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

                                   FORM 10-QSB

       [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2005

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

                         COMMISSION FILE NUMBER 0-31091


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


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


                             12373 E. Cornell Avenue
                             Aurora, Colorado 80014
                     --------------------------------------
                    (Address of principal executive offices)

                                 (303) 478-4442
                            -------------------------
                           (Issuer's telephone number)


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

       Yes    X      No
            -----        -----

The number of shares outstanding of each of the issuer's classes of common
equity, as of March 31, 2005 are as follows:

          Class of Securities                         Shares Outstanding
          -------------------                         ------------------

      Common Stock, $.001 par value                        390,100

Transitional Small Business Disclosure Format (check one): Yes       No    X
                                                               -----     -----

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                                TABLE OF CONTENTS


          PART I.        FINANCIAL INFORMATION

Item 1.   Financial Statements.

          Balance Sheet (Unaudited) as of March 31, 2005 ................   3

          Statements of Operations (Unaudited) for the three months
            ended March 31, 2005 and 2004 ...............................   4

          Statements of Cash Flows (Unaudited) for the three months
            ended March 31, 2005 and 2004 ...............................   5

          Notes to Financial Statements (Unaudited) .....................   6

Item 2.   Management's Discussion and Analysis or Plan of Operation .....   7

Item 3.   Controls and Procedures .......................................  10

          PART II.       OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders............  10

Item 6.   Exhibits and Reports on Form 8-K ..............................  10

          Signatures.....................................................  11

                                       2
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                                  EQUICAP, INC.
                            Balance Sheet (Unaudited)
                                 March 31, 2005



                                     ASSETS


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


                     LIABILITIES AND STOCKHOLDERS' DEFICIT


Current liabilities:
    Accounts payable                                                  $   4,089
    Due to an officer/stockholder                                       115,131
                                                                      ---------
                                                                        119,220
                                                                      ---------
Stockholders' deficit:
    Preferred stock; $.001 par value; authorized -
       10,000,000 shares; issued - none
    Common stock; $.001 par value; authorized -
       500,000,000 shares; issued and outstanding -
       390,100 shares                                                       390
    Capital in excess of par                                            173,975
    Retained earnings (deficit)                                        (293,585)
                                                                      ---------
                                                                       (119,220)
                                                                      ---------

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

                       See notes to financial statements.

                                       3


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                                  EQUICAP, INC.
                      Statements of Operations (Unaudited)



                                                           Three Months Ended
                                                                March 31,
                                                         ----------------------
                                                            2005         2004
                                                         ---------    ---------

General and administrative expenses                      $  20,690    $   5,588
                                                         ---------    ---------

Net loss applicable to common shareholders               $ (20,690)   $  (5,588)
                                                         =========    =========

Basic and diluted net loss per common share              $    (.05)   $    (.01)
                                                         =========    =========

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

                       See notes to financial statements.

                                       4

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<TABLE>
<CAPTION>

                                    EQUICAP, INC.
                        Statements of Cash Flows (Unaudited)



                                                              Three Months Ended
                                                                   March 31,
                                                            -----------------------
                                                              2005            2004
                                                            --------       --------
<S>                                                         <C>           <C>
Cash flows from operating activities:
   Net loss                                                 $(20,690)      $ (5,588)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
     Changes in operating assets and liabilities:
       Increase in accounts payable                            3,839            424
       (Decrease) increase in franchise taxes                   (800)           200
       Increase in amounts due to an officer/stockholder      17,651          4,964
                                                            --------       --------
       Net cash used in operating activities                    --             --
                                                            --------       --------

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

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

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

                       See notes to financial statements.

                                       5
</TABLE>

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                                  EQUICAP, INC.
                    Notes to Financial Statements (Unaudited)



1. Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. All adjustments which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the interim periods have been made and are of recurring nature unless otherwise
disclosed herein. The results of operations for such interim periods are not
necessarily indicative of operations for a full year.

2. Reincorporation:

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

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

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

The capital stock account and the capital in excess of par account have been
changed to reflect this transaction in the first quarter of 2005.

3. Related party transactions:

During the three-month periods ended March 31, 2005 and 2004, the Company
incurred corporate, administrative and accounting fees of approximately $17,700
and $5,000, respectively, for services performed by the Company's president and
for expenses paid by the president on behalf of the Company. The Company has a
payable to its president in the amount of $115,131 at March 31, 2005. In
addition, the Company uses the office of its president for corporate and
administrative purposes.

                                       6
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                           FORWARD-LOOKING STATEMENTS

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

Item 2. Management's Discussion and Analysis or Plan of Operation.

BACKGROUND

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

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

     Equicap has no assets, modest liabilities and has been essentially inactive
since its inception, except for organizational activities. Equicap owns no real
estate and has no full time employees, and it will have no operations of its own
unless and until it engages in one or more of the activities described below.
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.

                                       7

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     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.

PLAN of OPERATION

     Equicap is a blank check company whose plan of operation over the next
twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination. Equicap will not be
restricted in its search for business combination candidates to any particular
geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business, including
service, finance, mining, manufacturing, real estate, oil and gas, distribution,
transportation, medical, communications, high technology, biotechnology or any
other. Management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. Management of Equicap will seek
combination candidates in the United States and other countries, as available
time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to create value for
Equicap's shareholders. For further information on Equicap's plan of operation
and business, please consult Equicap's FORM 10-KSB available on the EDGAR system
of the U.S. Securities and Exchange Commission.

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

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

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

RESULTS OF OPERATIONS

     FIRST QUARTER 2005 - During the quarter ended March 31, 2005, Equicap
incurred a net loss of $20,690. General and administrative expenses related
primarily to accounting and legal fees, miscellaneous filing fees, office costs
and supplies and other miscellaneous expenses, of which approximately $17,700
were related party expenses. The Company paid no rent or salaries and had no
operations.

     FIRST QUARTER 2004 - During the quarter ended March 31, 2004, Equicap
incurred a net loss of $5,588. General and administrative expenses related
primarily to accounting and legal fees, miscellaneous filing fees, office costs
and supplies and other miscellaneous expenses, of which approximately $5,000
were related party expenses. The Company paid no rent or salaries and had no
operations.

                                       8

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LIQUIDITY and CAPITAL RESOURCES

     Equicap had no cash on hand at the end of the quarter and had no other
assets to meet ongoing expenses or debts that may accumulate. Since inception,
Equicap has accumulated a deficit of $293,585.

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

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

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

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

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

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

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

     Equicap hopes to require potential candidate companies to deposit funds
with Equicap that it can use to defray professional fees and travel, lodging and
other due diligence expenses incurred by Equicap's management related to finding

                                       9

<PAGE>


and investigating a candidate company and negotiating and consummating a
business combination. There is no assurance that any potential candidate will
agree to make such a deposit.

OFF-BALANCE SHEET ARRANGEMENTS

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

Item 3. Controls and Procedures.

     Within 90 days of the filing of this Form 10-QSB, an evaluation was carried
out by Stephen M. Siedow, our CEO, President and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures. Disclosure controls and
procedures are procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, such as this Form 10-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. Siedow
concluded that as of March 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 quarter covered by this report that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.

                           PART II. OTHER INFORMATION

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

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

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

     (a) EXHIBITS. The following exhibits are filed as part of this report.

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

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

     (b) REPORTS ON FORM 8-K. None

                                       10

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                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant
caused this Report on Form 10-QSB to be signed on its behalf by the undersigned,
thereunto duly authorized.


DATE:  May 10, 2005


                            EQUICAP, INC.

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

                                       11