**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10−KSB**




(Mark
      One)


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




For
      the
      fiscal year ended: December
      31, 2005





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





For
      the
      transition period from: __________ to ____________




**Commission
      File No.: 0-31091**




**EQUICAP,
      INC.**


---------------------------------------------------


(Exact
      Name of Small Business Issuer as Specified in Its Charter)




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




5528
      Westcott Circle, Frederick, Maryland 21703


----------------------------------------------------------------------------------------------------------------


(Address
      of Principal Executive Offices)





(301)
      717-8267


-----------------------------------------------------------------------------


(Registrant’s
      Telephone Number, Including Area Code)




SECURITIES
      REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE




SECURITIES
      REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT: COMMON STOCK, PAR VALUE
      $0.001




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      Section 15(d) of the Exchange Act. o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d)of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No
o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B 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. o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes
x No o




State
      issuer's revenues for its most recent fiscal year: $0




The
      aggregate market value of voting and non-voting common equity held by
      non-affiliates of the registrant as of March 28, 2006 was not
      determinable.





The
      number of shares of the registrant's common stock outstanding as of March 28,
      2006: **** 990,100
      shares.







**INDEX
      TO FORM 10-KSB ANNUAL REPORT**




Page**Part
                  I**Item
                  1.
              
              
              Description
                  of Business
              
              
              3Item
                  2.
              
              
              Description
                  of Property
              
              
              12Item
                  3.
              
              
              Legal
                  Proceedings
              
              
              12Item
                  4.
              
              
              Submission
                  of Matters to a Vote of Security Holders
              
              
              12**Part
                  II**Item
                  5.
              
              
              Market
                  for Common Equity and Related Stockholder Matters
              
              
              13Item
                  6.
              
              
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              
              
              15Item
                  7.
              
              
              Financial
                  Statements
              
              
              20Item
                  8.
              
              
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
Disclosure
              
              
              20Item
                  8A
              
              
              Controls
                  and Procedures
              
              
              21Item
                  8B
              
              
              Other
                  Information
              
              
              21**Part
                  III**Item
                  9.
              
              
              Directors,
                  Executive Officers, Promoters and Control Persons; Compliance with
                  Section
                  16(a) of the Exchange Act
              
              
              21Item
                  10.
              
              
              Executive
                  Compensation
              
              
              22Item
                  11.
              
              
              Security
                  Ownership of Certain Beneficial Owners and Management
              
              
              23Item
                  12.
              
              
              Certain
                  Relationships and Related Transactions
              
              
              26Item
                  13.
              
              
              Exhibits
              
              
              27Item
                  14.
              
              
              Principal
                  Accountant Fees and Services
              
              
              28Signatures
              
              
              29Financial
                  Statements
              
              
              F-1







**FORWARD-LOOKING
      STATEMENTS**




This
      report contains forward-looking statements and information relating to us that
      are based on the beliefs of our management as well as assumptions made by,
      and
      information currently available to, our management. When used in this report,
      the words "anticipate", "believe", "estimate", "expect", "intend", "plan" and
      similar expressions, as they relate to us or our management, are intended to
      identify forward-looking statements. These statements reflect management's
      current view of us 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; federal or state laws or
      regulations having an adverse effect on proposed transactions that we desire
      to
      effect; 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.




**PART
      I**




When
      used
      in this report, the terms “Equicap”, "Company", "we", "our" and "us" refer to
      us, Inc.




**ITEM
      1. DESCRIPTION OF BUSINESS.**




***Background***





Reincorporation





Equicap,
      Inc. 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 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.




3




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, the former 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.




4




Recent
      Change of Control Transaction





An
      Information Statement was mailed on January 5, 2006, to holders of record on
      December 16, 2005, of shares of our common stock, par value $0.001 per share,
      in
      connection with the change of control and composition of our Board of Directors,
      as contemplated by a Securities Purchase Agreement, dated as of December 28,
      2005, by and among us, Duluth Venture Capital Partners, LLC (Duluth), and
      purchasers La Pergola Investments Ltd. (La Pergola), Fountainhead Investments,
      Inc. (“Fountainhead”), Gaha Ventures, LLC (“Gaha”) and G4, LLC. Duluth was the
      owner of a convertible note that was convertible into 600,000 shares of our
      common stock. Duluth converted the note and immediately sold the underlying
      600,000 shares (constituting approximately 60.6% of our issued and outstanding
      equity interests and voting rights) to the Purchasers, in exchange for Four
      Hundred Ninety-Two Thousand, Five Hundred Dollars ($492,500). In addition,
      on
      December 28, 2005, La Pergola, Fountainhead and Gaha acquired 6,333, 6,334
      and
      6,333 shares of the Company’s Common Stock, respectively, from Sheridan Clearing
      Corporation. As of the record date, we had approximately 390,100 shares of
      common stock outstanding. The sale resulted in a change in control of the
      Company.




In
      connection with entering into the Securities Purchase Agreement, Stephen M.
      Siedow resigned from all offices that he held with us, effective as of the
      closing date **,** and as
      our sole director, effective as of January 15, 2006 (the tenth day following
      the
      mailing of the Information Statement to our stockholders). Thomas W. Colligan
      was appointed as our new director, and as our Chief Executive Officer,
      President, Treasurer and Secretary, effective immediately. For further
      information on the Securities Purchase Agreement and our change of control,
      please refer to our Current Report on Form 8-K and our Notice on Form 14F-1
      filed on January 3, 2006.




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 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.




5




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.




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.




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




6




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




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




·
            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;




·
            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;




·
            The
                extent to which the candidate can be
                advanced;




·
            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;




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




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




·
            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.




7




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 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. The required audited financial statements must be
      available at the time of closing so that Equicap will be able to comply with
      its
      disclosure requirements under the Exchange Act. 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.




8




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. 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.




