     None         None           None         None          None

                                                          20
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


     None of the Named Officers received any form of non-cash compensation from
the Company in the fiscal years ended December 31, 2004, 2003 or 2002, nor
currently receives any such compensation. The Company may, once it is
operational, implement employee benefits that will be generally available to all
its employees and its subsidiary employees, including medical, dental and life
insurance benefits and a 401(k) retirement savings plan.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
 -------------------------------------------------------------------------------------------------
      (a)                   (b)                   (c)                   (d)               (e)
                         Number of             % of Total
                         Securities           Options/SARs
                         Underlying           Granted to
                        Options/SARs           Employees          Exercise of Base     Expiration
   Name                   Granted            in Fiscal Year          Price($/Sh)         Date
-----------------         -------            --------------          -----------         ----
<S>                        <C>                    <C>                    <C>              <C>
Stephen M. Siedow          None                   N/A                   N/A              N/A

                        AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                               and FISCAL-YEAR-END OPTION/SAR VALUES
-------------------------------------------------------------------------------------------------
      (a)                   (b)                   (c)                   (d)               (e)
                                                                    Number of
                                                                   Securities          Value of
                                                                   Underlying         Unexercised
                                                                   Unexercised        In-the-Money
                                                                  Options/SARs        Options/SARs
                                                                  at FY-End (#)       at FY-End ($)

                      Shares Acquired           Value             Exercisable/        Exercisable/
   Name                 on Exercise           Realized($)         Unexercisable       Unexercisable
-----------------       -----------           -----------         -------------       -------------

Stephen M. Siedow          None                   N/A                   N/A              N/A

     None of the Named Officers exercised any options or SARs during the fiscal
year ended December 31, 2004.

EMPLOYEE STOCK COMPENSATION PLAN

     Equicap has adopted the 2000 Employee Stock Compensation Plan for
employees, officers, directors of Equicap and advisors to Equicap (the "ESC
Plan"). Equicap has reserved a maximum of 2,000,000 common shares to be issued
upon the grant of awards under the ESC Plan. Employees will recognize taxable
income upon the grant of common stock equal to the fair market value of the
common stock on the date of the grant and Equicap will recognize a compensating
deduction for compensation expense at such time. The ESC Plan will be
administered by the Board of Directors or a committee of directors. No shares
have been awarded or currently are anticipated to be awarded under the ESC Plan.

COMPENSATORY STOCK OPTION PLAN

     Equicap has adopted the 2000 Compensatory Stock Option Plan for officers,
employees, directors and advisors (the "CSO Plan"). Equicap has reserved a
maximum of 3,000,000 common shares to be issued upon the exercise of options
granted under the CSO Plan. The CSO Plan will not qualify as an "incentive stock
option" plan under Section 422 of the Internal Revenue Code of 1986, as amended.
Options will be granted under the CSO Plan at exercise prices to be determined
by the Board of Directors or other CSO Plan administrator. With respect to
options granted pursuant to the CSO Plan, optionees will not recognize taxable
income upon the grant of options granted at or in excess of fair market value.
However, optionees will realize income at the time of exercising an option to
the extent the market price of the common stock at that time exceeds the option
exercise price, and Equicap must recognize a compensation expense in an amount
equal to any taxable income realized by an optionee as a result of exercising
the option. The CSO Plan will be administered by the Board of Directors or a
committee of directors. No options have been granted or currently are
anticipated to granted under the CSO Plan.

                                       21
</TABLE>

<PAGE>


COMPENSATION OF DIRECTORS

     Equicap has no standard arrangements in place or currently contemplated to
compensate Equicap directors for their service as directors or as members of any
committee of directors.

EMPLOYMENT CONTRACTS

     No person has entered into any employment or similar contract with Equicap.
It is not anticipated that Equicap will enter into any employment or similar
contract unless in conjunction with or following completion of a business
combination.

Item 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

BENEFICIAL OWNERSHIP

     The following table sets forth, as of the date of this report, the stock
ownership of each executive officer and director of Equicap, of all executive
officers and directors of Equicap as a group, and of each person known by
Equicap to be a beneficial owner of 5% or more of its common stock. Except as
otherwise noted, each person listed below is the sole beneficial owner of the
shares and has sole investment and voting power as such shares. No person listed
below has any option, warrant or other right to acquire additional securities of
Equicap, except as may be otherwise noted.

