**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10−QSB**


(Mark
      One)


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





For
      the
      quarterly period ended: September 30, 2006





**[
      ] TRANSITION REPORT UNDER 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
              
              33-0652593(State
                  or other jurisdiction of incorporation or organization)
              
              (I.R.S.
                  Employer Identification No.)
 
 5528
                Westcott Circle, Frederick, Maryland 21703
              
              (301)
                  717-8267(Address
                  of Principal Executive Office)
              
              (Issuer
                  Telephone No. Including Area
                  Code)











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
      __





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes X_ No _ _





The
      numbers of shares outstanding of each of the issuer’s classes of common equity,
      as of October 31, 2006, are as follows:




Class
                of Securities Shares Outstanding
              --------------------------
                -------------------------------
              Common
                Stock, $0.001 par value 990,100








Transitional Small Business Disclosure Format (check one): Yes ____ No _X__















**EQUICAP,
      INC.**





BALANCE
      SHEET





SEPTEMBER
      30, 2006





ASSETSTOTAL
                ASSETS
            
            $
            -LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCYCURRENT
                LIABILITIES:Accounts
                Payable
            
            
            1,000Due
                to Stockholders - convertible debenture
            
            
            99,896TOTAL
                CURRENT LIABILITIES
            
            
            100,896STOCKHOLDERS’
                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
            
            
            6,680Deficit
            
            
            (408,173
            )TOTAL
                STOCKHOLDERS’ DEFICIENCY
            
            $
            (100,896
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
            
            $
            -








See
      notes
      to financial statements


























1




















**EQUICAP,
      INC.**





STATEMENTS
      OF OPERATIONS


(Unaudited)





THREE
                MONTHS ENDED
              SEPTEMBER
                30,
            
            NINE
                MONTHS ENDED
              SEPTEMBER
                30,2006
            
            2005
            
            2006
            
            2005General
                and administrative expenses
            
            $
            51,547
            
            $
            4,238
            
            $
            83,784
            
            $
            30,274Net
                loss
            
            
            (51,547
            )
            
            (4,238
            )
            
            (83,784
            )
            
            (30,274
            )Basic
                and diluted net loss per share
            
            
            (0.05
            )
            
            (0.01
            )
            $
            (0.08
            )
            
            (0.08
            )Weighted
                average shares outstanding
            
            $
            990,100
            
            $
            390,100
            
            $
            990,100
            
            $
            390,100





See
      notes
      to financial statements




















2











**EQUICAP,
      INC.**





STATEMENTS
      OF CASH FLOWS








NINE
                MONTHS ENDED
              SEPTEMBER
                ,2006
            
            2005CASH
                FLOWS FROM OPERATING ACTIVITIES:
            
            $
            (99,896
            )
            $
            (29,949
            )****NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (99,896
            )
            
            (29,949
            )CASH
                FLOWS FROM INVESTING ACTIVITIES
            
            
            -
            
            
            -CASH
                FLOWS FROM FINANCING ACTIVITIESDUE
                TO STOCKHOLDERS
            
            
            99,896
            
            
            29,949CASH
                FLOWS FROM FINANCING ACTIVITIES
            
            
            99,896
            
            
            29,949NET
                INCREASE IN CASH
            
            
            -
            
            
            -CASH
                - BEGINNING OF PERIOD
            
            
            -
            
            
            -CASH
                - END OF PERIOD
            
            $
            -
            
            $
            -





See
      notes
      to financial statements








3




**EQUICAP,
      INC.**





NOTES
      TO
      FINANCIAL STATEMENTS





SEPT
      30,
      2006






SIGNIFICANT
      ACCOUNTING POLICIES





The
      accompanying unaudited condensed financial statements have been prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America for interim financial information and with the instructions to Form
      10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all
      of
      the information and footnotes required by accounting principles generally
      accepted in the United States of America for annual financial statements. In
      the
      opinion of management, all adjustments, consisting of normal recurring accruals
      considered necessary for a fair presentation, have been included. Operating
      results for the three months ended September 30, 2006 are not necessarily
      indicative of the results that may be expected for the year ending December
      31,
      2006. For further information, refer to the financial statements and footnotes
      thereto included in the Form 10-KSB for the year ended December 31,
      2005.





