SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/A

> [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
>         SECURITIESEXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2003

OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)



For the transition period from to

Commission file number

EQUICAP FINANCIAL CORP.

.

(formerly Online Consortium Corp. )

(Name of Small Business Issuer in Its Charter)

| | **British Columbia,
    Canada**                                   | **Not Applicable**                      
| | ------------------------------------------------------------------ | ----------------------------------------
| | (State or Other Jurisdiction
    of Incorporation or Organization) | (I.R.S. Employer
    Identification No.)



| | **P.O. Box 11133,
    #2250  1055 W. Georgia St. Vancouver, BC Canada** | **V6E 3P3**
| | ------------------------------------------------------------------------ | -----------
| | (Address of Principal
    Executive Offices)                             | (Zip Code) 

Issuer's Telephone Number: **(604) 689-4200**

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock

(Title of class)

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 XNo __

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

The issuer had no revenues for the most recent fiscal year.

The aggregate market value of the voting and non-voting common equity
held by non-affiliates, based upon the average bid and asked prices of the Common Stock on
October 31, 2003 was $826,500. Shares of Common Stock held by each officer and director
and by each person who owns 5% or more of the outstanding Common Stock have been excluded
in that such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of the issuer's Common Stock, as of
October 31, 2003 was 5,786,834.

PART I

ITEM 1. DESCRIPTION OF BUSINESS



General development of business.

Equicap Financial Corp. ("Equicap" or "the
Company")  was originally incorporated as Tracker Explorations Ltd. on November
25, 1983 under the laws of the Province of British Columbia, Canada. The name was changed
to Jentech Ventures Corp. on September 14, 1987 and to Impact Travel Technology Inc. on
April 26, 1993. During this period, the Companys principle business pursuit was the
development of automated booking systems for the travel industry. Following several years
of no commercial operations, on March 12, 1999 the name of the Company was changed to MCF
Enterprises Inc. ("MCF"). On February 9, 2001 it changed its name to Online
Consortium Corp. On July 11, 2003 it changed its name to Equicap Financial Corp.

In March 1999 the Company made its first acquisition which was the
purchase a 100% interest in O-Tooz Energie Group Inc. ("O-Tooz"), a Canadian
corporation, in consideration for the issuance of 333,333 shares of common stock. In
October 1999 the Company acquired a 100% interest in FilmIndustry.com, Inc.
("FilmIndustry"), a U.S. company, for CDN $25,000 and 166,667 escrowed common
shares of the Company. In July 2000 the Company founded and incorporated DJscene.com
Media, Inc. ("DJscene") pursuant to the Company Act (British Columbia).

Financial information about industry segments.

See Footnote 14 to the consolidated financial statements.

Narrative description of business.

Equicap Financial Corp. is in the business of acquiring, developing and
financing interests in select businesses which are capable of growth and expansion.
Although Equicap has made several investments over its operating history, neither Equicap
nor its subsidiaries currently have any operating revenues and Equicap is effectively a
shell company. Investments in O-Tooz , FilmIndustry and DJscene are discussed below.
O-Tooz, which is reflected as a discontinued operation, is the only investment to date
that has realized operating revenues. Equicap 's wholly owned subsidiaries, FilmIndustry
and DJscene are considered to remain viable business opportunities, however due to the
lack of operating capital, FilmIndustry ceased operations in fiscal 2001 and DJscene
ceased operations in September 2003.

The Company is exploring additional business concepts using the
expertise of its board of directors. Equicap presently has insufficient investment capital
available to fund its existing operations or any additional business concept or
acquisitions. Current funding of operations is being provided by loans from Brett Holdings
Ltd., a related party. Equicap will need to raise additional equity if it is to recommence
the operations of DJscene or FilmIndustry, or consider any additional business concept or
acquisitions. Equicap presently has no plans or agreements with any companies regarding
possible investments or acquisitions.

Any additional operating capital obtained, if any, will be dilutive to
the present shareholders and such dilution could be material. Any future investors would
be presented with the expected use of proceeds intended for the additional funds. Equicap
does not anticipate raising any capital in advance of a specified investment.

Regulation under the Investment Company Act of 1940.

Section 3(a) of the Investment Company Act excepts from the definition
of an "investment company" an entity which does not engage primarily in the
business of investing, reinvesting or trading in securities, or which does not engage in
the business of investing, owning, holding or trading "investment securities"
(defined as "all securities other than government securities or securities of
majority-owned subsidiaries") the value of which exceed 40% of the value of its total
assets (excluding government securities, cash or cash items). We intend to implement our
business plan in a manner which will result in the availability of this exception from the
definition of an investment company. Consequently, our acquisition of a company or
business through the purchase and sale of investment securities will be limited. Although
we intend to act to avoid classification as an investment company, the provisions of the
Investment Company Act are extremely complex and it is possible that we may be classified
as an inadvertent investment company. We intend to vigorously resist classification as an
investment company, and to take advantage of any exemptions or exceptions from application
of the Investment Company Act, which allows an entity a one-time option during any
three-year period to claim an exemption as a "transient" investment company. The
necessity of asserting any such resistance, or making any claim of exemption, could be
time consuming and costly, or even prohibitive, given our limited resources. Although we
intend to resist classification as an investment company, we ultimately may be required to
comply with the disclosure requirements of the Investment Company Act as described below.

Registration under the Investment Company Act of 1940 could adversely
affect the manner in which we are able to conduct business and make investments.
Registered investment companies are subject to extensive, restrictive and potentially
adverse regulation relating to, among other things, operating methods, management, capital
structure, dividends and transactions with affiliates. Registered investment companies are
not permitted to operate their business in the manner in which we operate our business,
nor are registered investment companies permitted to have many of the relationships that
we have with our affiliated companies. To avoid regulation under the Investment Company
Act, we intend to monitor the value of our investments and structure transactions with an
eye toward the Investment Company Act. As a result, we may structure transactions in a
less advantageous manner than if we did not have Investment Company Act concerns, or we
may avoid otherwise economically desirable transactions due to those concerns. In
addition, events beyond our control, including significant appreciation or depreciation in
the market value of publicly traded holdings, if any, could result in our becoming an
inadvertent investment company. If we were to become an inadvertent investment company, we
would have one year to divest of a sufficient amount of investment securities and/or
acquire other assets sufficient to cause us to no longer be an investment company. If it
were established that we are an unregistered investment company, there would be a risk,
among other material adverse consequences, that we could become subject to monetary
penalties or injunctive relief, or both, in an action brought by the Securities and
Exchange Commission, that we would be unable to enforce contracts with third parties or
that third parties could seek to obtain rescission of transactions with us undertaken
during the period it was established that we were an unregistered investment company.

O-Tooz Energie Group Inc.

O-Tooz was in the business of selling healthy fast food through retail
outlets located in shopping malls or food courts. After sever years of operations with
increasing losses and the inability to implement its re-development and expansion plan,
the Company saw no future in continuing. It ceased all operation of O-Tooz in September
2001and O-Tooz has been reflected as discontinued operations in the accompanying financial
statements.

FilmIndustry.com, Inc.

On October 1, 1999 Equicap acquired, through its wholly owned U.S.
subsidiary, Online. Consortium..com, Inc., ("Online.com") a 100% interest in
FilmIndustry.com, Inc., a U.S. company, incorporated pursuant to the Washington Business
Corporation Act. FilmIndustry is an online vertical directory and content portal that was
intended to serve the needs of the film industry. Before development on the directory was
completed, Equicap was forced to put further development on hold due to a shortage in
working capital. FilmIndustry ceased all operating activity during fiscal 2001 pending
further financing being arranged. As there has been no interest in financing internet
related portals operations remain suspended.

DJscene.com Media Inc..

On July 12, 2000, the Company created a new subsidiary, DJscene.com
Media Inc. DJscene is an online community portal for the Disc Jockey segment of the
international music industry. Equicap anticipated that DJscene would generate revenues and
become profitable through the sale of advertising and membership fees. To this end,
Equicap expended considerable funds developing software necessary to enable DJscene to
provide its online community with these features However, to date DJscene has not
generated any income. After continuing to work on the website for the last year without
compensation, DJscenes president, Justin Leigh, determined that he was unable to
continue. As the site needs to be constantly updated to be current and viable, the Company
decided that it had no choice but to take down the DJscene website. Accordingly, in
September 2003, operation of the site was halted and unless there is a significant shift
in the market place regarding internet based business, it is unlikely the Company will be
able to obtain the funding needed to re-implement the site.



Financial information about geographic areas.

All revenues and expenses for the three-year period ended July 31, 203
are related to operations in Canada, except for minor administrative and legal
incorporation expenses for the two U.S. subsidiaries. All operating assets are
located in Canada.

AS A FOREIGN PRIVATE ISSUER, WE ARE EXEMPT FROM THE RULES UNDER THE
EXCHANGE ACT PRESCRIBING THE FURNISHING AND CONTENT OF PROXY STATEMENTS AND OUR OFFICERS,
DIRECTORS AND PRINCIPAL SHAREHOLDERS ARE EXEMPT FROM THE REPORTING AND SHORT-SWING PROFIT
RECOVERY PROVISIONS CONTAINED IN SECTION 16 OF THE EXCHANGE ACT. UNDER THE EXCHANGE ACT,
AS A FOREIGN PRIVATE ISSUER, ALTHOUGH WE ARE NOT REQUIRED TO PUBLISH FINANCIAL STATEMENTS
AS FREQUENTLY OR AS PROMPTLY AS UNITED STATES COMPANIES, WE HAVE ELECTED TO FILE IN
ACCORDANCE WITH THE RULES FOR UNITED STATES COMPANIES.



Enforceability of civil liabilities against foreign persons.