9




Following
      consummation of a combination, management anticipates that Equicap will file
      a
      current report on Form 8−K with the Commission which discloses all of the
      information regarding the acquisition target that the acquisition target would
      be required to disclose in a Form 10 or Form 10-SB Exchange Act registration
      statement, including, 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, and all of the
      disclosure about the target company required under ITEM 303 of Regulation S−B
      (Management’s Discussion and Analysis or Plan of Operation).




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
      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.




10




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.




***Competition***




We
      are in
      direct competition with many entities in our efforts to locate suitable business
      opportunities. Our competitors are 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 consultant firms and private individual
      investors. In addition, we are competing with numerous other blank check
      companies for such opportunities. Many of our competitors will possess greater
      financial resources and will be able to assume greater risks than those which
      we, with our limited capital, could consider. Many of these competing entities
      will also possess significantly greater experience and contacts than our
      management.




***Regulation***




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.




11




The
      states generally are free to enact legislation or adopt rules that prohibit
      secondary trading in the securities of "blank check" companies like ours.
      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 us as a precondition to secondary trading
      of its shares in those states, they cannot, so long as we are a reporting
      issuer, prohibit, limit or condition trading in our securities based on the
      fact
      that we are or ever was a blank check company. We will comply with such state
      limited notice filings as may be necessary in regard to secondary trading.
      At
      this time, our stock is not actively traded in any market, and an active market
      in our common stock is not expected to arise, if ever, until after completion
      of
      a business combination.




***Employees***




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




**ITEM
      2. DESCRIPTION OF PROPERTY.**




We
      do not
      own or lease any real estate or other properties at the present time. We do
      not
      require any office space and we have utilized the office of our President and
      CEO, Mr. Thomas W. Colligan, for corporate and administrative purposes. This
      arrangement will continue until we raise funding to originate a business or
      complete an acquisition of an operating business, in which latter event our
      offices will undoubtedly 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 us or
      any
      of our officers, directors or control persons of which management is
      aware.




**ITEM
      4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.**




No
      matters were submitted to a vote or for the written consent of security
      shareholders during the fourth quarter of our fiscal year ended December 31,
      2005, and no meeting of shareholders was held.




12


**PART
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS.**




There
      currently is no public market for our common stock, and no assurance can be
      given that a market will develop or that a shareholder will ever 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 our 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
      to
      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 our common shares are
      considered "penny stocks", many brokers will be reluctant or will refuse to
      effect transactions in our shares, and many lending institutions will not permit
      the use of penny stocks as collateral for any loans.




***Common
      Stock***




Our
      Certificate of Incorporation, as amended, authorizes 500,000,000 shares of
      common stock, $0.001 par value. As of March 28, 2006, we had 990,100 shares
      outstanding, which were held by 406 stockholders of record.




***Preferred
      Stock***




Our
      Certificate of Incorporation, as amended, authorizes 10,000,000 shares of blank
      check Preferred Stock, $0.001 par value. As of December 31, 2005, no shares
      of
      preferred stock were outstanding.




***Holders***




We
      have
      approximately 406 shareholders of record. We have 990,100 common shares issued
      and outstanding, of which (i) 74,043 shares are unrestricted and not held by
      affiliates and (ii) 916,057 shares are restricted but subject to Rule 144 and
      not held by affiliates.




***Market***




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




13




***Dividend
      Policy***




We
      have
      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 we will declare
      or
      pay any such dividends in the foreseeable future.




***Securities
      Authorized for Issuance under Equity Compensation
      Plans***




The
      following table discloses information as of December 31, 2005 with respect
      to
      compensation plans (including individual compensation arrangements), if any,
      under which our equity securities are authorized for issuance.


**Plan
                  Category**
              **(a)**
                **Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights**
              **(b)**
                **Weighted-average
                  exercise price of outstanding options, warrants and
                  rights**
              **(c)**
                **Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (a)****Equity
                  compensation plans approved by security holders**
                2000
                  Employee Stock Compensation Plan
                
                2000
                  Compensatory Stock Option Plan
              0
                
                0
              N/A
                
                N/A
              2,000,000
                
                3,000,000**Equity
                  compensation plans not approved by security holders**
                
                NONE
              N/A
              N/A
              N/A**Total**
              0
              -
              5,000,000




***Registrar
      and Transfer Agent***




Our
      registrar and transfer agent is Executive Registrar & Transfer, Inc., 3615
      South Huron Street, Englewood, California 80110; telephone (303)
      783-9055.




***Recent
      Sales of Unregistered Securities***




Information
      regarding unregistered sales of securities by us has been previously disclosed
      in current reports on Form 8-K filed during fiscal year 2005 and is not being
      repeated in this annual report.




14


**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS.**




***Overview***




We
      are 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. We will not be restricted in our 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 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 our shareholders. For further
      information on our plan of operation and business, see PART I, Item 1
      above.




***Plan
      of Operation***




We
      do not
      intend to do any product research or development. We do 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, we do 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.




Our
      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. We thus anticipated
      incubating client companies. We have not had any operations or revenues since
      July 1996. We anticipate no operations unless and until we complete a business
      combination as described above.




***Results
      of Operations***




*Fiscal
      Year ended December 31, 2005 compared to December 31, 2004*




For
      the
      year ended December 31, 2005, we had no revenues and incurred a net loss of
      $47,999, as compared to a net loss of $12,149 for the year ended December 31,
      2004. General and administrative expenses in 2005 related to accounting and
      legal fees, franchise taxes, miscellaneous filing fees, transfer agent fees
      and
      other miscellaneous expenses, of which approximately $47,999 were related party
      expenses. 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.




***Liquidity
      and Capital Resources***




We
      had no
      cash on hand at December 31, 2005 and had no other assets to meet ongoing
      expenses or debts that may accumulate. As of such date, we have accumulated
      a
      deficit of $ 320,894 .
      As of
      December 31, 2005 we had accrued expenses totaling $ 13,617 consisting of amounts due for professional fees.