*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.










4




1. SIGNIFICANT
      ACCOUNTING POLICIES (Continued)




*Stock
      Based Compensation*





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 June 30, 2006. Therefore, the adoption of this
      standard does not 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
      September 30, 2006. 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.




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 three months and nine months ended
      September 30, 2006 and 2005. The expected income tax benefit for the three
      months ended September 30, 2006 and 2005, assuming a 15% tax rate, is
      approximately $7,700 and $600 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 $408,000 at September 30, are
      available to offset future taxable income, if any, and expire in 2026. This
      results in a net deferred tax asset, assuming an effective tax rate of 15%
      of
      approximately $61,000 at September 30, 2006. 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.  LOANS
      PAYABLE - SHAREHOLDERS





During
      the quarter ended September 30, 2006, shareholders made additional loans to
      the
      Company aggregating $78,789. When combined with prior period shareholder loans
      of $21,107 which had been accrued through June 30, 2006, total aggregate
      shareholder loans at September 30, 2006 were $99,896. On September 30, 2006,
      the
      Company issued Convertible Notes bearing an aggregate face value of $99,896
      to the shareholders who had advanced funds to the Company.





5.  CONVERTIBLE
      NOTES





On
      September 30, 2006, the Company issued Convertible Notes in the aggregate
      initial face amount of $99,896 (“Convertible Notes”) to certain shareholders who
      had advanced funds to the Company. By its terms, the indebtedness evidenced
      by
      the Convertible Notes, together with interest at a rate of 3% per annum, is
      due
      and payable on December 31, 2006 (“Maturity Date”). The Convertible Note is
      convertible by its holders at any time prior to the Maturity Date into a number
      of shares of the Company’s common stock to be determined by the Company’s board
      of directors.





6.  GOING
      CONCERN





The
      accompanying financial statements included above contemplate the realization
      of
      assets and the satisfaction of liabilities in the normal course of business.
      As
      a result of the factors described below, there is substantial doubt that the
      Company will be able to continue as a going concern. The accompanying financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.






5





**ITEM
      2.**  **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.**





*The
      following discussion should be read in conjunction with our unaudited financial
      statements and the notes thereto.*





***Forward-Looking
      Statements***




This
      quarterly 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 "believe," "anticipate," "expect," "estimate," “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. The
      accompanying information contained in this registration statement, including,
      without limitation, the information set forth under the heading “Management’s
      Discussion and Analysis or Plan of Operation -- Risk Factors" identifies
      important additional factors that could materially adversely affect actual
      results and performance. You are urged to carefully consider these factors.
      All
      forward-looking statements attributable to us are expressly qualified in their
      entirety by the foregoing cautionary statement.


***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 of our
      Annual Report on Form 10-KSB for the fiscal year ending 2005.




***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.




***Operating
      Results For Fiscal Quarter Ended September 30, 2006 Compared To September,
      30,
      2005***





During
      the third fiscal quarter of 2006, we had no revenues and incurred a net loss
      of
      $51,547, as compared to a net loss of $4,238 in the third fiscal quarter of
      2005. General and administrative expenses
      in the third quarter of 2006 related to accounting and legal fees, franchise
      taxes, miscellaneous filing fees, transfer agent fees and other miscellaneous
      expenses. General and administrative expenses in the third quarter of 2005
      related to accounting and legal fees, franchise taxes, miscellaneous filing
      fees, transfer agent fees, and other miscellaneous expenses. We paid no rent
      or
      salaries and had no operations during the quarter. The significant increase
      in
      expenses for the quarter ended September 30, 2006 comprised consulting and
      professional fees in the amount of approximately $48,500 related to a potential
      business combination which the Company did not ultimately
      consummate.





***Operating
      Results For the Nine Months Ended September 30, 2006 compared to September
      30,
      2005***





For
      the
      nine months ended September 30, 2006 and 2005, we had no revenues and incurred
      a
      net loss of $83,784 and $30,274, respectively. We incurred $83,784 and $30,274,
      respectively, in general and administrative expenses. The significant increase
      in expenses for the nine months ended September 30, 2006 comprised consulting
      and professional fees in the amount of approximately $48,500 related to a
      potential business combination which the Company did not ultimately
      consummate.