Equicap is a corporation organized under the laws of the British
Columbia, Canada. All of Equicap 's directors and officers are citizens or residents of
countries other than the United States. All of Equicap 's assets are located outside the
United States. Accordingly, it may be difficult for investors to:

> 

o obtain jurisdiction over Equicap or its
    directors or officers in courts in the United States in actions predicated on the civil
    liability provisions of the U.S. federal securities laws;

o enforce against Equicap or its directors or
    officers judgments obtained in such actions;

o obtain judgments against Equicap or its
    directors or officers in actions in non-U.S. courts predicated solely upon the U.S.
    federal securities laws; or

o enforce against Equicap or its directors or
    officers in non-U.S. courts judgments of courts in the United States predicated upon the
    civil liability provisions of the U.S. federal securities laws.

ITEM 2. DESCRIPTION OF PROPERTY



Equicap does not own any physical properties. Equicaps operations are carried out
from its office space located at #2250-1055 West Georgia Street, Vancouver, British
Columbia, Canada V6E 3P3.

We believe that these facilities are adequate for our current needs at
this time.

ITEM 3. LEGAL PROCEEDINGS

The Company is not currently involved in any litigation that is
expected to have a material adverse effect on the Company's business or financial
position. There can be no assurance, however, that third parties will not assert
infringement or other claims against the Company in the future which, regardless of the
outcome, could have an adverse impact on the Company as a result of defense costs,
diversion of management resources and other factors.



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

There have been no matters submitted to a vote of security holders
during the quarter ended July 31, 2003.



PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Our shares of common stock commenced trading on the
Canadian Venture Exchange ("CDNX") (now the TSX Venture Exchange) under the
symbol "ONN" during February 2002. Previously our shares traded on the Vancouver
Stock Exchange: from April 1993 through March 1999 as Impact Travel Technology Inc. under
the symbol "ITT.V"; and from March 1999 to February 2001 we traded as MCF
Enterprises Inc. under the symbol "MCT.V". From February 2001 to February 2002
we traded on the CDNX as Online Consortium Corp. under the symbol "OCM." On July
11, 2003 the Company changed its name to Equicap Financial Corp. and is now trading under
the symbol "EQF.V" and "EQFCF" on the NASDAQ Bulletin Board.
Over-the-counter market quotations such as the TSX reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.

The following table sets forth the bid prices, as reported by the TSX,
for the periods shown.

|                               | TSX Venture
    Exchange (Cdn. $s)
|------------------------------ | -----------------------------------
|                               | High                               
|Year ended July 31, 2001:      |                                    
|Quarter ended October 31, 2000 | 1.50                               
|Quarter ended January 31, 2001 | 1.44                               
|Quarter ended April 30, 2001   | 0.75                               
|Quarter ended July 31, 2001    | 0.36                               
|                               |                                    
|Year ended July 31, 2002:      |                                    
|Quarter ended October 31, 2001 | 0.27                               
|Quarter ended January 31, 2002 | 0.30                               
|Quarter ended April 30, 2002   | 0.30                               
|Quarter ended July 31, 2002    | 0.21                               
|                               |                                    
|Year ended July 31, 2003:      |                                    
|Quarter ended October 31, 2002 | 0.25                               
|Quarter ended January 31, 2003 | 0.22                               
|Quarter ended April 30, 2003   | 0.250                              
|Quarter ended July 31, 2003    | 0.35                               



Reverse Stock Split

On February 21, 2002 Equicap received approval from the Canadian
Venture Exchange for a reverse share split on a three-for-one basis. The authorized
capital was reduced from 100,000,000 to 33,333,333 common shares without par value and the
number of issued and outstanding common shares was reduced from 9,478,604 to 3,159,534.
All share prices and share amounts in this registration statement have been adjusted to
reflect this reverse stock split.

Number of Holders of Common Stock

At July 31, 2003 there were approximately 188 shareholders of record
(including nominees and brokers holding street accounts), 38 shareholders of whom had
addresses in the United States and who held 13,810 Common Shares, or 0.002% of our
outstanding Common Shares.

Dividends

We have not paid any cash dividends on our common stock and do not expect to pay any
cash or other dividends in the foreseeable future. The terms of our current credit
facility prohibit us from declaring and paying dividends.

Exchange Controls

There is no law or governmental decree or regulation in Canada that
restricts the export or import of capital, or affects the remittance of dividends,
interest or other payments to non-resident holders of our common stock, other than
withholding tax requirements. See "Taxation" below.

There is no limitation imposed by Canadian law or by our articles of
incorporation or our other charter documents on the right of a non-resident to hold or
vote Common shares, other than as provided by the "Investment Canada Act", the
"North American Free Trade Agreement Implementation Act (Canada)" and the
"World Trade Organization Agreement Implementation Act."

The Investment Canada Act requires notification and, in certain cases,
advance review and approval by the Government of Canada of the acquisition by a
"non-Canadian" of "control" of a "Canadian business", all as
defined in the Investment Canada Act. Generally, the threshold for review will be higher
in monetary terms for a member of the World Trade Organization or North American Free
Trade Agreement.

Taxation

United States Taxation

The information set forth below is a summary of the material U.S.
federal income tax consequences of the ownership and disposition of common stock by a U.S.
Holder, as defined below. These discussions are not a complete analysis or listing of all
of the possible tax consequences of such transactions and do not address all tax
considerations that may be relevant to particular holders in light of their personal
circumstances or to persons that are subject to special tax rules. In particular, the
information set forth deals only with U.S. Holders that will hold common stock as capital
assets within the meaning of the Internal Revenue Code of 1986, as amended, and who do not
at any time own individually, nor are treated as owning 10% or more of the total combined
voting power of all classes of our stock entitled to vote. In addition, this description
of U.S. tax consequences does not address the tax treatment of special classes of U.S.
Holders, such as banks, tax-exempt entities, insurance companies, persons holding
subordinate voting shares as part of a hedging or conversion transaction or as part of a
"straddle," U.S. expatriates, persons subject to the alternative minimum tax,
dealers or traders in securities or currencies and holders whose "functional
currency" is not the U.S. dollar. This summary does not address estate and gift tax
consequences or tax consequences under any foreign, state or local laws other than as
provided in the section entitled "Canadian Federal Income Tax Considerations"
provided below.

As used in this section, the term "U.S. Holder" means:

> <an individual citizen or resident of the United States;
>     a corporation created or organized under the laws of the United
>       States or any state thereof including the District of Columbia;
>     an estate the income of which is subject to United States federal
>       income taxation regardless of its source;
>     a trust if a court within the United States is able to exercise
>       primary jurisdiction over its administration and one or more U.S. persons have authority
>       to control all substantial decisions of the trust; or
>     a partnership to the extent the interests therein are owned by any of
>       the persons described in clauses (a), (b), (c) or (d) above.

Holders of common stock who are not U.S. Holders, sometimes referred to
as "Non-U.S. Holders", should also consult their own tax advisors, particularly
as to the applicability of any tax treaty.

The following discussion is based upon:

> the Internal Revenue Code;
>     U.S. judicial decisions;
>     administrative pronouncements;
>     existing and proposed Treasury regulations; and
>     the Canada/ U.S. Income Tax Treaty.

Any of the above is subject to change, possibly with retroactive
effect. We have not requested, and will not request, a ruling from the U.S. Internal
Revenue Service with respect to any of the U.S. federal income tax consequences described
below, and as a result, there can be no assurance that the U.S. Internal Revenue Service
will not disagree with or challenge any of the conclusions we have reached and describe
here.

HOLDERS OF COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO
THE PARTICULAR CONSEQUENCES TO THEM UNDER U.S. FEDERAL, STATE, LOCAL AND APPLICABLE
FOREIGN TAX LAWS OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF COMMON STOCK.

Dividends

Subject to the discussion of passive foreign investment companies
below, the gross amount of any distribution paid by us to a U.S. Holder will generally be
subject to U.S. federal income tax as foreign source dividend income to the extent paid
out of our current or accumulated earnings and profits, as determined under U.S. federal
income tax principles. The amount of any distribution of property other than cash will be
the fair market value of such property on the date of the distribution. Dividends received
by a U.S. Holder will not be eligible for the dividends received deduction allowed to
corporations. To the extent that an amount received by a U.S. Holder exceeds such holder's
allocable share of our current and accumulated earnings and profits, such excess will be
applied first to reduce such U.S. Holder's tax basis in his common shares, thereby
increasing the amount of gain or decreasing the amount of loss recognized on a subsequent
disposition of the common shares. Then, to the extent such distribution exceeds such U.S.
Holder's tax basis, it will be treated as capital gain. We do not currently maintain
calculations of our earnings and profits for U.S. federal income tax purposes.

The gross amount of distributions paid in Canadian dollars, or any
successor or other foreign currency, will be included in the income of such U.S. Holder in
a dollar amount calculated by reference to the spot exchange rate in effect on the day the
distributions are paid regardless of whether the payment is in fact converted into U.S.
dollars. If the Canadian dollars, or any successor or other foreign currency, are
converted into U.S. dollars on the date of the payment, the U.S. Holder should not be
required to recognize any foreign currency gain or loss with respect to the receipt of
Canadian dollars as distributions. If, instead, the Canadian dollars are converted at a
later date, any currency gains or losses resulting from the conversion of the Canadian
dollars will be treated as U.S. source ordinary income or loss. Any amounts recognized as
dividends would generally constitute foreign source "passive income" or, in the
case of certain U.S. Holders, "financial services income" for U.S. foreign tax
credit purposes. A U.S. Holder will have a basis in any Canadian dollars distributed equal
to their dollar value on the payment date.

A Non-U.S. Holder of common stock generally will not be subject to U.S.
federal income or withholding tax on dividends received on common stock unless such income
is effectively connected with the conduct by such Non-U.S. Holder of a trade or business
in the United States.

Sale or Exchange

A U.S. Holder's initial tax basis in the common stock will generally be
cost to the holder. A U.S. Holder's adjusted tax basis in the common stock will generally
be the same as cost, but may differ for various reasons including the receipt by such
holder of a distribution that was not made up wholly of earnings and profits as described
above under the heading "Dividends." Subject to the discussion of passive
foreign investment companies below, gain or loss realized by a U.S. Holder on the sale or
other disposition of common stock will be subject to U.S. federal income taxation as
capital gain or loss in an amount equal to the difference between the U.S. Holder's
adjusted tax basis in the common stock and the amount realized on the disposition. In the
case of a non-corporate U.S. Holder, the federal tax rate applicable to capital gains will
depend upon:

> <the holder's holding period for the common stock, with a preferential rate available for
>       common stock held for more than one year; and
>     the holder's marginal tax rate for ordinary income.