15




We
      have
      no commitment for any capital expenditure and foresee none. However, we will
      incur routine fees and expenses incident to our reporting duties as a public
      company, and we will incur expenses in finding and investigating possible
      acquisitions and other fees and expenses in the event we make an acquisition
      or
      attempt but are unable to complete an acquisition. Our 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 $25,000 in the fiscal
      year ending December 31, 2006. 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.




The
      existence and amounts our debt may make it more difficult to complete, or
      prevent completion of, a desirable acquisition.




We
      will
      only be able to pay our future debts and meet operating expenses by raising
      additional funds, acquiring a profitable company or otherwise generating
      positive cash flow. As a practical matter, we are unlikely to generate positive
      cash flow by any means other than acquiring a company with such cash flow.
      We
      believe that management members or shareholders will loan funds to us as needed
      for operations prior to completion of an acquisition. Management and the
      shareholders are not obligated to provide funds to us, however, and it is not
      certain they will always want or be financially able to do so. Our shareholders
      and management members who advance money to us to cover operating expenses
      will
      expect to be reimbursed, either by us or by the company acquired, prior to
      or at
      the time of completing a combination. We have no intention of borrowing money
      to
      reimburse or pay salaries to any of our officers, directors or shareholders
      or
      their affiliates. There currently are no plans to sell additional securities
      to
      raise capital, although sales of securities may be necessary to obtain needed
      funds. Our current management has agreed to continue their services to us 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,
      we
      would be forced to turn to outside parties to either loan money to us or buy
      our
      securities. There is no assurance whatever that we will be able at need to
      raise
      necessary funds from outside sources. Such a lack of funds could result in
      severe consequences to us, including among others:




·
            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 our
                stock and could result in fines and penalties to us under the Exchange
                Act;




·
            curtailing
                or eliminating our ability to locate and perform suitable investigations
                of potential acquisitions; or




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




We
      hope
      to require potential candidate companies to deposit funds with us that we can
      use to defray professional fees and travel, lodging and other due diligence
      expenses incurred by our 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.




***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.
      Our 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 our financial statements.




16




***Off-Balance
      Sheet Arrangements***





We
      do 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.




***Inflation***




We
      believe that inflation has not had a material impact on our results of
      operations for the years ended December 31, 2005 or December 31,
      2004.




***Seasonality***





We
      do not
      expect any variations in revenues and operating costs due to
      seasonality.




***Risk
      Factors That May Affect Future Operating Results***





At
      this
      time our shares are speculative and involve a high degree of risk. You should
      carefully consider the risks described below before making an investment
      decision. Additional risks and uncertainties not presently known to us or that
      we currently deem immaterial may also impair our business
      operations.




**We
      have had no operating history nor any revenues or earnings from
      operations** **.**





We
      have
      had no operating history nor any revenues or earnings from
      operations .
      We have
      no significant assets or financial resources. We have operated at a loss to
      date
      and will, in all likelihood, continue to sustain operating expenses without
      corresponding revenues, at least until the consummation of a business
      combination.




**Our
      management does not devote its full time to our business and
      operations** **.**





Our
      management only devotes minimal time to our business. Management does not any
      written employment agreement with us, and is not expected to enter into one.
      Our
      management serves only on a part−time basis and has had limited experience in
      the business activities contemplated by us, yet our Company will be solely
      dependent on him. We lack the funds or other incentive to hire full−time
      experienced management. Management has other employment or business interests
      to
      which he devotes his primary attention and will continue to do so, devoting
      time
      to the Company only on an as−needed basis.




**We
      may have conflicts of interest with our management team** **.**





Our
      officers and directors may in the future be affiliated with other blank check
      companies having a similar business plan to that of our Company (Affiliated
      Companies) which may compete directly or indirectly with us. Certain specific
      conflicts of interest may include those discussed below.




·
            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.




17




·
            The
                officers and directors of Equicap 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.




·
            The
                Affiliated Companies may compete directly or indirectly with 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 or
                will be
                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 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.




·
            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.




18




Our
      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.
      Therefore, our assets could be used or attached to satisfy any liabilities
      subject to this indemnification.





**Our
      proposed operations are purely speculative** **.**





The
      success of our proposed plan of operation will depend to a great extent on
      the
      operations, financial condition and management of the identified target company.
      While business combinations with entities having established operating histories
      are preferred, there can be no assurance that we will be successful in locating
      candidates meeting these criteria. If we complete a business combination, the
      success of our operations will be dependent upon management of the target
      company and numerous other factors beyond our control. 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.




**We
      are subject to the penny stock rules** **.**




Our
      securities may be classified as penny stock. The Securities and Exchange
      Commission has adopted Rule 15g-9 which establishes the definition of a "penny
      stock," for purposes relevant to us, as any equity security that has a market
      price of less than $5.00 per share or with an exercise price of less than $5.00
      per share whose securities are admitted to quotation but do not trade on the
      Nasdaq SmallCap Market or on a national securities exchange. For any transaction
      involving a penny stock, unless exempt, the rules require delivery of a document
      to investors stating the risks, special suitability inquiry, regular reporting
      and other requirements. Prices for penny stocks are often not available and
      investors are often unable to sell this stock. Thus, an investor may lose his
      investment in a penny stock and consequently should be cautious of any purchase
      of penny stocks.




**We
      may have significant difficulty in locating a viable business combination
      candidate** **.**





We
      are
      and will continue to be an insignificant participant in the business of seeking
      mergers with and acquisitions of business entities. A large number of
      established and well-financed entities, including venture capital firms, are
      active in mergers and acquisitions of companies which may be merger or
      acquisition target candidates for us. Nearly all of these competitors have
      significantly greater financial resources, technical expertise and managerial
      capabilities than we do and, consequently, we will be at a competitive
      disadvantage in identifying possible business opportunities and successfully
      completing a business combination. Moreover, we will also compete with numerous
      other small public companies in seeking merger or acquisition
      candidates.




19





**It
      is possible that the per share value of your stock will decrease upon the
      consummation of a business combination** **.**





A
      business combination normally will involve the issuance of a significant number
      of additional shares. Depending upon the value of the assets acquired in a
      business 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.