6




***Liquidity
      and Capital Resources***





We
      had
      $-0- cash on hand at the end of the third quarter of 2006 and had no other
      assets to meet ongoing expenses or debts that may accumulate. Since inception,
      we have accumulated a deficit of $408,173. As of September 30, 2006 we had
      accounts payable totaling $1,000 consisting of amounts due for professional
      fees.




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.




During
      the quarter ended September 30, 2006, shareholders made additional loans to
      the
      Company aggregating $78,789. When combined with prior period shareholder loans
      of $21,107 which had been accrued through June 30, 2006, total aggregate
      shareholder loans at September 30, 2006 were $99,896. On September 30, 2006,
      the
      Company issued a Convertible Notes bearing an aggregate face value of $99,896
      to
      the shareholders who had advanced funds to the Company. On September 30, 2006,
      the Company issued a Convertible Notes in the aggregate initial face amount
      of
      $99,896 (“Convertible Notes”) to certain shareholders who had advanced funds to
      the Company. By its terms, the indebtedness evidenced by the Convertible Notes,
      together with interest at a rate of 3% per annum, is due and payable on December
      31, 2006 (“Maturity Date”). The Convertible Note is convertible by its holders
      at any time prior to the Maturity Date into a number of shares of the Company’s
      common stock to be determined by the Company’s board of directors. . A
      copy of
      the Convertible Note is appended as exhibit 4.1 hereto and is incorporated
      by
      reference.




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.







7




***Cash
      Flow for Nine months ended September 30, 2006 compared to September 30, 2005
      (Unaudited)***





For
      the
      nine months ended September 30, 2006 and 2005, we had no operations and
      therefore generated $-0- and $-0- cash, respectively. We used $-0- and $-0-,
      respectively, in investing activities and we had a source (use) of $99,896
      and
      $29,949 respectively, in financing activities, for the nine months ended
      September 30, 2006 and 2005.





**G** ***oing
      Concern***





Our
      independent auditors have added an explanatory paragraph to their audit issued
      in connection with the financial statements for the period ended December 31,
      2005, relative to our ability to continue as a going  concern.  We had
      negative working capital of $100,896 as of September 30, 2006, we had an
      accumulated deficit of $408,173 incurred  through  September 30, 2006
      and recorded a losses of $83,784 and $30,274 for the nine months ended September
      30, 2006 and 2005, respectively.   The going concern opinion issued by our
      auditors means that there is substantial doubt that we can continue as an
      ongoing business for 12 month period ending December 31, 2006 and thereafter.
      The financial statements do not include any adjustments that might result from
      the uncertainty about our ability to continue our business.




***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.




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





*You
      should carefully consider the risks described below before making an investment
      decision. The risks and uncertainties described below are not the only ones
      facing our Company. Additional risks and uncertainties not presently known
      to us
      or that we currently deem immaterial may also impair our business operations.
      If
      any of the following risks actually occur, our business, financial condition,
      or
      results of operations could be materially adversely affected. In such case,
      the
      trading price of our common stock could decline and you could lose all or part
      of your investment. You should also refer to the other information about us
      contained in this Form 10-QSB, including our financial statements and related
      notes.*





**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.






8




**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.




·
            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.




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.








9





**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.




**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
      3.**  **CONTROLS
      AND PROCEDURES**





Within
      90
      days of the filing of this Form 10−QSB, an evaluation was carried out by Thomas
      C. Colligan, our President, CEO and Treasurer, of the effectiveness of our
      disclosure controls and procedures ,
      as of
      the end of the period covered by this report on Form 10-QSB. 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 ,
      and
      that such information is accumulated and is communicated to our management,
      including our principal executive and principal financial officer, or persons
      performing similar functions, as appropriate, to allow timely decisions
      regarding required disclosure. Based
      on
      that evaluation, Mr. Colligan concluded that as of September 30, 2006, 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.






10






**PART
      II - OTHER INFORMATION**





**ITEM
      1.**  **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
      2.**  **UNREGISTERED
      SALES OF EQUITY SECURITIES**





Except
      as
      may have previously been disclosed on a current report on Form 8-K or a
      quarterly report on Form 10-QSB, we have not sold any of our securities in
      a
      private placement transaction or otherwise during the past three years.