Any gain realized will generally be treated as U.S. source gain and
loss realized by a U.S. Holder generally also will be treated as from sources within the
United States.

The ability of a U.S. Holder to utilize foreign taxes as a credit to
offset U.S. taxes is subject to complex limitations and conditions. The consequences of
the separate limitation calculation will depend upon the nature and sources of each U.S.
Holder's income and the deductions allocable thereto. Alternatively, a U.S. Holder may
elect to claim all foreign taxes paid as an itemized deduction in lieu of claiming a
foreign tax credit. A deduction does not reduce U.S. tax on a dollar-for-dollar basis like
a tax credit, but the availability of the deduction is not subject to the same conditions
and limitations applicable to foreign tax credits.

If a U.S. Holder receives any foreign currency on the sale of common
stock, such U.S. Holder may recognize ordinary income or loss as a result of currency
fluctuations between the date of the sale of common stock and the date the sale proceeds
are converted into U.S. dollars.

A Non-U.S. Holder of common stock generally will not be subject to U.S.
federal income or withholding tax on any gain realized on the sale or exchange of such
common stock unless:

> such gain is effectively connected with the conduct by such Non-U.S.
>       Holder of a trade or business in the United States; or
>     in the case of any gain realized by an individual Non-U.S. Holder,
>       such Non-U.S. Holder is present in the United States for 183 days or more in the taxable
>       year of such sale and certain other conditions are met.

Personal Holding Company

We could be classified as a personal holding company for U.S. federal
income tax purposes if both of the following tests are satisfied:

> if at any time during the last half of our taxable year, five or
>       fewer individuals own or are deemed to own more than 50% of the total value of our shares;
>       and
>     we receive 60% or more of our U.S. related gross income from
>       specified passive sources, such as royalty payments.

A personal holding company is taxed on a portion of its undistributed
U.S. source income, including specific types of foreign source income which are connected
with the conduct of a U.S. trade or business, to the extent this income is not distributed
to shareholders. We do not believe we are a personal holding company presently and we do
not expect to become one. However, we cannot assure you that we will not qualify as a
personal holding company in the future.

Foreign Personal Holding Company

We could be classified as a foreign personal holding company if in any
taxable year both of the following tests are satisfied:

> five or fewer individuals who are United States citizens or residents
>       own or are deemed to own more than 50% of the total voting power of all classes of our
>       shares entitled to vote or the total value of our shares; and
>     at least 60%, 50% in some cases, of our gross income, as adjusted,
>       consists of "foreign personal holding company income", which generally includes
>       passive income such as dividends, interests, gains from the sale or exchange of shares or
>       securities, rent and royalties.

If we are classified as a foreign personal holding company and if you
hold shares in us, you may have to include in your gross income as a dividend your pro
rata portion of our undistributed foreign personal holding company income. If you dispose
of your shares prior to such date, you will not be subject to tax under these rules. We do
not believe we are a foreign personal holding company presently and we do not expect to
become one. However, we cannot assure you that we will not qualify as a foreign personal
holding company in the future.

Passive Foreign Investment Company

We believe that our common stock should not currently be treated as
stock of a passive foreign investment company for United States federal income tax
purposes, but this conclusion is a factual determination made annually and thus may be
subject to change based on future operations and composition and valuation of our assets.
In general, we will be a passive foreign investment company with respect to a U.S. Holder
if, for any taxable year in which the U.S. Holder holds our subordinate voting shares,
either:

> at least 75% of our gross income for the taxable year is passive
>       income; or
>     at least 50% of the average value of our assets is attributable to
>       assets that produce or are held for the production of passive income.

For this purpose, passive income includes income such as:

> dividends;
>     interest;
>     rents or royalties, other than certain rents or royalties derived
>       from the active conduct of trade or business;
>     annuities; or
>     gains from assets that produce passive income.

If a foreign corporation owns at least 25% by value of the stock of
another corporation, the foreign corporation is treated for purposes of the passive
foreign investment company tests as owning its proportionate share of the assets of the
other corporation and as receiving directly its proportionate share of the other
corporation's income.

If we are treated as a passive foreign investment company, a U.S.
Holder that did not make a qualified electing fund election or, if available, a
mark-to-market election, as described below, would be subject to special rules with
respect to:

> <any gain realized on the sale or other disposition of common stock; and
>     any "excess distribution" by us to the U.S. Holder.

Generally, "excess distributions" are any distributions to
the U.S. Holder in respect of the subordinate voting shares during a single taxable year
that are greater than 125% of the average annual distributions received by the U.S. Holder
in respect of the common stock during the three preceding taxable years or, if shorter,
the U.S. Holder's holding period for the common stock.

Under the passive foreign investment company rules,

> the gain or excess distribution would be allocated ratably over the
>       U.S. Holder's holding period for the common stock;
>     the amount allocated to the taxable year in which the gain or excess
>       distribution was realized would be taxable as ordinary income;
>     the amount allocated to each prior year, with certain exceptions,
>       would be subject to tax at the highest tax rate in effect for that year; and
>     the interest charge generally applicable to underpayments of tax
>       would be imposed in respect of the tax attributable to each such year.

A U.S. Holder owning actually or constructively "marketable
stock" of a passive foreign investment company may be able to avoid the imposition of
the passive foreign investment company tax rules described above by making a
mark-to-market election. Generally, pursuant to this election, such holder would include
in ordinary income, for each taxable year during which such stock is held, an amount equal
to the increase in value of the stock, which increase will be determined by reference to
the value of such stock at the end of the current taxable year compared with their value
as of the end of the prior taxable year. Holders desiring to make the mark-to-market
election should consult their tax advisors with respect to the application and effect of
making such election.

In the case of a U.S. Holder who does not make a mark-to-market
election, the special passive foreign investment company tax rules described above will
not apply to such U.S. Holder if the U.S. Holder makes an election to have us treated as a
qualified electing fund and we provide certain required information to holders. For a U.S.
Holder to make a qualified electing fund election, we would have to satisfy certain
reporting requirements. We have not determined whether we will undertake the necessary
measures to be able to satisfy such requirements in the event that we were treated as a
passive foreign investment company.

A U.S. Holder that makes a qualified electing fund election will be
currently taxable on its pro rata share of our ordinary earnings and net capital gain, at
ordinary income and capital gains rates, respectively, for each of our taxable years,
regardless of whether or not distributions were received. The U.S. Holder's basis in the
common stock will be increased to reflect taxed but undistributed income. Distributions of
income that had previously been taxed will result in a corresponding reduction of basis in
the common stock and will not be taxed again as a distribution to the U.S. Holder. U.S.
Holders desiring to make a qualified electing fund election should consult their tax
advisors with respect to the advisability of making such election.

United States Backup Withholding and Information Reporting

A U.S. Holder will generally be subject to information reporting with
respect to dividends paid on, or proceeds of the sale or other disposition of, our common
shares, unless the U.S. Holder is a corporation or comes within certain other categories
of exempt recipients. A U.S. Holder that is not an exempt recipient will generally be
subject to backup withholding at a rate of 31% with respect to the proceeds from the sale
or the disposition of, or with respect to dividends on, common stock unless the U.S.
Holder provides a taxpayer identification number and otherwise complies with applicable
requirements of the backup withholding rules. Any amount withheld under these rules will
be creditable against the U.S. Holder's U.S. federal income tax liability or refundable to
the extent that it exceeds such liability. A U.S Holder who does not provide a correct
taxpayer identification number may be subject to penalties imposed by the United States
Internal Revenue Service.

Non-U.S. Holders will generally be subject to information reporting and
possible backup withholding with respect to the proceeds of the sale or other disposition
of common stock effected within the United States, unless the holder certifies to its
foreign status or otherwise establishes an exemption if the broker does not have actual
knowledge that the holder is a U.S. holder. A payor within the United States will be
required to withhold 31% of any payments of dividends on or proceeds from the sale of
common stock within the United States to a non-exempt U.S. or Non-U.S. Holder if such
holder fails to provide appropriate certification. In the case of such payments by a payor
within the United States to a foreign partnership other than a foreign partnership that
qualifies as a "withholding foreign partnership" within the meaning of such
Treasury regulations, the partners of such partnership will be required to provide the
certification discussed above in order to establish an exemption from backup withholding
tax and information reporting requirements.

Canadian Federal Income Tax Considerations

The following is a summary of the material Canadian federal income tax
considerations generally applicable to a U.S. person who holds common stock and who, for
the purposes of the Income Tax Act (Canada), or the "ITA", and the Canada-United
States Income Tax Convention (1980), or the "Convention," as applicable and at
all relevant times:

> is resident in the United States and not resident in Canada;
>     holds the common stock as capital property;
>     does not have a "permanent establishment" or "fixed
>       base" in Canada, as defined in the Convention; and
>     deals at arm's length with us. Special rules, which are not discussed
>       below, may apply to "financial institutions", as defined in the ITA, and to
>       non-resident insurers carrying on an insurance business in Canada and elsewhere.

This discussion is based on the current provisions of the ITA and the
Convention and on the regulations promulgated under the ITA, all specific proposals to
amend the ITA or the regulations promulgated under the ITA announced by or on behalf of
the Canadian Minister of Finance prior to the date of this Annual Report and the current
published administrative practices of the Canada Customs and Revenue Agency, or the
Agency. It does not otherwise take into account or anticipate any changes in law or
administrative practice nor any income tax laws or considerations of any province or
territory of Canada or any jurisdiction other than Canada, which may differ from the
Canadian federal income tax consequences described in this document.

Under the ITA and the Convention, dividends paid or credited, or deemed
to be paid or credited, on the common stock to a U.S. person who owns less than 10% of the
voting shares will be subject to Canadian withholding tax at the rate of 15% of the gross
amount of those dividends or deemed dividends. If a U.S. person is a corporation and owns
10% or more of the voting shares, the rate is reduced from 15% to 5%. As described above
and subject to specified limitations, a U.S. person may be entitled to credit against U.S.
federal income tax liability for the amount of tax withheld by Canada.