**Any
      business combination that we engage in may have tax effects on
      us** **.**





Federal
      and state tax consequences will, in all likelihood, be major considerations
      in
      any business combination that we may undertake. Currently, a business
      combination may be structured so as to result in tax-free treatment to both
      companies pursuant to various federal and state tax provisions. We intend to
      structure any business combination so as to minimize the federal and state
      tax
      consequences to both us and the target company; however, there can be no
      assurance that a business combination will meet the statutory requirements
      of a
      tax-free reorganization or that the parties will obtain the intended tax-free
      treatment upon a transfer of stock or assets. A non-qualifying reorganization
      could result in the imposition of both federal and state taxes which may have
      an
      adverse effect on both parties to the transaction.




**ITEM
      7. FINANCIAL STATEMENTS.**




Our
      consolidated financial statements for the fiscal years ended December 31, 2005
      and 2004, and the reports thereon of Paritz & Company, PA and Comiskey &
Company, PC, respectively are included in this annual report.




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




On
      February 27, 2006, Paritz & Company, PA (Paritz) was appointed as our
      independent auditor for the fiscal year ended December 31, 2005. At such time,
      Comiskey & Company, PC (Comiskey) was dismissed as our independent auditor.
      The decision to change auditors was approved by our Board of Directors on
      February 27, 2006.





Comiskey
      audited the Company’s financial statements for the fiscal year ended December
      31, 2004 and Comiskey’s report is included in the Company’s annual report on
      Form 10-KSB for the year then ended. Another auditor audited the Company’s
      financial statements for the fiscal year ended December 31, 2003. Comiskey’s
      reports on the Company’s financial statements for the fiscal year ended December
      31, 2004 did not contain an adverse opinion, disclaimer of opinion, nor were
      they qualified or modified as to uncertainty, audit scope or accounting
      principles.





During
      our most recent completed fiscal year and during the subsequent periods or
      the
      Reporting Periods, with respect to the financial statements, there were no
      disagreements with Comiskey on any matter of accounting principals or practices,
      financial statement disclosure, or auditing scope or procedure, which
      disagreement, if not resolved to the satisfaction of Comiskey, would have caused
      it to make reference to the subject matter of the disagreements in connection
      with its report with respect to the financial statements of the Reporting
      Periods.





20





**ITEM
      8A.** **CONTROLS
      AND PROCEDURES.**




Within
      90
      days of the filing of this Form 10−QSB, an evaluation was carried out by Thomas
      W. Colligan, our President, CEO and Treasurer, 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−QSB, 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. Colligan concluded
      that as of December 31, 2005, 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.




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




Our
      directors and officers as of March 15, 2005, are:




**Name**
            
            **Age**
            
            **Position(s)
                with the Company**Thomas
                W. Colligan
            
            35
            
            Director,
                Chief Executive Officer, President, Treasurer and Secretary




***Thomas
      W. Colligan*** has been
      our director, chief executive officer, president, treasurer and secretary since
      December 28, 2005. He is also currently the business development manager of
      Adventist Healthcare, Inc. and has held such position since June 2005. Mr.
      Colligan has also been an adjunct professor of psychology at Montgomery College,
      Maryland, since 2003 and a Group Psychotherapist with J&E Associates in
      Maryland since November 2001. Mr. Colligan holds a Masters Degree in Social
      Work
      and specializes in the delivery of quality behavioral healthcare to individuals
      and groups. Prior to joining Adventist, Mr. Colligan’s work focused on the
      investigation and analysis of clinical data relating to behavioral health
      through his work as a Clinical Research Coordinator and Psychotherapist with
      the
      Centers for Behavioral Health in Maryland. Mr. Colligan has also co-authored
      three works: “Understanding Workplace Stress - Journal of Workplace Behavioral
      Health;” “Measuring cultural climate in a uniformed services medical center, *Military
      Medicine* ,
      164(3),
      202-208;” and “Spouse abuse: Physician guidelines to identification, diagnosis,
      and management in the uniformed services, *Military
      Medicine* ,
      164(1),
      30-36.” Mr. Colligan is currently an MBA candidate at Frostburg State University
      in Maryland. He expects to matriculate in August 2006. Other than Equicap,
      Mr.
      Colligan is not a director, executive officer or significant shareholder of
      any
      public reporting company.




Mr.
      Colligan expects to spend approximately five hours per month on the business
      and
      affairs of Equicap.




21




***Audit
      Committee Financial Expert***




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.




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, Our 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. We have filed the code of ethics
      as
      exhibit 14 to this Annual Report on Form 10−KSB.




**ITEM
      10. EXECUTIVE COMPENSATION.**




***Compensation
      of Executive Officers***





The
      following table sets forth information concerning the compensation of executive
      officers for the fiscal years ended December 31, 2005, 2004 and 2003. Such
      officers are sometimes collectively referred to below as the "Named
      Officers."




None
      of
      the Named Officers received any form of non-cash compensation from us in the
      fiscal years ended December 31, 2005, 2004 or 2003. We may, once we are
      operational, implement employee benefits that will be generally available to
      all
      employees and subsidiary employees, including medical, dental and life insurance
      benefits and a 401(k) retirement savings plan.




**Summary
      Compensation Table**


**Annual
                  Compensation**
              
              **Long-Term
                  Compensation****Awards**
              
              **Payouts****Name
                  and Principal Position**
              
              **Year
                  (1)**
              
              **Salary
                  ($)**
              
              **Bonus
                  (2)**
              
              **Other
                  Annual**
                **Compensation
                  ($)**
              
              **Restricted
                  Stock Awards ($)**
              
              **Securities
                  Underlying Options/SARs**
              
              **LTIP
                  Payouts**
              
              **All
                  Other Compensation**Stephen
                  M. Siedow (1)
              
              
              2005
              
              $
              -0-
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --Chairman,
                  CEO,
              
              
              2004
              
              $
              -0-
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --President
                  & Treasurer
              
              
              2003
              
              $
              -0-
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --Thomas
                  W. Colligan (2)
              
              
              2005
              
              $
              -0-
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --Chairman,
                  CEO,
              
              
              2004
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --President
                  & Treasurer
              
              
              2003
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --


_____________________________


(1)  In
      connection with our entry into the Securities Purchase Agreement, on December
      28, 2005, Stephen M. Siedow resigned from all offices that he held with us,
      effective as of that date **,** and as
      our sole director, effective as of January 15, 2006. Mr. Siedow, who was our
      only officer and director prior to December 28, 2005, did not accrue and did
      not
      receive any compensation for his services performed during the past three
      calendar years.