**ITEM
      3.**  **DEFAULTS
      UPON SENIOR SECURITIES**





Not
      applicable.





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





No
      matters were submitted to a vote or for the written consent of security
      shareholders, through the solicitation of proxies or otherwise, during the
      third
      fiscal quarter of 2006, and no meeting of shareholders was held.




**ITEM
      5.**  **OTHER
      INFORMATION**





Not
      applicable.





**ITEM
      6.**  **EXHIBITS**





Exhibit
                No.
            Description




4.1
            Convertible
              Debenture





31.1
            Certification
                of Principal Executive Officer and Principal Financial Officer filed
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.





32.1
            Certification
                of Principal Executive Officer and Principal Financial Officer furnished
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.






11






**SIGNATURES**





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.







**EQUICAP,
      INC.**





Date:
      November 14, 2006


By: /s/
      Thomas W. Colligan


Thomas
      W.
      Colligan


Chief
      Executive Officer & Chief Financial Officer
















12








**EXHIBIT
      INDEX**





Exhibit
                No.
            Description




4.1
            Convertible
              Note





31.1
            Certification
                of Principal Executive Officer and Principal Financial Officer filed
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.





32.1
            Certification
                of Principal Executive Officer and Principal Financial Officer furnished
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.










13




Exhibit
      4.1





**LOAN
      AGREEMENT AND CONVERTIBLE PROMISSORY NOTE**







THIS
      LOAN
      AGREEMENT AND CONVERTIBLE PROMISSORY NOTE, dated as of September 30, 2006 (the
      “ **Note** ”),
      between EQUICAP, INC., a Nevada Corporation (the " **Maker** "),
      having an address at 5528 Westcott Circle, Frederick, MD 21703 and Fountainhead
      Capital Partners Limited (the " **Payee** "),
      having an address at c/o Jordans (C.I.) Limited, Portman House, Hue Street,
      St.
      Helier, Jersey JE4 5RP. Each of the Maker and the Payee are referred to herein
      as a “ **Party** ”,
      and
      collectively as the “ **Parties** .”





WHEREAS,
      as of September 30, 2006, Payee had advanced funds to the Maker in the total
      amount of $99,896.00 (the “ **Loans** ”)
      for
      its corporate purposes, on the terms and conditions set forth therein;
      and





WHEREAS,
      the Parties desire to evidence the amount due thereunder by this Loan Agreement
      and Convertible Promissory Note (“ **Note** ”)
      which
      shall accrue interest at a rate of 3% per annum.





NOW
      THEREFORE, in consideration of the premises, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto hereby agree as follows:





1.  The
      Maker, unconditionally promises to pay to the order of the Payee, the principal
      sum of the Loans together with accrued interest thereon from the date of
      issuance hereof. The Maker further agrees to pay all costs of collection,
      including reasonable attorneys' fees, incurred by the Payee or by any other
      holder of this Note in any action to collect this Note, whether or not suit
      is
      brought.





3.  Principal
      and accrued interest shall be payable on December 31, 2006. Maker shall have
      the
      right at any time to prepay, in whole or in part, the principal and accrued
      interest without penalty upon fifteen (15) days prior written notice to the
      Payee.





4.  The
      amounts due hereunder are payable without deduction or offset in lawful money
      of
      the United States of America in immediately available funds to the Payee at
      its
      address as set forth above, or at such other place as the holder of this Note
      shall from time to time designate.





5.  It
      shall
      be an event of default (“ **Event
      of Default** ”),
      and
      the then unpaid portion of this Note shall become immediately due and payable,
      at the election of Payee, upon the occurrence of any of the following
      events:




(a)  any
      failure on the part of Maker to make any payment hereunder when due, whether
      by
      acceleration or otherwise;





(b)  Maker
      shall commence (or take any action for the purpose of commencing) any proceeding
      under any bankruptcy, reorganization, arrangement, readjustment of debt,
      moratorium or similar law or statute; or





(c)  a
      proceeding shall be commenced against Maker under any bankruptcy,
      reorganization, arrangement, readjustment of debt, moratorium or similar law
      or
      statute and relief is ordered against Maker, or the proceeding is controverted
      but is not dismissed within sixty (60) days after the commencement
      thereof.