Under the Convention, dividends paid to specified religious,
scientific, charitable and similar tax exempt organizations and specified organizations
that are resident and exempt from tax in the United States and that have complied with
specified administrative procedures are exempt from this Canadian withholding tax.

A capital gain realized by a U.S. person on a disposition or deemed
disposition of the common stock will not be subject to tax under the ITA unless the common
stock constitute taxable Canadian property within the meaning of the ITA at the time of
the disposition or deemed disposition. In general, the common stock will not be
"taxable Canadian property" to a U.S. person if they are listed on a prescribed
stock exchange, which includes The Toronto Stock Exchange, unless, at any time within the
five-year period immediately preceding the dispositions, the U.S. person, persons with
whom the U.S. person did not deal at arm's length, or the U.S. person together with those
persons, owned or had an interest in or a right to acquire more than 25% of any class or
series of our shares.

If the common stock are taxable Canadian property to a U.S. person, any
capital gain realized on a disposition or deemed disposition of those common stock will
generally be exempt from tax under the ITA by virtue of the Convention if the value of the
common stock at the time of the disposition or deemed disposition is not derived
principally from real property, as defined by the Convention, situated in Canada. The
determination as to whether Canadian tax would be applicable on a disposition or deemed
disposition of the common stock must be made at the time of the disposition or deemed
disposition.

HOLDERS OF COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM, INCLUDING THE APPLICATION AND EFFECT OF
ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS, OF THE ACQUISITION, OWNERSHIP AND
DISPOSITION OF COMMON STOCK.

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



Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements that reflect our
current expectations about our future results, performance, prospects and opportunities.
Where possible, the forward-looking statements are identified by words such as
"believes," "anticipates," "plans," "expects,"
"seeks," "estimates," "intends," "may,"
"will," and other similar expressions; however, these words are not the
exclusive means of identifying such statements. In addition, any statements that refer to
expectations, projections or other characterization of future events or circumstances are
forward-looking statements. The forward-looking statements are subject to significant
risks, uncertainties and other factors including those identified in the "Risk
Factors" section of this Form 10, which may cause actual results to differ materially
from those expressed in or implied by, these statements. We undertake no obligation to
publicly update or revise any forward-looking statements to reflect events or
circumstances occurring subsequent to the filing of this report or for any other reason.

Nature of Business



The financial statements have been prepared in accordance with
accounting principles generally accepted in Canada. A reconciliation of amounts presented
in accordance with United States accounting principles is detailed in note 16 of the
consolidated financial statements. Unless otherwise indicated, all dollar amounts are
disclosed in Canadian dollars.

Equicap Financial Corp. is in the business of acquiring, developing and
financing interests in select businesses which are capable of growth and expansion. The
Company owns 100% of its subsidiaries, OnlineConsortium.com, Inc., FilmIndustry.com, Inc.
and DJscene.com Media, Inc. None of these subsidiaries of the Company have generated any
revenue.Using the expertise of its board of directors, the Company
continues to search for new financable projects.

DJscene is an online community portal for the Disc Jockey segment of
the international music industry. DJscene provides urban club and radio mixshow DJs
with promotional and networking opportunities on the Internet. DJscene offers features
that include streaming media and video, exclusive talent interviews, music industry news,
a member directory, a DJ directory and email services. DJscene faces competition from
online communities that target amateur and professional DJs and their patrons. These
competitors generally offer services that compete with the services offered at DJscene and
threaten to reduce potential DJscene membership and traffic levels. Equicap anticipated
that DJscene would generate revenues and become profitable through the sale of advertising
and membership fees. To this end, Equicap provided significant funds to develop software
necessary to enable DJscene to provide its online community with these features. However,
due to ongoing cash flow problems, the Company has been required to cease operations of
DJscene in September 2003. To date DJscene has not generated any income.

FilmIndustry is an online vertical directory and content portal
designed to serve the needs of the film industry. The web site provided an online
interactive community for film, television and media professionals world wide, offering
access to industry news, insight and discussion. FilmIndustry developed a comprehensive
Professional Directory database that was intended to give film industry professionals an
opportunity to promote themselves through their personalized Professional Directory
Profile. The Company expended considerable funds developing FilmIndustry software
applications, but by the later part of fiscal 2001, the ongoing working capital shortage
forced Equicap to halt all operating activity of FilmIndustry and put further development
of its Professional Directory on hold pending financing being arranged. The recent and
rapid demise of the dot.com technology sector of the public markets has made it extremely
difficult to interest potential investors in financing internet based projects. Unless
market conditions or investor perceptions change, we may be unable to obtain the operating
funds needed to recommence operations.

Results of Operations for the Three and Twelve Months Ended July 31, 2003 Compared to
the Three and Twelve Months Ended July 31, 2002

Equicap individually had a loss for the three months and twelve months
ended July 2003 of $14,227 and $70,019 respectively, compared to $32,103 and $120,542 for
the three and twelve months ended July 2002. The expenses for the twelve month period to
July 2003 were reduced by $50,523 compared to the same period for 2002. This decrease
comes from a reduction in accounting fees, rent and salaries over last year due to
continued cutbacks caused by the Companys ongoing budgetary concerns.

O-Tooz reached a settlement by way of signed conditional releases with
two of its outstanding creditors whereby the two creditors received a combined payment of
$10,375 and forgave the remaining amount owing them of $10,505. The remainder of the
accounts payable of $39,271 is reported on the Balance Sheet under "discontinued
operations".

DJscene had a loss for the three and twelve months ended July 2003 of
$4,222 and $17,751 respectively compared to $15,122 and $59,731 for the three and twelve
months ended July 2002. These decreases are the result of continued scaling back of
operations of DJscene in light of the Companys working capital deficiency. No
consulting fees were paid in 2003 compared with $18,800 paid in 2002. Wages were reduced
from $26,371 for 2002 to nil for 2003. Justin Leigh continues to serve as President of
DJscene and to work on its website without compensation. All additional expenses were
reduced in 2003 with the exception of hosting fees which were $11,515 for 2003 compared to
$4,307 for 2002. Hosting fees represent the cost of maintaining the servers and networks
that the website is hosted on as well as bandwidth costs associated with the operation of
the website. The company has not realized any revenues.

The Companys US subsidiaries, Online.com and FilmIndustry remain
inactive pending an infusion of operating capital and as a result of this continued
inactivity, expenses for the period remain minimal. The companies reported a combined net
loss of $3,015 for the twelve month period ended July 31, 2003 compared to $7,572 for same
period ended 2002. The expenses are for general office expenses consisting of accounting
and legal fees and bank charges and amortization. FilmIndustry has not realized any
income.

The Company had a consolidated net loss from operations for the three
and twelve months ended July 2003 of $10,065 and $80,280 respectively compared to $51,070
and $231,532 for the three and twelve months ended July 2002. The decrease in losses in
2003 is due to continued inactivity in FilmIndustry, seriously scaling back expenses in
DJscene, reduced corporate expenses and the forgiveness of a portion of O-Toozs
outstanding accounts payable.

Related Party Transactions

To help finance its operations, by December 2002 the Company had
borrowed, by way of a promissory note, $348,780 from Brett Holdings Ltd., a company
controlled by D. Grant Macdonald, Equicaps President and Director. The promissory
note was due on demand and bore interest at the annual prime rate plus 2%. The loan
interest of $6,840 was also outstanding. On December 13, 2002, the Company completed a
Shares for Debt Agreement, whereby Brett Holdings Ltd. received 2,370,800 shares at $0.15
per share in settlement of its outstanding loan of $355,620.

By July 31, 2003, the Company had borrowed a further $3,902 by way of a
promissory note from Brett Holdings Ltd. and at October 31, 2003 the total owing to Brett
Holdings is $16,364.

Liquidity and Capital Resources

At July 31, 2003 the Company had a consolidated cash position of $1,038
and a working capital deficiency of $74,337. The Company completed a private placement in
January 2003, resulting in the issuance of 165,000 shares of the Company for proceeds of
$33,000. In March 2003, 50,000 warrants were exercised for additional proceeds of $11,000.
Equicap has suffered recurring losses from operations and its ability to continue as a
going concern is dependent upon many factors, including the ability of the Company to
obtain financing to fund working capital requirements, the degree of competition
encountered and general economic conditions. Additional financing is required to develop
and market the products and services of the Companys subsidiaries. Managements
plan in this regard is to raise equity financing. In the interim, operating loans have
been received as needed from Brett Holdings Ltd., but Brett Holdings is under no
commitment to continue to fund the existing overhead. The Companys continuance is
dependent upon its ability to obtain additional financing to cover its operating expenses.

Significant Events

The Company held its Annual General Meeting on December 10, 2002 and
Grant Macdonald, Shirley Kancs and Dean Claridge were elected Directors. Subsequently, Mr.
Macdonald was appointed President and Ms. Kancs was appointed Secretary. Shareholder
approval was sought and granted to changed the name of the Company if required.
Shareholder approval was also sought and granted to convert 218,751 of the Companys
escrowed shares from a performance based to a time-based formula. Regulatory approval was
received on January 7, 2003. These shares are now being released over a 72 month period.

On December 13, 2002 the Company received regulatory approval for a
Debt Settlement Arrangement. The Company issued 2,412,300 shares at $0.15 per share in
exchange for the settlement of three outstanding debts totaling $365,845, the largest
amount being the loan owed to Brett Holdings Ltd. in the amount of $355,620.

On January 10, 2003 regulatory acceptance was received for a
Non-Brokered Private Placement of 165,000 Units at a price of $0.20 per unit. Each unit
consisted of one common share and one non-transferable share purchase warrant. One warrant
entitles the holder to purchase one additional common share at a price of $0.22 per share
for a one year period. Proceeds to date from the Private Placement totaling $44,000 were
used for general operating expenses. At July 31, 2003 the Company had 5,786,834 issued
common shares.