22




(2)  On
      December 28, 2005, Thomas W. Colligan was appointed as our new director, and
      as
      our Chief Executive Officer, President, Treasurer and Secretary, effective
      immediately. Mr. Colligan has not received any compensation from
      us.





**Option
      Grants in Last Fiscal Year**





The
      following table sets forth the grant of stock options, if any, made during
      the
      year ended December 31, 2005 to the persons named in the Summary Compensation
      Table:





**Name**
            **Number
                of Securities Underlying Options/SARs Granted**
            **%
                of Total Options/SARs Granted to Employees in Fiscal
                Year**
            **Exercise
                of Base Price ($/Sh)**
            **Expiration
                Date**Stephen
                M. Siedow
            None
            N/A
            N/A
            N/AThomas
                W. Colligan
            None
            N/A
            N/A
            N/A








**Aggregated
      Option/SAR Exercises in Last Fiscal Year**


**and
      Fiscal-Year-End Option/SAR Values**





The
      following table sets forth information with respect to unexercised stock
      options, if any, held by the persons named in the Summary Compensation Table
      at
      December 31, 2005. No stock options were exercised in 2005 by those persons.





**Name**
            
            **Number
                of Securities Underlying Unexercised Options/SARs at FY-End
                (#)**
            **Value
                of Unexercised In-the-Money Options/SARs at FY-End
                ($)****Shares
                Acquired on Exercise**
            **Value
                Realized ($)**
            **Exercisable/**
              **Unexercisable**
            **Exercisable/**
              **Unexercisable**Stephen
                M. Siedow
            None
            N/A
            N/A
            N/AThomas
                W. Colligan
            None
            N/A
            N/A
            N/A





***Compensation
      of Directors***





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




23




***Employment
      Agreements***





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




***Benefit
      Plans***




We
      have
      adopted the 2000 Employee Stock Compensation Plan for our employees, officers,
      directors and advisors (the ESC Plan). We have 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 the
      Company 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.




We
      have
      adopted the 2000 Compensatory Stock Option Plan for our officers, employees,
      directors and advisors (the “CSO Plan”). The Company 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 the Company 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.




***Compliance
      with Section 16(a) of the Securities Exchange Act***




Section
      16(a) of the Exchange Act requires our executive officers and directors, and
      person who beneficially own more than ten percent of our equity securities,
      to
      file reports of ownership and changes in ownership with the Securities and
      Exchange Commission. Officers, directors and greater than ten percent
      shareholders are required by SEC regulation to furnish us with copies of all
      Section 16(a) forms they file. Based on its review of the copies of such forms
      received by us, we believe that during the year ended December 31, 2005, all
      such filing requirements applicable to its officers and directors were complied
      with.




**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT.**




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.




24




**Name
                and Address of Beneficial Owner (1)**
            
            **Number
                of Shares (2)**
            
            **Percentage
                of**
              **Common
                Stock (3)**Thomas
                W. Colligan
              5528
                Westcott Circle
              Frederick,
                Maryland 21703
            
            
            0
            
            
            0
            %Stephen
                M. Siedow
              13047
                W. Iliff Drive
              Lakewood,
                Colorado 80228
            
            
            300,000
            
            
            30.3
            %Paul
                J. Abbondante
              700
                East Lake Drive,
              Suite
                50
              Orange,
                California 92866
            
            
            20,400
            
            
            5.2
            %La
                Pergola Investments Ltd. (4)
              Portman
                House
              Hue
                Street, Helier, Jersey
            
            
            174,333
            
            
            17.6
            %Fountainhead
                Investments, Inc.(5)
              8618
                West 3rd Street,
              Los
                Angeles, CA  90048
            
            
            222,334
            
            
            22.4
            %Gaha
                Ventures, LLC (6)
              25
                Elm Street
              Woodbury,
                NY 11797
            
            
            114,333
            
            
            11.5
            %G4,
                LLC (7)
              57
                Rofay Drive
              East
                Northport, NY 11731
            
            
            108,000
            
            
            10.9
            %Directors
                and Officers
              as
                a Group (8)
            
            
            0
            
            
            0
            %




(1)
            Beneficial
                Ownership is determined in accordance with the rules of the Securities
                and
                Exchange Commission and generally includes voting or investment power
                with
                respect to securities. Each of the beneficial owners listed above
                has
                direct ownership of and sole voting power and investment power with
                respect to the shares of our common stock.




(2)
            A
                total of 990,100 shares of our common stock are considered to be
                outstanding pursuant to SEC Rule 13d-3(d)(1).  For each Beneficial
                Owner above, any options exercisable within 60 days have been included
                in
                the denominator.




(3)
            Based
                on 990,100 shares of our common stock that are outstanding after
                the
                consummation of the Securities Purchase
                Agreement.




(4)
            La
                Pergola Investments, Inc. is controlled by David
                Cantor.




(5)
            Fountainhead
                Investments, Inc. is controlled by Peter
                Zachariou.




(6)
            Gaha
                Ventures, LLC. is controlled by Jodi
                Kirsch.




(7)
            G4,
                LLC is controlled by Virginia Casadonte.




(8)
            Consists
                of 1 person Thomas W. Colligan.




25





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.