6.  The
      principal balance of this Note and all accrued interest hereunder shall be
      convertible, in whole or in part, into shares of the Maker’s common stock in the
      manner described below at the option of the Payee or other holder hereof at
      any
      time prior to maturity, upon ten (10) days advance written notice to the Maker.
      The number of shares of the Maker’s common stock issuable upon such conversion
      shall be determined by the Board of Directors
      of the Company based on what it determines the fair market value of the Company
      is at the time of such conversion. Upon conversion, this Note shall be canceled
      and a replacement note on identical terms shall be promptly issued by the maker
      to the holder hereof to evidence the remaining outstanding principal amount
      hereof as of the date of the conversion, if applicable. In the event of a
      stock-split, combination, stock dividend, recapitalization of the Maker or
      similar event, the conversion price and number of shares issuable upon
      conversion shall be equitably adjusted to reflect the occurrence of such
      event.




7.  No
      failure on the part of the Payee or any other holder of this Note to exercise
      and no delay in exercising any right, remedy or power hereunder or under any
      other document or agreement executed in connection herewith shall operate as
      a
      waiver thereof, nor shall any single or partial exercise by the Payee or any
      other holder of this Note of any right, remedy or power hereunder preclude
      any
      other or future exercise of any other right, remedy or power.





8.  This
      Note
      shall be binding upon the Maker and the Maker’s successors and
      assigns.





9.  This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      New York, excluding the conflicts of laws principles thereof.





10.  In
      the
      event that any one or more of the provisions of this Note shall for any reason
      be held to be invalid, illegal or unenforceable, in whole or in part, or in
      any
      respect, or in the event that any one or more of the provisions of this Note
      shall operate, or would prospectively operate, to invalidate this Note, then,
      and in any such event, such provision or provisions only shall be deemed null
      and void and of no force or effect and shall not affect any other provision
      of
      this Note, and the remaining provisions of this Note shall remain operative
      and
      in full force and effect, shall be valid, legal and enforceable, and shall
      in no
      way be affected, prejudiced or disturbed thereby.





11.  All
      agreements between Maker and Payee are hereby expressly limited so that in
      no
      event whatsoever, whether by reason of deferment in accordance with this Note
      or
      under any agreement or by virtue of acceleration or maturity of the Note, or
      otherwise, shall the amount paid or agreed to be paid to the Payee hereunder
      or
      to compensate Payee for damages to be suffered by reason of a late payment
      hereof, exceed the maximum permissible under applicable law. If enforcement
      of
      any provision hereof at the time performance of such provision shall be due,
      shall exceed the limit of validity prescribed by law, the relevant obligations
      to be fulfilled shall be deemed reduced to the limit of such validity. This
      provision shall never be superseded or waived and shall control every other
      provision of all agreements among Maker and Payee.





12.  Subject
      to applicable federal and state securities laws, the Payee may assign this
      Note
      without first obtaining the consent of the Maker.





13.  Subject
      to the applicable cure periods contained herein, time is of the essence of
      this
      Note.





14.  EXCEPT
      AS
      OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE MAKER, AND ALL OTHERS THAT MAY
      BECOME LIABLE FOR ALL OR ANY PART OF THE OBLIGATIONS EVIDENCED BY THIS NOTE,
      HEREBY WAIVES PRESENTMENT, DEMAND, NOTICE OF NONPAYMENT, PROTEST AND ALL OTHER
      DEMANDS AND NOTICES IN CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE
      OR
      ENFORCEMENT OF THIS NOTE, AND DOES HEREBY CONSENT TO ANY NUMBER OF RENEWALS
      OR
      EXTENSIONS OF THE TIME OF PAYMENT HEREOF AND AGREE THAT ANY SUCH RENEWALS OR
      EXTENSIONS MAY BE MADE WITHOUT NOTICE TO ANY SUCH PERSONS AND WITHOUT AFFECTING
      THEIR LIABILITY HEREIN AND DO FURTHER CONSENT TO THE RELEASE OF ANY PERSON
      LIABLE WITH RESPECT TO FAILURE TO GIVE SUCH NOTICE, (ALL WITHOUT AFFECTING
      THE
      LIABILITY OF THE OTHER PERSONS, FIRMS, OR CORPORATIONS LIABLE FOR THE PAYMENT
      OF
      THIS NOTE).





