**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: June 30, 2006





**o 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
              (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)







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





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





The
      numbers of shares outstanding of each of the issuer’s classes of common equity,
      as of August 9, 2006, are as follows:


Class
                  of Securities
              Shares
                  OutstandingCommon
                  Stock, $0.001 par value
              990,100




Transitional
      Small Business Disclosure Format (check one): Yes o No
x







**EQUICAP,
      INC.**





BALANCE
      SHEET





JUNE
      30,
      2006











**ASSETS****TOTAL
                ASSETS**
            
            **$**
            **0****LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES:**Accounts
                Payable
            
            
            24,747****Due
                to Stockholders
            
            
            21,107**TOTAL
                CURRENT LIABILITIES**
            
            
            **45,854****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
            
            
            (353,131
            )**TOTAL
                STOCKHOLDERS’ DEFICIENCY**
            
            **$**
            **(45,854**
            **)****TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
            
            **$**
            **0**








The
        accompanying notes are an integral part
 of
        the
        financial statements.







2





**EQUICAP,
      INC.**





STATEMENTS
      OF OPERATIONS





THREE
                MONTHS ENDED
              JUNE
                30,
            
            SIX
                MONTHS ENDED
              JUNE
                30,2006
            
            2005
            
            2006
            
            2005General
                and administrative expenses
            
            $
            3,495
            
            $
            5,346
            
            $
            32,237
            
            $
            26,036Net
                loss
            
            
            ($3,495
            )
            
            ($5,346
            )
            
            ($32,237
            )
            
            ($26,036
            )Basic
                and diluted net loss per share
            
            $
            0.00
            
            
            ($0.01
            )
            $
            (.03
            )
            
            ($0.07
            )Weighted
                average shares outstanding
            
            
            990,100
            
            
            390,100
            
            
            990,100
            
            
            390,100





The
        accompanying notes are an integral part
 of
        the
        financial statements.


3


**EQUICAP,
      INC.**





STATEMENTS
      OF CASH FLOWS












SIX
                MONTHS ENDED JUNE 302006
            
            2005**CASH
                FLOWS FROM OPERATING ACTIVITIES:****NET
                CASH USED IN OPERATING ACTIVITIES**
            
            $
            (21,107
            )
            
            **-****CASH
                FLOWS FROM INVESTING ACTIVITIES**
            
            
            **-**
            
            
            **-****CASH
                FLOWS FROM FINANCING ACTIVITIES****DUE
                TO STOCKHOLDERS**
            
            
            21,107
            
            
            **-****CASH
                FLOWS FROM FINANCING ACTIVITIES**
            
            
            **21,107**
            
            
            **-****NET
                INCREASE IN CASH**
            
            
            **-**
            
            
            **-****CASH
                - BEGINNING OF PERIOD**
            
            
            **-**
            
            
            **-****CASH
                - END OF PERIOD**
            
            
            -
            
            
            **-**





The
        accompanying notes are an integral part
 of
        the
        financial statements.
 4




**EQUICAP,
      INC.**





NOTES
      TO
      FINANCIAL STATEMENTS





JUNE
      30,
      2006








1 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 June 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





5


1. SIGNIFICANT
      ACCOUNTING POLICIES (Continued)





*Uses
      of estimates in preparation of financial statements
      (Continued)*








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.








*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
      June
      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 six months ended
      June
      30, 2006 and 2005. The expected income tax benefit for the three months ended
      June 30, 2006 and 2005, assuming a 15% tax rate, is approximately $524 and
      $802
      respectively. The difference





6


3. INCOME
      TAXES (Continued)





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 $353,000 at June 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
      $53,000 at June 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.





7




**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.




8




***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 June 30, 2006 Compared To June 30, 2005***





During
      the second fiscal quarter of 2006, we had no revenues and incurred a net loss
      of
      $3,495, as compared to a net loss of $5,346 in the second fiscal quarter of
      2005. General and administrative expenses in the second quarter of 2006 related
      to accounting and legal fees, franchise taxes, miscellaneous filing fees,
      transfer agent fees and other miscellaneous expenses, of which approximately
      $3,495 were related party expenses. General and administrative expenses in
      the
      second quarter of 2005 related to accounting and legal fees, franchise taxes,
      miscellaneous filing fees, transfer agent fees, and other miscellaneous
      expenses, of which approximately $5,346 were related party expenses. We paid
      no
      rent or salaries and had no operations during the quarter.




***Operating
      Results For the Six Months Ended June 30, 2006 compared to June 30,
      2005***





For
      the
      six months ended June 30, 2006 and 2005, we had no revenues and incurred a
      net
      loss of $32,237 and $26,036, respectively. We incurred $32,237 and $26,036,
      respectively, in general and administrative expenses.





***Liquidity
      and Capital Resources***





We
      had
      $-0- cash on hand at the end of the second 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 $353,131. As of June 30, 2006 we had accounts
      payable totaling $24,747 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.




9


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.




***Cash
      Flow for Six months ended June 30, 2006 compared to June 30, 2005
      (Unaudited)***





For
      the
      six months ended June 30, 2006 and 2005, we had no operations and therefore
      generated


$-0-
      and
      $-0- in cash, respectively. We used $-0- and $-0-, respectively, in investing
      activities and we had a source (use) of $21,107 and $-0-, respectively, in
      financing activities, for the six months ended June 30, 2006 and 2005.





10


***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.




**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.




11


·
            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.




12


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.




13


**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**





An
      evaluation was carried out under the supervision and with the participation
      of
      our management, including our Chief Financial Officer and our Chief Executive
      Officer, Thomas W. Colligan, 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, our management concluded that, as of
      June
      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.





14




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
      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
      second fiscal quarter of 2006, and no meeting of shareholders was
      held.




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





Not
      applicable.





15


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





Exhibit
                No.
            Description31
            Certification
              of
              Principal Executive Officer and Principal Financial Officer filed pursuant
              to Section 302 of the Sarbanes-Oxley Act of 2002.32
            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.








16





**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: August
              14, 2006
            By:
            /s/ Thomas
              W.
              ColliganThomas
                W. Colligan
              Chief
                Executive Officer & Chief Financial Officer


17


**EXHIBIT
      INDEX**





Exhibit
                  No.
              Description31
              Certification
                of
                Principal Executive Officer and Principal Financial Officer filed
                pursuant
                to Section 302 of the Sarbanes-Oxley Act of 2002.32
              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.