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**




Except
      as
      described in the following paragraphs, none of our directors or officers, nor
      any of the incoming directors, nor any person who beneficially owns, directly
      or
      indirectly, shares carrying more than 10% of the voting rights attached to
      the
      our outstanding shares, nor any of our promoters, nor any relative or spouse
      of
      any of the foregoing persons has any material interest, direct or indirect,
      in
      any transaction for the past two years or in any presently proposed transaction
      which, in either case, has affected, or will materially affect the Company.
      None
      of the our directors or officers, nor any incoming director, is indebted to
      the
      Company.




During
      2005 and 2004, the Company incurred corporate, administrative and accounting
      fees of approximately $ 47,999 and
      $15,600 for services performed by our president and for expenses paid by him
      on
      behalf of the Company. We had a payable to our president in the amount of $0
      and
      $97,480 at December 31, 2005 and 2004, respectively.




On
      December 13, 2005, we entered into an Amendatory Agreement with Duluth
      Venture Capital Partners, LLC (Duluth), with respect to $132,912 in accounts
      payable owed by the Company. Duluth had purchased such accounts payable
      from our former sole officer and director, Stephen M. Siedow. The accounts
      payable reflect amounts advanced by Mr. Siedow for accounting, legal and other
      expenses of the Company. Pursuant to the Amendatory Agreement, we agreed to
      convert the accounts payable into a Convertible Promissory Note (the Note).
      The
      Note was non-interest bearing, payable on demand and convertible
      into 600,000 shares of our common stock.  On December 28, 2005, Duluth
      converted the Note into 600,000 shares of  our common stock.  These
      shares were sold on the same date, pursuant to a Secu rities
      Purchase Agreement, to La Pergola Investments Ltd., Fountainhead Investments,
      Inc., Gaha Ventures, LLC and G4, LLC.




26


**ITEM
      13. EXHIBITS**




**Exhibit
                Number**
            **Exhibit
                Description**3.1
            Certificate
                of Incorporation of the Company filed March 13, 2002, is incorporated
                herein by reference to Exhibit 3.1 to the Annual Report on Form 10-KSB
                of
                the Company for the fiscal year ended December 31,
                2004.3.2
            Bylaws
                of the Company is incorporated herein by reference to Exhibit 3.2
                to the
                Annual Report on Form 10-KSB of the Company for the fiscal year ended
                December 31, 2004.4.1
            Specimen
                common stock certificate of the Company is incorporated herein by
                reference to Exhibit 4.1 to the Annual Report on Form 10-KSB of the
                Company for the fiscal year ended December 31, 2004.10.1
            Equicap,
                Inc. 2000 Compensatory Stock Option Plan is incorporated herein by
                reference to Exhibit 10.1 to the Annual Report on Form 10-KSB of
                the
                Company for the fiscal year ended December 31, 2004.10.2
            Equicap,
                Inc. 2000 Employee Stock Compensation Plan is incorporated herein
                by
                reference to Exhibit 10.2 to the Annual Report on Form 10-KSB of
                the
                Company for the fiscal year ended December 31, 2004.10.3
            Securities
                Purchase Agreement, dated December 28, 2005, among the Company and
                the
                Purchasers who are parties thereto is incorporated by reference to
                Exhibit
                10.1 to the Company’s Current Report on Form 8-K, filed on January 3,
                2006.14
            Code
                of Ethics is incorporated by reference to Exhibit 14 to the Annual
                Report
                on Form 10-KSB of the Company for the fiscal year ended December
                31,
                2004.21
            Description
                of Subsidiaries23
            Consent
                of Comiskey & Company, PC31
            Rule
                13a-14(a)/15d-14(a) Certifications by the Principal Executive and
                Financial Officer32
            Section
                1350 Certifications by the Principal Executive Officer and Principal
                Financial Officer







27




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**




***Audit
      Fees***





The
      aggregate fees billed for each of the fiscal years ended December 31, 2005
      and
      2004 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 $ 3,133 and
      $1,000, respectively.




***Audit
      Related Fees***





None







***Tax
      Fees***





The
      aggregate fees billed for each of the fiscal years ended December 31, 2005
      and
      2004 for professional services rendered by the principal accountant for the
      preparation of the registrant's annual tax returns were $350 and $200,
      respectively.




***All
      Other Fees***





None




***Pre-Approval
      Policies And Procedures***





On
      February 27, 2006 our 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 us by
      our
      independent auditors, subject to the de minimus exception described in Section
      10A(i)(1)(B) of the Exchange Act. These resolutions authorized our independent
      auditors to perform audit services required in connection with the annual audit
      relating to the fiscal year ended December 31, 2005 and the quarterly reviews
      for the subsequent fiscal quarters of 2006 through the review for the quarter
      ended September 30, 2006, 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 Thomas
      W.
      Colligan 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.




28


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 31, 2006





Equicap,
      Inc.








By: /s/
      Thomas W. Colligan


Thomas
      W.
      Colligan


Director,
      CEO, President and Treasurer





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.






Signature
            Title
            Date/s/
                Thomas W. Colligan
              
              Thomas
                W. Colligan
            Director,
                CEO, President and Treasurer
            March
                31, 2006





29






**EQUICAP,
                INC.**
              
              
              FINANCIAL
                STATEMENTS
              
              WITH
              REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
              
              YEARS
                ENDED DECEMBER 31, 2005 AND 2004











**Paritz
                & Company, P.A.**
            
            15
                Warren Street, Suite 25
              Hackensack,
                New Jersey 07601
              (201)342-7753
              Fax:
                (201) 342-7598
              E-Mail:
                paritz @paritz.comCertified
                Public Accountants





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





Board
      of
      Directors


Equicap,
      Inc.








We
      have
      audited the accompanying balance sheet **** as
      of
      December 31, 2005 and the related statements of operations, changes in
      stockholders’ deficiency and cash flows for the year ended December 31, 2005.
      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. The financial statements of Equicap, Inc. as of December 31,
      2004
      were audited by other auditors whose report dated March 25, 2005 expressed
      an
      unqualified opinion on those statements.