       Name and Address                  Amount & Nature
        of Beneficial                     of Beneficial          Percent
            Owner                           Ownership            of Class
     --------------------                   ---------            --------

     *Stephen M. Siedow                      300,000               76.9%
     13047 W. Iliff Drive
     Lakewood, Colorado 80228

     Paul J. Abbondante                       20,400                5.2%
     700 East Lake Drive, Suite 50
     Orange, California 92866

     *All directors & officers               300,000               76.9%
       as a group (1 person)

     Despite not having received any compensation and not having otherwise
engaged in any transactions involving the acquisition or disposition of assets
with Equicap, the current officers and directors of Equicap may be deemed to be
"promoters" and "founders" of Equicap.

CHANGES in CONTROL

     A change of control of Equicap probably will occur upon consummation of a
business combination, which is anticipated to involve significant change in
ownership of Equicap and in the membership of the board of directors. The extent
of any such change of control in ownership or board composition cannot be
predicted at this time.

                                       22

<PAGE>


Item 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During 2004 and 2003, Equicap incurred corporate, administrative and
accounting fees of approximately $15,600 and $12,000 for services performed by
the Company's president and for expenses paid by the president on behalf of
Equicap. Equicap has a payable to its president in the amount of $97,480 and
$66,775 at December 31, 2004 and 2003, respectively. At the present time, the
Company does not require any office space and Equicap uses the office of its
president for corporate and administrative purposes.

     No officer, director or employee of Equicap received a salary of $60,000 or
more in 2004 or 2003. There were no transactions, or series of transactions, for
the years ended December 31, 2004 or 2003, nor are there any currently proposed
transactions, or series of transactions, to which Equicap is (or Equicap was) a
party, in which the amount exceeds $60,000, and in which to the knowledge of
Equicap any director, executive officer, nominee, five percent or greater
shareholder, or any member of the immediate family of any of the foregoing
persons, have or will have any direct or indirect material interest.

Item 13.      EXHIBITS.

     The following exhibits are filed with this report, except those indicated
as having previously been filed with the Securities and Exchange Commission and
are incorporated by reference to another report, registration statement or form.
As to any shareholder of record requesting a copy of this report, Equicap will
furnish any exhibit indicated in the list below as filed with this report upon
payment to Equicap of its expenses in furnishing the information. Any references
to "Equicap" mean Equicap, Inc.

     3.1  Articles of Incorporation of Equicap, Inc. as filed
          with the Nevada Secretary of  State  on March 13, 2002 .........    1

     3.3  Bylaws of Equicap...............................................    1

     4.1  Specimen common stock certificate...............................    1

     10.1 2000 Compensatory Stock Option Plan of Equicap..................    2

     10.2 2000 Employee Stock Compensation Plan of Equicap................    3

     14   Code of Ethics..................................................    1

     31   Certification of the Chief Executive Officer, President and
          Chief Financial Officer filed pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002 .....................................    1

     32   Certification of the Chief Executive Officer, President and
          Chief Financial Officer pursuant to 18 U.S.C.  Section 1350,
          as adopted pursuant  to Section 906 of the Sarbanes-Oxley
          Act of 2002 ....................................................    1

          1  -   Filed herewith as an exhibit.

          2  -   Incorporated by reference to registration statement on Form
                 S-8, filed on October 27, 2000, SEC file number 333-48784.

          3  -   Incorporated by reference to registration statement on Form
                 S-8, filed on October 27, 2000, SEC file number 333-48786.

                                       23

<PAGE>


ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     The aggregate fees billed for each of the fiscal years ended December 31,
2004 and 2003 for professional services rendered by the principal accountant for
the audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's Form 10-QSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years were $1,000 and $800,
respectively.

AUDIT RELATED FEES

     None

TAX FEES

     The aggregate fees billed for each of the fiscal years ended December 31,
2004 and 2003 for professional services rendered by the principal accountant for
the preparation of the registrant's annual tax returns were $200 and $200,
respectively.

ALL OTHER FEES

     None

PRE-APPROVAL POLICIES AND PROCEDURES

     On May 6, 2004 Equicap's board of directors adopted resolutions in
accordance with the Sarbanes-Oxley Act of 2002 requiring pre-approval of all
auditing services and all audit related, tax or other services not prohibited
under Section 10A(g) of the Securities Exchange Act of 1934, as amended to be
performed for Equicap by its independent auditors, subject to the de minimus
exception described in Section 10A(i)(1)(B) of the Exchange Act. These
resolutions authorized Equicap's independent auditors to perform audit services
required in connection with the annual audit relating to the fiscal year ended
December 31, 2004 and the quarterly reviews for the subsequent fiscal quarters
of 2005 through the review for the quarter ended September 30, 2005 at which
time additional pre-approvals for any additional services to be performed by
Equicap's auditors would be sought from the Board. Equicap's board of directors
also appointed and authorized Stephen M. Siedow to grant pre-approvals of other
audit, audit-related, tax and other services requiring board approval to be
performed for Equicap by our independent auditors, provided that the designee,
following any such pre-approvals, thereafter reports the pre-approvals of such
services at the next following regular meeting of the Board.