On August 28, 2002 the Company filed a Form 10-12g application for
registration with the Security Exchange Commission as a foreign issuer. Acceptance was
received on January 7, 2003 and on April 7, 2003 the Companys shares were called to
trade on the NASDAQ Small Cap Market under the symbol "ONNCF". Its shares
continued to trade on the TSX Venture Exchange under the symbol "ONN".

The Company subsequently received regulatory approval to proceed with
the name change and effective July 11, 2003 the name was changed to Equicap Financial
Corp. Its new trading symbol on the TSX Venture Exchange is "EQF" and on the
NASDAQ Bulletin Board is "EQFCF". The new CUSIP number is 29441N 10 5. There was
no consolidation of capital.

Subsequent Events

After continuing to work on the DJscene website for the last year
without compensation due to the shortage of working capital, Justin Leigh determined that
he is unable to continue. As the website needs to be constantly updated to be current and
viable, the Company decided it had no choice but to take down the DJscene website.
Accordingly, in September 2003, operation of the site was halted and unless there is a
significant shift in the market place regarding internet based business, it is unlikely
the Company will be able to obtain the funding needed to re-implement the site.



Critical Accounting Estimates

The discussion and analysis of  financial condition and results of
operations is based on Equicap 's consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in Canada. The
preparation of these financial statements requires management to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. On an on-going basis, Equicap
evaluates its estimates, including those related to revenue, bad debts, intangible assets,
restructuring, contingencies and litigation. The estimates are based on historical
experience and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions.

Our only revenue producing business to date, O-Tooz Energie Group Inc.,
ceased operations in September 2001 and is reflected as discontinued operations. Our other
two businesses in development, FilmIndustry and DJscene have not yet generated revenues
from operations. If these companies obtain adequate operating capital and are able to
recommence operations, revenue, if any, will be recognized when the earnings process is
complete, as evidenced by agreement between the customer and the Company, when services
have been rendered and when collection is probable. The recognition of revenue in
conformity with accounting principles generally accepted in Canada will require Equicap to
make estimates and assumptions that will affect the reported amounts of revenue. We expect
that the majority of our revenues would be invoiced on a monthly basis.

As no operations presently generate any revenue, Equicap presently has
no accounts receivable or any need to determine an allowance for doubtful accounts. If
Equicap obtains adequate operating capital and is able to recommence the operations of its
subsidiaries, an allowance for doubtful accounts for estimated losses resulting from the
inability of its customers to make required payments will need to be determined once
revenue, if any, is generated. We intend to perform regular analyses on accounts
receivable balances and determine what accounts receivable require the creation of an
allowance.

We assess the fair value and recoverability of our long-lived assets,
including goodwill, whenever events and circumstances indicate the carrying value of an
asset may not be recoverable from estimated future cash flows expected to result from its
use and eventual disposition. In doing so, we make assumptions and estimates regarding
future cash flows and other factors to make our determination. The fair value of our
long-lived assets and goodwill is dependent upon the forecasted performance of our
business, changes in our business and the overall economic environment. When we determine
that the carrying value of our long-lived assets and goodwill may not be recoverable, we
measure any impairment based upon a forecasted discounted cash flow method. If these
forecasts are not met, we may have to record additional impairment charges not previously
recognized. For the period ended December 31, 2001, we wrote-off the FilmIndustry software
license and database asset of $205,431 as its revenue generating potential was determined
to be limited.

Equicap periodically records the estimated impact of various
conditions, situations or circumstances involving uncertain outcomes. We account for these
contingencies as prescribed by SFAS No. 5 "Accounting for Contingencies". We use
our best judgment to determine the estimate of these contingencies and adjust these
reserves to account for ongoing issues and changes in circumstances.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No. 141 ("SFAS
141"), "Business Combinations." SFAS 141 requires the purchase method of
accounting for business combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. We do not believe that the adoption of SFAS 141 will have a
significant impact on our financial statements.

In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible
Assets", which is effective January 1, 2002. SFAS 142 requires, among other things,
the discontinuance of goodwill amortization. In addition, the standard includes provisions
for the reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles, reclassification of
certain intangibles out of previously reported goodwill and the identification of
reporting units for purposes of assessing potential future impairments of goodwill. SFAS
142 also requires the completion of a transitional goodwill impairment test six months
from the date of adoption. We do not believe that the adoption of SFAS 142 will have a
significant impact on our financial statements.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets. This
statement supersedes FASB Statement No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and the accounting
and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations
- Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions." This Statement also amends ARB
No. 7, "Consolidated Financial Statements," to eliminate the exception to
consolidation for a subsidiary for which control is likely to be temporary. This Statement
requires that one accounting model be used for long-lived assets to be disposed of by
sale, whether previously held and used or newly acquired. This Statement also broadens the
presentation of discontinued operations to include more disposal transactions. The
provisions of this Statement are required to be adopted at the beginning of fiscal 2002.
We do not believe that the adoption of SFAS 144 will have a significant impact on our
financial statements.

Government Regulation

Equicap is a Canadian Corporation and is governed by the laws of
Canada. The shares of Equicap are listed on the TSX Venture Exchange and on the NASDAQ
SmallCap Market. There are no Canadian economic, fiscal, monetary, or political policies
or factors that have materially affected or could materially affect, directly or
indirectly, our operations or investments by United States nationals. See "Item 9.
Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder
Matters  Exchange Controls, and Taxation" for a discussion of Canadian and
United States foreign exchange controls and tax laws.

Quantitative and Qualitative Disclosures About Market Risk

All of Equicap operations are based in Canada and denominated in
Canadian currency. Cash balances are presently maintained in non-interest bearing
accounts.

Factors That May Affect Future Results

This registration statement, including Managements Discussion and
Analysis of Financial Condition and Results of Operations, contains forward-looking
statements and other prospective information relating to future events. These
forward-looking statements and other information are subject to certain risks and
uncertainties that could cause results to differ materially from historical or anticipated
results, including the following:

We have a working capital deficiency at July 31, 2003; our Credit
facilities can be called at any time. At July 31, 2003, we had a working capital
deficiency of &74,337. Our credit facilities are all on a demand basis and could be
called for repayment at any time.

History of Losses; Increased Expenses. As of July 31, 2003, we had
an accumulated deficit and have not generated an operating profit since inception. There
can be no assurance that we will realize revenue growth or be profitable on a quarterly or
annual basis.

Additional Financing. We do not have sufficient capital to fund our
operations. In particular, additional financing is required to develop and market the
products and services of our subsidiaries. No assurance can be given that any additional
financing required would be available, or that additional financing will be available on
terms that may be advantageous to existing shareholders. Such financing, to the extent
available, may result in substantial dilution to our shareholders. To the extent such
financing is not available, we may be delayed or unable to commercialize the products and
services of our subsidiaries.

We may undertake acquisitions that could limit our ability to manage
and maintain our business, result in adverse accounting treatment and could be difficult
to integrate into our business. A component of future growth will depend on the
ability to identify, negotiate, and acquire additional companies and assets that
complement or expand existing operations. However we may be unable to complete any
acquisitions, or any acquisitions we may complete may not enhance our business. Any
acquisitions could subject us to a number of risks, including:

> 

o diversion of management's attention;

o amortization of substantial goodwill, adversely
    affecting our reported results of operations;

o inability to retain the management, key
    personnel and other employees of the acquired business;

o inability to establish uniform standards,
    controls, procedures and policies;

o inability to retain the acquired company's
    customers; and

o exposure to legal claims for activities of the
    acquired business prior to acquisition; and inability to integrate the acquired company
    and its employees into our organization effectively.

We have not paid dividends, do not intend to pay dividends in the
foreseeable future and are currently restricted from paying dividends pursuant to the
terms of our credit facility and British Columbia corporate law. We have not paid any
cash dividends on our common stock and do not expect to pay any cash or other dividends in
the foreseeable future. The terms of our current credit facility prohibit us from
declaring and paying dividends.

Our stock is thinly traded and is subject to price volatility.
Trading volume in our common stock has historically been limited. Accordingly, the trading
price of our common stock could be subject to wide fluctuations in response to quarterly
variations in operating results, changes in financial estimates by securities analysts, an
imbalance of purchasers and sellers, or other factors.

Enforcement of Civil Liabilities. Equicap Financial Corp. is a
corporation incorporated under the laws of British Columbia, Canada. All of the directors
and officers are residents of Canada or otherwise reside outside of the United States. All
or a substantial portion of the assets of such persons are or may be located outside of
the United States. It may be difficult to effect service of process within the United
States upon Equicap or upon such directors or officers or to realize in the United States
upon judgments of United States courts predicated upon civil liability of Equicap or such
persons under U.S. federal securities laws. We have been advised that there is doubt as to
whether Canadian courts would (i) enforce judgments of U.S. courts obtained against
Equicap or such directors or officers predicated solely upon the civil liabilities
provisions of United States federal securities laws, or (ii) impose liabilities in
original actions against Equicap or such directors and officers predicated solely upon
such U.S. laws. However, a judgment against Equicap predicated solely upon civil
liabilities provisions of such U.S. federal securities laws may be enforceable in Canada
if the United States court in which such judgment was obtained has a basis for
jurisdiction in that matter that would be recognized by a Canadian court.

Certain Shareholders May Exercise Control Over Matters Voted Upon by
the Shareholders. Certain of the Companys officers and directors together
beneficially owned a significant portion of the outstanding common shares as of July 31,
2003. These shareholders hold a majority of Equicap s outstanding common shares, and
are able to exercise significant influence over matters requiring shareholder approval,
including the election of directors and the approval of mergers, consolidations and sales
of assets. This may prevent or discourage tender offers for the Equicap 's common shares.

Shares of our common stock are expected to trade under $5.00 upon
listing in the United States and the application of "penny stock regulations"
could adversely affect the market price of our common stock and may affect the ability of
holders of our common stock to sell their shares. Our securities will be considered a
penny stock. The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be any equity security that has a market
price (as defined) of less than $5.00 per share or an exercise price of less than $5.00
per share, subject to certain exceptions. As a result, our common stock is subject to
rules that impose additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors (generally
those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000
together with their spouse.)

For transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase. Additionally,
for any transaction involving a penny stock, unless exempt, the rules require the
delivery, prior to the transaction, of a risk disclosure document mandated by the
Commission relating to the penny stock market. The broker-dealer must also disclose the
commission payable to both the broker-dealer and the registered representative, current
quotations for the securities and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price information for
the penny stock held in the account and information on the limited market in penny stocks.
Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell our securities and may affect the ability of investors to sell our securities in
the secondary market and the price at which such purchasers can sell any such securities.

We are subject to the risk of possibly becoming subject to regulation
under the Investment Company Act of 1940. Because we are a holding company and a
 portion of our assets may in the future consist of investments in companies in which
we own less than a 50% interest, we run the risk of inadvertently becoming an investment
company that is required to register under the Investment Company Act of 1940. Registered
investment companies are subject to extensive, restrictive and potentially adverse
regulation relating to, among other things, operating methods, management, capital
structure, dividends and transactions with affiliates. Registered investment companies are
not permitted to operate their business in the manner in which we operate our business,
nor are registered investment companies permitted to have many of the relationships that
we have with our affiliated companies. To avoid regulation under the Investment Company
Act, we monitor the value of our investments and structure transactions with an eye toward
the Investment Company Act. As a result, we may structure transactions in a less
advantageous manner than if we did not have Investment Company Act concerns, or we may
avoid otherwise economically desirable transactions due to those concerns. In addition,
events beyond our control, including significant appreciation or depreciation in the
market value of certain of  publicly traded holdings, if any, could result in our
becoming an inadvertent investment company. If we were to become an investment company, we
would have one year to divest of a sufficient amount of investment securities and/or
acquire other assets sufficient to cause us to no longer be an investment company. If it
were established that we are an unregistered investment company, there would be a risk,
among other material adverse consequences, that we could become subject to monetary
penalties or injunctive relief, or both, in an action brought by the Securities and
Exchange Commission, that we would be unable to enforce contracts with third parties or
that third parties could seek to obtain rescission of transactions with us undertaken
during the period it was established that we were an unregistered investment company.



ITEM 7. FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are attached as
follows:



Independent Auditors Report F-1

Equicap Financial Corp. Financial Statements as of and



for the year ended July 31, 2003 and 2002 F-2 through F-17



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

None

PART III

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

EXECUTIVE OFFICERS AND DIRECTORS

The directors and executive officers of Equicap Financial Corp. as of
July 31, 2003 were:

|Name               | Age | Position with Equicap 
|------------------ | --- | ----------------------
|D. Grant Macdonald | 68  | Director and President
|Shirley Kancs      | 51  | Director and Secretary
|Dean G. Claridge   | 45  | Director              

D. Grant Macdonald. Mr. Macdonald has been President of the Company
since September 2001. He is also the Senior Vice President and director of Canaccord
Capital Corp., securities dealer, and has been since November 1998. From October 1997
until it was acquired in November 1998 by Canaccord, he was President and Chief Executive
Officer of Brink Hudson & Lefever Ltd, a regional securities dealer. He is also
President, Chief Executive Officer and Chairman of D. Grant Macdonald Capital Corp., a
merchant bank, and has been since September 1993. He has also been President of Brett
Holdings Ltd. since 1978.

Mr. Macdonald has been a director of the Company since August 1998. He
has been director, President and Treasurer of Online.com, our U.S. subsidiary, since
November 1999 and Vice-President and Treasurer of FilmIndustry, our U.S. subsidiary, since
July 2001. He has been a director of Hybridge Investment Management Inc., a portfolio
management company, since June 1997.

Shirley Kancs. Ms. Kancs has been the in house accountant for the
Company and its subsidiaries since 1998. She has been the accountant and corporate
secretary for D. Grant Macdonald Capital Corp., a merchant bank, since April 1994. Since
1998 she has also been the accountant and corporate secretary for Hybridge Investment
Management Inc., a portfolio management company. Prior to this time, Ms. Kancs was
employed with a mid size Vancouver law firm for six years as head of their accounting
department. Ms. Kancs has been a director of the Company since December 2000. She has not
been a director of any other company.

Dean G. Claridge. Mr. Claridge has been a self employed financial
consultant since April 1998, under the name Armada Ventures Inc. He assists emerging
growth companies in structuring and attaining financing by acting as a liaison between
such companies and the brokerage community. He was employed by D. Grant Macdonald Capital
Corp., a merchant bank, from January 1995 until March 1998 in the corporate finance
department, in charge of investor relations. Prior to this time he worked as a registered
broker. Mr. Claridge has been a director of the Company since October 2001 and a director
of BTB Solutions Inc., a member of the Capital Pool Corp. since October 2001 and a
director of MCF Enterprises Inc. (the Company) from July 1999 until November 1999.



Board of Directors

Equicap is authorized to have a board of at least four directors and no
more than five. We currently have three directors. Our directors are elected for a term of
about one-year, from annual meeting to annual meeting, or until an earlier resignation,
death or removal. Each officer serves at the discretion of the board or until an earlier
resignation or death. There are no family relationships among any of our directors or
officers. British Columbia corporate law requires that we have an audit committee of at
least three directors and the majority must not be officers, employees or affiliates.
Equicap is presently evaluating prospective board members and anticipates being in
compliance with this provision of British Columbia corporate law in the near future.

Currently our directors do not receive any fees or remuneration for
being directors of Equicap , but we will reimburse actual and reasonable out of pocket
expenses incurred for attending board and committee meetings. Directors are eligible to
receive stock options granted by our board.



Committees of the Board of Directors - Audit Committee

The audit committee is comprised of Grant Macdonald, Dean Claridge and
Shirley Kancs.



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE









ITEM 10. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION AND OTHER MATTERS

The following table sets forth the compensation earned for services
rendered in all capacities for the three most recently completed years by our Chief
Executive Officer and our other most highly compensated executive officers whose salary
and bonus during the year ended July 31, 2003 exceeded US$100,000.

Summary Compensation Table

|                                                                   |                             | Annual
    Compensation     | Long Term
    Compensation |                                       
|------------------------------------------------------------------ | --------------------------- | --------------------------- | -------------------------- | --------------------------------------
|                                                                   |                             |                             |                            |                                       
|Name and Principal Position                                        | Year Ended                  | Salary
    ($)              | Bonus
    ($)              | Other Annual
    Compen-sation
    ($)
|D. Grant
    Macdonald, President
    
    Ron Froh,
    President | 2003
    2002
    
    2001 | Nil
    Nil
    
    27,083 | Nil
    Nil
    
    Nil   | Nil
    Nil
    
    Nil              

> "SAR" or "stock
>     appreciation right" means a right granted by the Company, as compensation for
>     services rendered, to receive a payment of cash or an issue or transfer of securities
>     based wholly or in part on changes in the trading price of publicly traded securities of
>     the Company.
>     "LTIP" or "long term incentive plan" means any plan
>     that provides compensation intended to serve as incentive for performance to occur over a
>     period longer than one financial year, but does not include option or stock appreciation
>     right plans or plans for compensation through restricted shares or restricted share units.

Option Grants in Last Fiscal Year

There were no options granted to Executive Officers in 2003.

Aggregate Option Exercises in Last Fiscal Year

No options were held at July 31, 2003 by our Executive Officers



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following table sets forth information regarding the beneficial ownership of our
common stock as of July 31, 2003 for:

> o each person who is known to own beneficially more than 5% of
>     our outstanding common stock,
>     o each of our executive officers and directors and
>     o all executive officers and directors as a group.

The percentage of beneficial ownership for the following table is based on 3,159,534
shares of common stock outstanding on July 31, 2003.

Unless otherwise indicated below, to our knowledge, all persons and entities listed
below have sole voting and investment power over their shares of common stock, except to
the extent that individuals share authority with spouses under applicable law.

Shares of common stock not outstanding but deemed beneficially owned because an
individual has the right to acquire the shares of common stock within 60 days are treated
as outstanding when determining the amount and percentage of common stock owned by that
individual and by all directors and executive officers as a group. Each person has sole
voting and investment power with respect to the shares of common stock shown.

Name and address of
    beneficial owner
    Number of
    shares beneficially owned
    
    Percentage
    of shares outstandingD. Grant Macdonald1102
    Highland Drive
    West Vancouver, B.C. V7S 2H1
    3,355,950
    
    57.99%Shirley Kancs2145 Hill Drive
    North Vancouver, B.C. V7H 2N1
    1,666
    
    l *Dean G. Claridge5480 Monte
    Bre Crescent
    West Vancouver, B.C. V7W 3B1
    236,833
    
    0.04%All directors and executive
    officers as a group (3)
    3,594,449
    
    62.11%


> o Less than 1%.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Equicap believes that the transactions set forth below were made on
terms no less favorable to Equicap than could have been obtained from unaffiliated third
parties. All future related party transactions will be approved by a majority of the board
of directors, including a majority of the independent and disinterested outside directors
on the board of directors, and will be made on terms no less favorable to Equicap than
could be obtained from unaffiliated third parties. The current composition of the board of
directors does not presently allow for majority approval by independent and disinterested
directors. Prior to any additional related party transactions, if any, the board of
directors would be expanded to include additional independent and disinterested directors.

Acquisition of FilmIndustry.com.

On October 1, 1999 Equicap s wholly owned subsidiary, Online
Consortium.com acquired a 100% interest in FilmIndustry.com, Inc., a U.S. based company,
incorporated pursuant to the Washington Business Corporation Act. Equicap purchased all
the issued and outstanding shares of FilmIndustry from Murray G. Macdonald, a relative of
a director of the Company, for the sum of $25,000 and the issuance of 166,666 common
shares of Equicap which are to be held in escrow and released in blocks semi-annually over
a six year period.

Management Consulting Agreement.