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 2005 financial statement referred to above presents fairly, in
      all
      material respects, the financial position of Equicap, Inc. as of December 31,
      2005 and the results of its operations and its cash flows for the year then
      ended in conformity with accounting principles generally accepted in the United
      States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company has suffered recurring net losses
      and as of December 31, 2005 its current liabilities and total liabilities
      exceeded its current assets and total assets by $13,617. These factors raise
      substantial doubt about the Company’s ability to continue as a going concern.
      The accompanying financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.














Hackensack,
      New Jersey


March
      31,
      2006











***C*** ***omiskey*** *Professional
      Corporation*


***&*** ****** ***C*** ***ompany***








**Report
      of Independent Registered Public Accounting Firm**











We
      have
      audited the accompanying statements of operations, changes in stockholder’s
      deficit, and cash flows for the year ended December 31, 2004. 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 results of its operations, changes in stockholder’s
      deficit, and cash flows of Equicap, Inc. for the year ended December 31, 2004,
      in conformity with U.S. generally accepted accounting principles.








Denver,
      Colorado


March
      28,
      2005


**COMISKEY
      & COMPANY**





**PROFESSIONAL
      CORPORATION**







**EQUICAP,
      INC.**





BALANCE
      SHEET





DECEMBER
      31, 2005





**ASSETS****TOTAL
                ASSETS**
            
            **$**
            **-****LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES:**Accrued
                expenses
            
            $
            13,617**TOTAL
                CURRENT LIABILITIES**
            
            
            **13,617****STOCKHOLDERS’
                DEFICIENCY:**Preferred
                stock, no par value,10,000,000
                shares authorized0
                shares issued and outstanding
            
            
            -Common
                stock, no par value,100,000,000
                shares authorized990,100
                shares issued and outstanding
            
            
            300,597Additional
                paid-in capital
            
            
            6,680Accumulated
                deficit
            
            
            (320,894
            )**TOTAL
                STOCKHOLDERS’ DEFICIENCY**
            
            
            **(13,617**
            **)****TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
            
            **$**
            **-**


See
        notes
        to financial statements


F-4


**EQUICAP,
      INC.**





STATEMENTS
      OF OPERATIONS





YEAR
                ENDED DECEMBER 31,2005
            
            
            2004General
                and administrative expenses
            
            $
            21,082
            
            $
            16,631(Loss)
                on settlement of debt
            
            
            
            
            
            (4,482
            )Fees
                paid to related party
            
            
            26,917Net
                loss applicable to common shareholders
            
            $
            47,999
            
            $
            12,149Basic
                and diluted net loss per common share
            
            $
            (.12
            )
            $
            (.03
            )Weighted
                average number of shares outstanding
            
            
            395,032
            
            
            390,100




See
        notes
        to financial statements




F-5




**EQUICAP,
      INC.**





STATEMENTS
      OF CHANGES IN STOCKHOLDERS = EQUITY





COMMON
                  STOCKSHARES
              
              AMOUNT
              
              ADDITIONAL
                PAID-IN
                  CAPITAL
              
              ACCUMULATED
                DEFICIT**BALANCE
                  - JANUARY 1, 2004**
              
              
              **390,100**
              
              **$**
              **167,685**
              
              **$**
              **6,680**
              
              **$**
              (260,746
              )NET
                  LOSS
              
              
              -
              
              
              -
              
              
              -
              
              
              (12,149
              )BALANCE
                  - DECEMBER 31, 2004
              
              
              390,100
              
              
              167,685
              
              
              6,680
              
              
              (272,895
              )NET
                  LOSS
              
              
              -
              
              
              -
              
              
              -
              
              
              (47,999
              )CONVERSION
                  OF NOTE PAYABLE
              
              
              600,000
              
              
              132,912
              
              
              -
              
              
              -**BALANCE
                  - DECEMBER 31, 2005**
              
              **$**
              **990,100**
              
              **$**
              **300,597**
              
              **$**
              **6,680**
              
              **$**
              (320,894
              )




See
        notes
        to financial statements




F-6


**EQUICAP,
      INC.**





STATEMENTS
      OF CASH FLOWS







YEAR
                ENDED DECEMBER 31,2005
            
            2004**CASH
                FLOWS FROM OPERATING ACTIVITIES:******Net
                loss
            
            $
            (47,999
            )
            $
            (12,149
            )*******Adjustments
                to reconcile net loss to net cash********used
                in operating activities:*Fess
                paid to related party
            
            
            26,917Loss
                on conversion of debt to equity
            
            
            
            
            
            4,482*Changes
                in operating assets and liabilities:*(Decrease)
                increase in accounts payable
            
            
            -
            
            
            (17,338
            )(Decrease)
                increase in franchise taxes
            
            
            -
            
            
            (5,700
            )Increase
                in amounts due to officer/stockholder
            
            
            7,465
            
            
            30,705****Increase
                in accrued expenses
            
            
            13,617
            
            
            -**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 IN CASH AND CASH - END OF YEAR**
            
            **$**
            **-**
            
            **$**
            **-****Non-cash
                financing activity:**Conversion
                of debt to equity $132,912




See
      notes
      to financial statements




F-7









**EQUICAP,
      INC.**





NOTES
      TO
      FINANCIAL STATEMENTS





DECEMBER
      31, 2005 AND 2004









**1**
            **SIGNIFICANT
                ACCOUNTING POLICIES**





***Business
      description***





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.





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 valuePreferred
                stock
            10,000,000
            
            .001
                par value





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.




***Uses
      of estimates in the preparation of financial
      statements***





The
      preparation of financial statements in conformity with generally accepted
      accounting principles accepted in the United States of America (“GAAP”) requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of net revenue
      and
      expenses during each reporting period. Actual results could differ from those
      estimates.





F-8








**1**
            **SIGNIFICANT
                ACCOUNTING POLICIES
                (CONTINUED)**





***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. 120, *Reporting
      Comprehensive Income* ,
      establishes requirements for disclosure of comprehensive income (loss). During
      the years ended December 31, 2005 and 2004 the Company did not have any
      components of comprehensive income (loss) to report.