INDEX TO FINANCIAL STATEMENTS.

     Report of Independent Registered Public Accounting Firms........  F-1 - F-2

     Balance Sheet as of December 31, 2004...........................     F-3

     Statements of Operations for the years ended December 31,
     2004 and 2003...................................................     F-4

     Statement of Changes in Stockholders' Deficit for the years
     ended December 31, 2004 and 2003................................     F-5

     Statements of Cash Flows for years ended December 31,
     2004 and 2003...................................................     F-6

     Notes to Financial Statements...................................     F-7

                                       24

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Equicap, Inc.

We have audited the accompanying balance sheet of Equicap, Inc. as of December
31, 2004, and the related statements of operations, changes in stockholders'
deficit and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Equicap, Inc. as of December
31, 2004, and the results of its operations and their cash flows for the year
then ended, in conformity with generally accepted accounting principles in the
United States of America.


                                           COMISKEY & COMPANY
Denver, Colorado
March 23, 2005                             PROFESSIONAL CORPORATION

                                      F-1

<PAGE>


                           Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545                                2228 South Fraser Street
                                                                          Unit 1
                                                         Aurora, Colorado  80014



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Equicap, Inc.

I have audited the accompanying statements of operations, changes in
stockholders' deficit and cash flows of Equicap, Inc. for year ended December
31, 2003. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of Equicap, Inc. for
the year ended December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.



/s/  Larry O'Donnell, CPA, P.C.
----------------------------------
     Larry O'Donnell, CPA, P.C.

February 11, 2005

                                      F-2

<PAGE>


                                  EQUICAP, INC.
                                  Balance Sheet
                                December 31, 2004



                                     ASSETS


Total assets                                                          $    --
                                                                      =========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT


Current liabilities:
   Accounts payable                                                   $     250
   Franchise taxes                                                          800
   Due to an officer/stockholder                                         97,480
                                                                      ---------
                                                                         98,530
                                                                      ---------
Stockholders' deficit:
   Preferred stock; no par value; authorized -
      10,000,000 shares; issued - none
   Common stock; no par value; authorized -
      100,000,000 shares; issued and outstanding -
      390,100 shares                                                    167,685
   Contributed capital                                                    6,680
   Retained earnings (deficit)                                         (272,895)
                                                                      ---------
                                                                         98,530
                                                                      ---------

Total liabilities and stockholders' deficit                           $    --
                                                                      =========


                     See notes to the financial statements.

                                      F-3

<PAGE>


                                  EQUICAP, INC.
                            Statements of Operations



                                                         Year ended December 31,
                                                           2004         2003
                                                         ---------    ---------

General and administrative expenses                      $  16,631    $  15,990
Gain on settlement of debt                                  (4,482)
                                                         ---------    ---------

Net loss applicable to common shareholders               $ (12,149)   $ (15,990)
                                                         =========    =========

Basic and diluted net loss per common share              $    (.03)   $    (.04)
                                                         =========    =========


Weighted average number of common shares outstanding       390,100      390,100
                                                         =========    =========


                     See notes to the financial statements.

                                      F-4

<PAGE>


                                  EQUICAP, INC.
                 Statements of Changes in Stockholders' Deficit



                                       Common Stock                    Retained
                                 ----------------------  Contributed   Earnings
                                   Shares       Amount     Capital    (Deficit)
                                 ---------    ---------   ---------   ---------

Balances, December 31, 2002        390,100    $ 167,685   $   6,680   $(244,756)

   Net loss                                                             (15,990)
                                 ---------    ---------   ---------   ---------
Balances, December 31, 2003        390,100      167,685       6,680    (260,746)

   Net loss                                                             (12,149)
                                 ---------    ---------   ---------   ---------
Balances, December 31, 2004        390,100    $ 167,685   $   6,680   $(272,895)
                                 =========    =========   =========   =========


                     See notes to the financial statements.