Equicap entered into a Financial Development Services Agreement with
Armada Ventures Inc., a company wholly owned by Dean G. Claridge, a director of Equicap.
Armada provided financial development services from October 1999 to March 2001 in
consideration of $2,500 per month plus a consulting fee of 2% of the aggregate proceeds of
any financing identified, negotiated and settled by Armada with an underwriter or
institutional investor. Armada was to act as liaison with the brokerage community and
assist in developing sources for financing. Though the original one year contract from
October 1999 to September 2000 was extended for an additional six months to March 2001,
the contract has since expired and has not been renewed

Database Maintenance Agreement.

FilmIndustry.com, Inc signed a Software License and Services Agreement
dated July 1, 1999, with Macdonald Harris & Associates ("MHA"), Internet
database developers, for the sum of $150,000. In addition, FilmIndustry agreed to pay MHA
$22,500 for each calendar year for ongoing maintenance and support services. The $150,000
has been paid in full. The maintenance contract has been put into abeyance due to the
suspension of further work on the Professional Directory and the FilmIndustry website.

Office Rental Agreement.

Equicap had an oral rental agreement with D. Grant Macdonald Capital
Corp., a company co-owned by D. Grant Macdonald, a director of the Company, whereby
Equicap would pay for office space it occupied. During the first seven months of fiscal
year ended July 2002, the Equicap paid $23,192 in rent expenses for its corporate office
space. As of March 1, 2002, Equicap was no longer required to pay rent as it no longer has
any operating personnel which required office space.

Borrowings from Related Entities.

From time to time Equicap has borrowed funds by way of promissory notes
from D. Grant Macdonald Capital Corp. and Brett Holdings Ltd, companies controlled by
Grant Macdonald, an officer and director of Equicap. The notes are due on demand and bear
interest at an annual rate of prime plus 2%. At July 31, 2002, Equicap has an outstanding
loan with Brett Holdings Ltd. In the amount of $306,980.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

> Exhibits

|Exhibit No. | Description                                                                                                                                                         | Page
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|            | Instruments defining the rights of security
    holders including debentures                                                                                        |     
|            | None                                                                                                                                                                |     
|            | Material Contracts                                                                                                                                                  |     
|10.1        | Purchase Agreement with FilmIndustry.com dated
    August 13, 1999(1)                                                                                               |     
|10.2        | Promissory Note dated April 30, 2002 with
    Brett Holdings Ltd.(1)                                                                                                |     
|21          | Subsidiaries of the Registrant (1)                                                                                                                                  |     
|31.1        | Certification of Chief Executive
    and Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.                                              
|99.1        | Certification of Chief Executive and
    Financial  Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002. |     
|(1)         | Filed on Form 10-12g August 27, 2002                                                                                                                                |     

(b) Reports on Form 8-K

None

ITEM 14. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Within the 90 days prior to the date of this report, Equicap carried
out an evaluation, under the supervision and with the participation of the Companys
management, including the Companys Chief Executive Officer, of the effectiveness of
the design and operation of the Companys disclosure controls and procedures. The
Companys disclosure controls and procedures are designed to ensure that information
required to be disclosed by the Company in its periodic Securities and Exchange Commission
("SEC") filings is recorded, processed and reported within the time periods
specified in the SECs rules and forms. Based on that evaluation, the Chief Executive
Officer concluded that the Companys disclosure controls and procedures are effective
in timely alerting them to material information relating to the Company required to be
included in the Companys periodic SEC filings.

Changes in Internal Controls

There were no significant changes in the Companys internal
controls or in other factors that could significantly affect these controls subsequent to
the date of their evaluation.







SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



Equicap Financial Corp.

(Registrant)

Date:  January 5, 2004

By: /s/ D. Grant Macdonald

D. Grant Macdonald

Chief Executive Officer

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

|Signature                                |  | Title                  | Date           
|---------------------------------------- |  | ---------------------- | ---------------
|/s/D. Grant MacdonaldD. Grant Macdonald  |  | President and Director | January 5, 2004
|/s/ Shirley KancsShirley
    Kancs       |  | Director and Secretary | January 5, 2004
|/s/ Dean G. ClaridgeDean G.
    Claridge |  | Director               | January 5, 2004



EQUICAP FINANCIAL CORP.

(formerly Online Consortium Corp.)

Consolidated Financial Statements

July 31, 2003 and 2002





Index

Auditors Report

Consolidated Balance Sheets

Consolidated Statements of Operations and Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements



F-1

ELLIS FOSTER

CHARTERED ACCOUNTANTS

1650 West 1st Avenue

Vancouver, BC Canada V6J 1G1

Telephone: (604) 734-1112 Facsimile: (604) 714-5916

Website: www.ellisfoster.com





AUDITORS' REPORT

To the Shareholders of

EQUICAP FINANCIAL CORP.

(formerly Online Consortium Corp.)

We have audited the consolidated balance sheets of Equicap Financial
Corp.(formerly OnlineConsortium Corp.) as at July 31, 2003 and 2002 and
the consolidated statements of operations and deficit and cash flows for the years then
ended. These consolidated financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted
auditing standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly,
in all material respects, the financial position of the company as at July 31, 2003 and
2002 and the results of its operations and its cash flows for the years then ended in
accordance with Canadian generally accepted accounting principles. As required by the
Company Act of the Province of British Columbia, we report that, in our opinion, these
principles have been applied on a consistent basis.

Ellis Foster

Vancouver, Canada Chartered Accountants

October 2, 2003





F-2

|EQUICAP FINANCIAL CORP.                         |                          |        |                 |        
|----------------------------------------------- | ------------------------ | ------ | --------------- | -------
|(formerly Online Consortium Corp.)              |                          |        |                 |        
|                                                |                          |        |                 |        
|Consolidated
    Balance Sheets                 |                          |        |                 |        
|July
    31, 2003 and 2002                      |                          |        |                 |        
|                                                |                          |        | **2003**        |        
|                                                |                          |        |                 |        
|ASSETS                                          |                          |        |                 |        
|                                                |                          |        |                 |        
|Current                                         |                          |        |                 |        
|Cash
    and cash equivalents                   |                          | $      | 677             |        
|Accounts
    receivable                         |                          |        | 361             |        
|                                                |                          |        |                 |        
|                                                |                          |        | 1,038           |        
|                                                |                          |        |                 |        
|Equipment
    (Note 4)                          |                          |        | 7,556           |        
|                                                |                          |        |                 |        
|Domain
    names (Note 5)                       |                          |        | 6,657           |        
|                                                |                          |        |                 |        
|                                                |                          | $      | 15,251          | $      
|                                                |                          |        |                 |        
|LIABILITIES                                     |                          |        |                 |        
|                                                |                          |        |                 |        
|Current                                         |                          |        |                 |        
|Accounts payable and accrued liabilities        | $                        | 32,202 | $               | 41,205 
|Liabilities of discontinued operations (Note 9) |                          | 39,271 |                 | 60,151 
|Due to a related company (Note 6)               |                          | 3,902  |                 | 306,980
|                                                |                          |        |                 |        
|                                                |                          |        | 75,375          |        
|                                                |                          |        |                 |        
|SHARE CAPITAL AND DEFICIT                       |                          |        |                 |        
|                                                |                          |        |                 |        
|Share
    capital (Note 7)                      |                          |        | 6,291,720       |        
|                                                |                          |        |                 |        
|Deficit                                         |                          |        | (6,351,844)     |        
|                                                |                          |        |                 |        
|                                                |                          |        | (60,124)        |        
|                                                |                          |        |                 |        
|                                                |                          | $      | 15,251          | $      
|                                                |                          |        |                 |        
|Going
    concern (Note 1)                      |                          |        |                 |        
|                                                |                          |        |                 |        
|Commitments and contingent liabilities(Note 8)  |                          |        |                 |        
|                                                |                          |        |                 |        
|                                                |                          |        |                 |        
|Approved
    by the Directors:                  | "D.
    Grant Macdonald" |        | "Shirley Kancs"
|                                                | D.
    Grant Macdonald   |        | Shirley Kancs  





F-3

|EQUICAP
    FINANCIAL CORP.                                   |   |             |   |            
|------------------------------------------------------------- | - | ----------- | - | -----------
|(formerly
    Online Consortium Corp.)                        |   |             |   |            
|                                                              |   |             |   |            
|Consolidated
    Statements of Operations and Deficit         |   |             |   |            
|Years
    Ended July 31, 2003 and 2002                        |   |             |   |            
|                                                              |   | **2003**    |   | **2002**   
|                                                              |   |             |   |            
|Expenses                                                      |   |             |   |            
|Accounting
    and auditing                                   | $ | 11,847      | $ | 25,747     
|Advertising
    and promotion                                 |   | 1,000       |   | 3,060      
|Amortization                                                  |   | 5,111       |   | 4,854      
|Consulting
    - technical                                    |   | -           |   | 18,800     
|Hosting
    fees                                              |   | 11,515      |   | 4,643      
|Interest                                                      |   | 6,864       |   | 12,121     
|Legal                                                         |   | 9,208       |   | 9,957      
|Office
    and sundries                                       |   | 2,454       |   | 6,973      
|Rent                                                          |   | -           |   | 23,617     
|Salaries
    and benefits                                     |   | 15,817      |   | 52,318     
|Telephone
    and utilities                                   |   | 1,094       |   | 4,649      
|Transfer
    agent and filing fees                            |   | 23,787      |   | 19,504     
|Travel
    and entertainment                                  |   | 2,088       |   | 1,601      
|Debts
    forgiven                                            |   | (10,505)    |   | -          
|                                                              |   |             |   |            
|Loss
    from continued operations                            |   | (80,280)    |   | (187,844)  
|                                                              |   |             |   |            
|Discontinued
    operations (Note 9)                          |   |             |   |            
|Loss
    from discontinued operations of division, net of tax |   | -           |   | (10,292)   
|Loss
    on disposal of division, net of tax                  |   | -           |   | (33,395)   
|                                                              |   |             |   |            
|Loss
    for the year                                         |   | (80,280)    |   | (231,531)  
|                                                              |   |             |   |            
|Deficit,
    beginning of year                                |   | (6,271,564) |   | (6,040,033)
|                                                              |   |             |   |            
|Deficit,
    end of year                                      | $ | (6,351,844) | $ | (6,271,564)
|                                                              |   |             |   |            
|Loss
    per share - basic and diluted                        |   |             |   |            
|Loss
    from continued operations                            |   | (0.02)      |   | (0.06)     
|Loss
    from discontinued operation of division              |   | -           |   | (0.00)     
|Loss
    on disposal of division                              |   | -           |   | (0.01)     
|Loss
    for the year                                         | $ | (0.02)      | $ | (0.07)     
|                                                              |   |             |   |            
|Weighted
    average number of                                |   |             |   |            
|common
    shares outstanding - basic and diluted             |   | 4,768,375   |   | 3,159,534  