***Net
      loss per share***





SFAS
      No.
      129, *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
      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




F-9









**1**
            **SIGNIFICANT
                ACCOUNTING POLICIES
                (CONTINUED)**





***Stock-based
      compensation (continued)***





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, 2005 and 2004, there were no stock options granted
      or outstanding.





***Recently
      issued accounting pronouncements***





In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      123R, Share-Based Payment, which addresses the accounting for share-based
      payment transactions. SFAS No. 123R 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. 123R 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, 2005. Therefore, the initial adoption
      of this standard is not expected to have an impact on the Company’s financial
      position and results of operations.


**2**
              **STOCKHOLDERS’
                DEFICIENCY**


***Common
      stock***





The
      Company has 990,100 shares of its common stock issued and outstanding as of
      December 31, 2005. Dividends may be paid on outstanding shares as declared
      by
      the Board of Directors. Each share of common stock is entitled to one
      vote.





***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.





F-10


**2**
                **STOCKHOLDERS’
                  DEFICIENCY
                  (CONTINUED)**





***Compensatory
      stock option plan***





The
      Company has adopted the 2000 Compensatory Stock Option Plan for officers,
      employees, directors and advisors (the “CSO Plan”). The Company 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 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 the Company
      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 be granted under
      the
      CSO Plan.


**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, 2005 and
      2004.
      The expected income tax benefit for the years ended December 31, 2005 and 2004
      is approximately $7,200 and $1,800, 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 $244,000 at December 31, 2005
      are
      available to offset future taxable income, if any, and expire in 2025. This
      results in a net deferred tax asset, assuming an effective tax rate of 15%
      of
      approximately $37,000 at December 31, 2005. A valuation allowance in the same
      amount has been provided to reduce the deferred tax asset, as realization of
      the
      asset is not assured.


**4**
                    **RELATED
                      PARTY
                      TRANSACTIONS**





During
      2005 and 2004, the Company incurred corporate, administrative and accounting
      fees of approximately $21,100 and $16,600 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 (“former shareholder”) in
      the amount of $97,480 at December 31, 2004, which increased to $104,945 in
      2005
      prior to the Agreement with Duluth Venture Capital Partners, LLC on December
      13,
      2005, mentioned below.





F-11


**4**
                      **RELATED
                        PARTY TRANSACTIONS
                        (CONTINUED)**




On
      December 13, 2005, the Company entered into an Amendatory Agreement with Duluth
      Venture Capital Partners, LLC (“Duluth”) with respect to an outstanding payable
      to the former shareholder. Duluth had purchased such accounts payable from
      the
      former shareholder. Pursuant to the Amendatory Agreement, the Company agreed
      to
      convert the accounts payable into a Convertible Promissory Note (“Note”). Upon
      the conversion of the former shareholder payable and other payables of $105,995
      to the Note, the Company incurred additional fees payable to the former
      shareholder in the amount of $26,917, which was recorded in the statement of
      operations under the caption “Fees paid to related party”. After recording this
      charge, the note payable to Duluth totaled $132,912. The Note was non-interest
      bearing, payable on demand and convertible into 600,000 shares of Registrant
      common stock.





On
      December 28, 2005, Duluth entered into a Securities Purchase Agreement (the
      “Purchase Agreement”) with La Pergola Investments Ltd. (“La Pergola”),
      Fountainhead Investments, Inc. (“fountainhead), Gaha Ventures, LLC (“Gaha”) and
      G4 LLC (together with La Pergola, Fountainhead and Gaha, the (“Purchasers”),
      pursuant to which Duluth agreed to convert the Note and sell all of the Duluth
      Shares to the Purchasers for a purchase price, in the aggregate, of $492,500.
      The Duluth shares represent approximately 60.60% of the issued and outstanding
      capital stock of the Company calculated on a fully-diluted basis. In addition,
      on December 28, 2005, La Pergola, Fountainhead and Gaha acquired 6,333, 6,334
      and 6,333 shares of Registrant’s common stock, respectively, from Sheridan
      Clearing Corporation.








F-12


**EXHIBIT
      INDEX**





**Exhibit
                Number**
            **Exhibit
                Description**3.1
            Certificate
                of Incorporation of the Company filed March 13, 2002, is incorporated
                herein by reference to Exhibit 3.1 to the Annual Report on Form 10-KSB
                of
                the Company for the fiscal year ended December 31,
                2004.3.2
            Bylaws
                of the Company is incorporated herein by reference to Exhibit 3.2
                to the
                Annual Report on Form 10-KSB of the Company for the fiscal year ended
                December 31, 2004.4.1
            Specimen
                common stock certificate of the Company is incorporated herein by
                reference to Exhibit 4.1 to the Annual Report on Form 10-KSB of the
                Company for the fiscal year ended December 31, 2004.10.1
            Equicap,
                Inc. 2000 Compensatory Stock Option Plan is incorporated herein by
                reference to Exhibit 10.1 to the Annual Report on Form 10-KSB of
                the
                Company for the fiscal year ended December 31, 2004.10.2
            Equicap,
                Inc. 2000 Employee Stock Compensation Plan is incorporated herein
                by
                reference to Exhibit 10.2 to the Annual Report on Form 10-KSB of
                the
                Company for the fiscal year ended December 31, 2004.10.3
            Securities
                Purchase Agreement, dated December 28, 2005, among the Company and
                the
                Purchasers who are parties thereto is incorporated by reference to
                Exhibit
                10.1 to the Company’s Current Report on Form 8-K, filed on January 3,
                2006.14
            Code
                of Ethics is incorporated by reference to Exhibit 14 to the Annual
                Report
                on Form 10-KSB of the Company for the fiscal year ended December
                31,
                2004.21
            Description
                of Subsidiaries23
            Consent
                of Comiskey & Company, PC31
            Rule
                13a-14(a)/15d-14(a) Certifications by the Principal Executive and
                Financial Officer32
            Section
                1350 Certifications by the Principal Executive Officer and Principal
                Financial Officer





F-13