                                      F-5

<PAGE>
<TABLE>
<CAPTION>


                                  EQUICAP, INC.
                            Statements of Cash Flows



                                                          Year ended December 31,
                                                             2004        2003
                                                           --------    --------
<S>                                                        <C>         <C>
Cash flows from operating activities:
   Net loss                                                $(12,149)   $(15,990)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
     Changes in operating assets and liabilities:
     Gain on settlement of debt                               4,482
     (Decrease) increase in accounts payable                (17,338)      3,124
     (Decrease) increase in franchise taxes                  (5,700)        800
     Increase in amounts due to an officer/stockholder       30,705      12,066
                                                           --------    --------
       Net cash used in operating activities                   --          --
                                                           --------    --------

Cash flows from investing activities:
       Net cash used in investing activities                   --          --
                                                           --------    --------

Cash flows from financing activities:
       Net cash provided by financing activities               --          --
                                                           --------    --------

Net increase (decrease) in cash                                --          --
Cash at beginning of year                                      --          --
                                                           --------    --------
Cash at end of year                                        $   --      $   --
                                                           ========    ========


                     See notes to the financial statements.

                                      F-6
</TABLE>

<PAGE>


                                  EQUICAP, INC.
                          Notes to Financial Statements
                     Years Ended December 31, 2004 and 2003


Note 1 - Organization and Summary of Significant Accounting Policies

Organization of Business
------------------------

The financial statements presented are those of Equicap, Inc. (the "Company").
The Company was incorporated under the laws of the State of California on March
1, 1995. Prior to July 1996, Equicap operated as a business development company
and since that time, has been inactive.

The Company has been exploring sources to obtain additional equity or debt
financing. The Company has also indicated its intention to participate in one or
more as yet unidentified business ventures, which management will select after
reviewing the business opportunities for their profit or growth potential.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reporting amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the periods. Management makes these estimates using the best information
available at the time the estimates are made; however, actual results could
differ materially from these estimates.

Fair Value of Financial Instruments
-----------------------------------

The fair value of the liability due to officer/stockholder is not practicable to
estimate, based upon the related party nature of the underlying transactions.

Comprehensive Income
--------------------

Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income, establishes requirements for disclosure of comprehensive income (loss).
During the years ended December 31, 2004 and 2003, the Company did not have any
components of comprehensive income (loss) to report.

Net Loss Per Share
------------------

SFAS No. 128, Earnings per Share, requires dual presentation of basic and
diluted earnings or loss per share ("EPS") for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation. Basic EPS excludes dilution; diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity.

Basic loss per share is computed by dividing net loss applicable to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects the potential dilution that could
occur if dilutive securities and other contracts to issue common stock were

                                      F-7

<PAGE>


                                  EQUICAP, INC.
                          Notes to Financial Statements
                     Years Ended December 31, 2004 and 2003


exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the Company, unless the effect is to
reduce a loss or increase earnings per share. The Company had no potential
common stock instruments which would result in a diluted loss per share.
Therefore, diluted loss per share is equivalent to basic loss per share.

Stock-Based Compensation
------------------------

SFAS No. 123, Accounting For Stock-Based Compensation, defines a
fair-value-based method of accounting for stock-based employee compensation
plans and transactions in which an entity issues its equity instruments to
acquire goods or services from non-employees, and encourages but does not
require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company, at times, issues shares of common
stock in payment for services rendered to the Company. The estimated fair value
of the shares issued approximates the value of the services provided.

The Company accounts for employee stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
Accounting For Stock Issued To Employees ("APB No. 25") and related
interpretations. Accordingly, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Company's common stock at
the date of the grant over the amount an employee must pay to acquire the stock.

During the years ended December 31, 2004 and 2003, there were no stock options
granted or outstanding.

Recently Issued Accounting Pronouncements
-----------------------------------------

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123(R) Share-Based Payment, which addresses the accounting for share-based
payment transactions. SFAS No. 123(R) eliminates the ability to account for
share-based compensation transactions using APB No. 25, and generally requires
instead that such transactions be accounted and recognized in the statement of
operations based on their fair value. SFAS No. 123(R) will be effective for
public companies that file as small business issuers as of the first interim or
annual reporting period that begins after December 15, 2005. The Company has no
outstanding stock options at December 31, 2004. Therefore, the initial adoption
of this standard is not expected to have an impact on the Company's financial
position and results of operations.

Note 2 - Stockholders' Deficit

Common Stock
------------

The Company has 390,100 shares of its common stock issued and outstanding as of
December 31, 2004. Dividends may be paid on outstanding shares as declared by
the Board of Directors. Each share of common stock is entitled to one vote.