15.  TO
      THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MAKER HEREBY KNOWINGLY AND
      VOLUNTARILY WAIVES TRIAL BY JURY AND THE RIGHT THERETO IN ANY ACTION OR
      PROCEEDING OF ANY KIND ARISING UNDER OR OUT OF OR OTHERWISE RELATED TO OR
      CONNECTED WITH THIS NOTE OR ANY RELATED DOCUMENT.








IN
      WITNESS WHEREOF, each of the undersigned has duly executed this Amended and
      Restated Loan Agreement and Convertible Promissory Note on the date first above
      written.





EQUICAP,
                INC.By:
            /s/ Thomas
                C. ColliganThomas
                C. ColliganPresident










14




**Exhibit
      31.1**


Certification
      of Principal
      Executive and Financial Officer




I,
      Thomas
      W. Colligan, certify that:




1.I
      have
      reviewed this Quarterly Report on Form 10-QSB of Equicap, Inc.;




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




3.Based
      on
      my knowledge, the financial statements, and other financial information included
      in this report, fairly present in all material respects the financial condition,
      results of operations and cash flows of the small business issuer as of, and
      for, the periods presented in this report;




4.The
      small
      business issuer's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
      have:




a.
            Designed
                such disclosure controls and procedures, or caused such disclosure
                controls and procedures to be designed under our supervision, to
                ensure
                that material information relating to the small business issuer,
                including
                its consolidated subsidiaries, is made known to us by others within
                those
                entities, particularly during the period in which this report is
                being
                prepared;




b.
            Evaluated
                the effectiveness of the small business issuer's disclosure controls
                and
                procedures and presented in this report our conclusions about the
                effectiveness of the disclosure controls and procedures, as of the
                end of
                the period covered by this report based on such evaluation;
                and




c.
            Disclosed
                in this report any change in the small business issuer's internal
                control
                over financial reporting that occurred during the small business
                issuer's
                most recent fiscal quarter (the small business issuer's fourth fiscal
                quarter in the case of an annual report) that has materially affected,
                or
                is reasonably likely to materially affect, the small business issuer's
                internal control over financial reporting;
                and




5.The
      small
      business issuer's other certifying officer(s) and I have disclosed, based on
      our
      most recent evaluation of internal control over financial reporting, to the
      small business issuer's auditors and the audit committee of the small business
      issuer's board of directors (or persons performing the equivalent
      functions):




a.
            All
                significant deficiencies and material weaknesses in the design or
                operation of internal control over financial reporting which are
                reasonably likely to adversely affect the small business issuer's
                ability
                to record, process, summarize and report financial information;
                and




b.
            Any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the small business issuer's
                internal control over financial
                reporting.





Date:
      November 14, 2006





/s/
      Thomas W. Colligan


Thomas
      W.
      Colligan,


Chief
      Executive Officer & Chief Financial Officer









15





**Exhibit
      32.1**


Section
      1350 Certifications





**STATEMENT
      FURNISHED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**





The
      undersigned is the Chief Executive and Financial Officer of Equicap, Inc. This
      Certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
      This Certification accompanies the Quarterly Report on Form 10-QSB of Equicap,
      Inc. for the fiscal quarter ended September 30, 2006





The
      undersigned certifies that such 10-QSB Report fully complies with the
      requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
      and that the information contained in such 10-QSB Report fairly presents, in
      all
      material respects, the financial condition and results of operations of Equicap,
      Inc. as of September 30, 2006





This
      Certification is executed as of November 14, 2006.











*By:
      /s/Thomas W. Colligan*


*-----------------------------------------*


*Thomas
      W. Colligan*


*Chief
      Executive Officer and Chief Financial Officer*











A
      signed
      original of this written statement required by Section 906 has been provided
      to
      us, Inc. and will be retained by Equicap, Inc. and furnished to the Securities
      and Exchange Commission or its staff upon request.











16