                                      F-8

<PAGE>


                                  EQUICAP, INC.
                          Notes to Financial Statements
                     Years Ended December 31, 2004 and 2003


Preferred Stock
---------------

No shares of preferred stock have been issued or are outstanding. Dividends,
voting rights and other terms, rights and preferences of the preferred shares
have not been designated but may be designated by the Board of Directors from
time to time.

2000 Stock Option Plan
----------------------

The Company has adopted a compensation stock option plan (the "CSO Plan") which
allows for the issuance of options to purchase up to 3,000,000 shares of stock
to employees, officers, directors and consultants of the Company. The CSO Plan
is not intended to qualify as an "incentive stock option plan" under Section 422
of the Internal Revenue Code. Options will be granted under the CSO Plan at
exercise prices to be determined by the Board of Directors or other CSO Plan
administrator. The Company will incur compensation expense to the extent that
the market value of the stock at date of grant exceeds the amount the grantee is
required to pay for the options. No options have been granted under the CSO Plan
to date.

2000 Employee Stock Compensation Plan
-------------------------------------

The Company has adopted an employee stock compensation plan (the "ESC Plan")
which allows for the issuance of up to 2,000,000 shares of stock to employees,
officers, directors and consultants of the Company. The Company will incur
compensation expense to the extent the market value of the stock at date of
grant exceeds the amount the employee is required to pay for the stock (if any).
The ESC Plan will be administered by the Board of Directors or a committee of
directors. No stock has been awarded under the ESC Plan to date.

Note 3 - Income Taxes

The Company recognizes deferred income tax liabilities and assets for the
expected future tax consequences of events that have been recognized in the
financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the differences between the financial
statement carrying amounts and the tax basis of assets and liabilities using
enacted tax rates in effect in the years in which the differences are expected
to reverse.

The Company incurred no income taxes for the years ended December 31, 2004 and
2003. The expected income tax benefit for the years ended December 31, 2004 and
2003 is approximately $1,800 and $2,400, respectively. The difference between
the expected income tax benefit and non-recognition of an income tax benefit in
each period is the result of a valuation allowance applied to deferred tax
assets.

Net operating loss carryforwards of approximately $196,000 at December 31, 2004
are available to offset future taxable income, if any, and expire in 2024. This
results in a net deferred tax asset of approximately $57,000 at December 31,
2004. A valuation allowance in the same amount has been provided to reduce the
deferred tax asset, as realization of the asset is not assured.

                                       F-9

<PAGE>


                                  EQUICAP, INC.
                          Notes to Financial Statements
                     Years Ended December 31, 2004 and 2003


Note 4 - Related Party Transactions

During 2004 and 2003, the Company incurred corporate, administrative and
accounting fees of approximately $15,600 and $12,000 for services performed by
the Company's president and for expenses paid by the president on behalf of the
Company. The Company has a payable to its president in the amount of $97,480 at
December 31, 2004. At the present time, the Company does not require any office
space and the Company uses the office of its president for corporate and
administrative purposes.

Note 5 - Subsequent Event

Equicap, Inc., a Nevada corporation ("Equicap Nevada"), was incorporated on
March 13, 2002, for the purpose of entering into a merger with and redomiciling
its predecessor, Equicap, Inc., a California corporation ("Equicap California").
Effective January 25, 2005, Equicap California was merged into the Company in a
statutory merger (the "Merger"). At the time of the Merger, each share of
Equicap California's no par value common stock issued and outstanding
immediately prior to the Merger was as a result of the Merger changed into one
share of Equicap Nevada's $.001 par value common stock. At the time of the
Merger, Equicap Nevada was a wholly owned subsidiary of Equicap California.

The capital stock which the surviving corporation is authorized to issue is as
follows:

         Common Stock            500,000,000            $.001 par value
         Preferred Stock          10,000,000            $.001 par value

The capital stock account and the paid in capital account will be changed to
accommodate this transaction in the first quarter of 2005.

                                      F-10

<PAGE>


                                   SIGNATURES

     In accordance with section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report on Form 10-KSB to be signed on its
behalf by the undersigned, thereto duly authorized individual.

Date: March 28, 2005

                                            EQUICAP, INC.

                                            By:  /s/  Stephen M. Siedow
                                               --------------------------------
                                                      Stephen M. Siedow,
                                                      Chief Executive Officer,
                                                      President, and
                                                      Chief Financial Officer


     In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.


        Name                             Title                       Date
        ----                             -----                       ----

/s/  Stephen M. Siedow
-----------------------------     Sole Director,                March 28, 2005
     Stephen M. Siedow            Chief Executive Officer,
                                  President, and
                                  Chief Financial Officer

                                       25