F-4

|EQUICAP
    FINANCIAL CORP.                          |   |          |   |          
|---------------------------------------------------- | - | -------- | - | ---------
|(formerly
    Online Consortium Corp.)               |   |          |   |          
|                                                     |   |          |   |          
|Consolidated
    Statements of Cash Flows            |   |          |   |          
|Years
    Ended July 31, 2003 and 2002               |   |          |   |          
|                                                     |   | **2003** |   | **2002** 
|                                                     |   |          |   |          
|Cash
    flows from (used in) operating activities   |   |          |   |          
|Loss
    for the year                                | $ | (80,280) | $ | (231,531)
|Add:
    loss from discontinued operations, net      |   | -        |   | 43,687   
|Loss
    from continued operations                   |   | (80,280) |   | (187,844)
|Adjustment
    for items not involving cash:         |   |          |   |          
|-
    amortization                                   |   | 5,111    |   | 4,854    
|-
    debt forgiven                                  |   | (10,505) |   | -        
|                                                     |   |          |   |          
|                                                     |   | (85,674) |   | (182,990)
|Change
    in non-cash working capital items:        |   |          |   |          
|-
    accounts receivable                            |   | 804      |   | 4,061    
|-
    accounts payable and accrued liabilities       |   | (9,003)  |   | (39,642) 
|                                                     |   |          |   |          
|                                                     |   | (93,873) |   | (218,571)
|                                                     |   |          |   |          
|Cash
    flows from financing activities             |   |          |   |          
|Proceed
    from issuance of shares                  |   | 44,000   |   | -        
|Advances
    from a related company                  |   | 58,767   |   | 242,952  
|                                                     |   |          |   |          
|                                                     |   | 102,767  |   | 242,952  
|                                                     |   |          |   |          
|Cash
    flows used in investing activities          |   |          |   |          
|Purchase
    of equipment                            |   | -        |   | (4,257)  
|                                                     |   |          |   |          
|Net
    cash provided by continuing operations       |   | 8,894    |   | 20,124   
|                                                     |   |          |   |          
|Net
    cash used in discontinued operations         |   | (10,375) |   | (19,592) 
|                                                     |   |          |   |          
|Increase
    (decrease) in cash and cash equivalents |   | (1,481)  |   | 532      
|                                                     |   |          |   |          
|Cash
    and cash equivalents, beginning of year     |   | 2,158    |   | 1,626    
|                                                     |   |          |   |          
|Cash
    and cash equivalents, end of year           | $ | 677      | $ | 2,158    











F-5

1. Continuance of Operations
2. Change in Accounting Policies
3. Effective August 1, 2002, the Company adopted prospectively a new standard for the
        accounting for Stock-based compensation and other stock-based payments ("CICA
        3870"), as recommended by the Canadian Institute of Chartered Accountants.
4. Effective August 1, 2002, the Company adopted CICA Handbook Section 3062, Goodwill and
        Other Intangible Assets. The Company has intangible asset amortized on a straight-line
        basis over a five-year period. Intangible assets with finite lives are reviewed for
        impairment when events or circumstances indicate that costs may not be recoverable.
        Impairment exists when the carrying value of the assets is greater than the pre-tax
        undiscounted future cash flows expected to be provided by the asset. The amount of
        impairment loss, if any, is the excess of the carrying value over the fair value. As at
        July 31, 2003, there were no events or circumstances indicating that the carrying value
        may not be recoverable. The Company does not have indefinite-lived intangible assets.



These consolidated financial statements include the accounts of the
      Company and its wholly-owned Canadian subsidiaries, O-Tooz Energie Group Inc. and
      DJscene.com Media Inc., and U.S. subsidiaries, Onlineconsortium.com, Inc. and
      FilmIndustry.com, Inc. All significant inter-company accounts and transactions have been
      eliminated.

The preparation of financial statements in conformity with Canadian
      generally accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amount of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and the reported
      amount of revenues and expenses during the period. Actual results may differ from those
      estimates.

Cash equivalents usually consist of highly liquid investments which are
      readily convertible to cash with maturities of three months or less when purchased.

Equipment is recorded at cost and amortized over its estimated useful
      lives at a 20% declining-balance basis.

F-7

3. Significant Accounting Policies (continued)

Basic earnings (loss) per share amount is computed using the weighted
      average number of common shares outstanding during the year. Diluted earnings (loss) per
      share amount is calculated giving effect to the potential dilution that would occur if
      securities or other contracts to issue common shares were exercised or converted to common
      shares using the treasury stock method. The treasury stock method assumes that proceeds
      received from the exercise of stock options and warrants are used to repurchase common
      shares at the prevailing market rate.

The Company follows the liability method of accounting for income taxes
      in accordance with Section 3465, Income Taxes, of The Handbook of the Canadian
      Institute of Chartered Accountants. Under this method, future income tax assets and
      liabilities are determined based on differences between financial reporting and tax bases
      of assets and liabilities, measured using substantially enacted tax rates and laws that
      will be in effect when the differences are expected to reverse. The effect on future
      income tax assets and liabilities of a change in income tax rates is included in the
      period that includes the enactment date.

Long-lived assets of the Company are reviewed when changes in
  circumstances suggest their carrying value has become impaired. Management considers
  assets to be impaired if the carrying value exceeds the future projected cash flows from
  related operations (undiscounted and without interest charges). If impairment is deemed to
  exist, the assets will be written down to fair value.

|          | **2003** |                                        | **2002**                          
|--------- | -------- | -------------------------------------- | ----------------------------------
|          | **Cost** | **Accumulated**
      **amortization** | **Net
      book**
      **Value**
|          |          |                                        |                                   
|Equipment | $ 17,526 | $ 9,970                                | $ 7,556                           

F-8

|            | **2003** |                                        | **2002**                          
|----------- | -------- | -------------------------------------- | ----------------------------------
|            | **Cost** | **Accumulated**
      **amortization** | **Net
      book**
      **Value**
|            |          |                                        |                                   
|Domain Name | $ 11,528 | $ 4,871                                | $ 6,657                           



The following promissory notes are due to a company controlled by a
  director of the Company:

|                                                                                                        | **2003** | **2002** 
|------------------------------------------------------------------------------------------------------- | -------- | ---------
|                                                                                                        |          |          
|Promissory notes,
      unsecured, due on demand, bears interest
      at prime rate plus 2% per annum. | $ 3,902  | $ 306,980





|**Number
          of**
          **Shares**                  | **Amount**
|------------------------------------------------------------- | ----------
|Balance, July 31,
          2002 and 2001                     | 3,159,534 
|Pursuant to a
          debt settlement at $0.15 per share    | 2,412,300 
|Pursuant to a
          private placement at $0.20 per share  | 165,000   
|Pursuant to
          exercise of warrants at $0.22 per share | 50,000    
|Balance, July 31,
          2003                              | 5,786,834 



F-9

7. Share Capital (continued)

|**Number of Options** | **Weighted AverageExercise Price** | **Expiry Date**
|--------------------- | ---------------------------------- | ---------------
|17,022                | $1.14                              | July 26, 2004  
|50,000                | $0.15                              | March 27, 2007 
|68,022                | $0.40                              |                
|                      |                                    |                

Each option entitles the holder to purchase
      one common share in the Company.

Operating lease commitments and contingent liabilities - See Note
  9.





F-10

On August 15, 2001, the Companys subsidiary, O-Tooz Energie
  Group Inc. ("O-Tooz"), adopted a formal plan to discontinue the operation of its
  two healthy fast food outlets in Vancouver. On September 7, 2001, O-Tooz completed the
  disposal of its two healthy fast food outlets. The assets disposed consisted primarily of
  inventories, supplies, equipment and leasehold improvements which have a total net book
  value of $17,615. The discontinued operation has resulted in the default of the lease
  agreements of approximately $108,000. The Company is unable to determine and assess with
  any certainty the outcome of the default. To date no legal action has been commenced
  against O-Tooz by either lessor.

Pursuant to CICA Handbook Section 3475 "Discontinued
  Operations", the Consolidated Financial Statements of the Company have been
  reclassified to reflect the discontinued operation of two healthy fast food outlets.
  Accordingly, the assets and liabilities, revenues, costs and expenses, and cash flows of
  discontinued operation have been segregated in the Consolidated Balance Sheets,
  Consolidated Statements of Operations and Deficit, and Consolidated Statements of Cash
  Flows. The net operating results, net assets and net cash flows of this division have been
  reported as "Discontinued Operations".



F-11

9. Discontinued Operations (continued)

Summarized financial information for the Companys discontinued
  operations:

|                                                                 | **Year
      ended**   
|---------------------------------------------------------------- | -----------------------
|                                                                 | **July
      31, 2002**
|                                                                 |                        
|Revenues                                                         | $ 48,786               
|                                                                 |                        
|Loss
      from discontinued operations of division (net of tax) | $ (10,292)             
|Loss
      on disposal of division (net of tax)                  | (33,395)               
|                                                                 |                        
|Loss
      from discontinued operations                          | $ (43,687)             

|                          | **September
      7, 2001**
|------------------------- | ---------------------------
|Current assets            | $                          
|Total assets              | $                          
|Current
      liabilities | $                          
|Total
      liabilities   | $                          
|                          |                            



|                  | **2003**             | **2002**      
|----------------- | -------------------- | --------------
|                  |                      |               
|Office
      rent | $
                 - | $
      23,192
|Interest          | 6,865                | 11,772        
|                  | $   6,865            | $ 34,964      
|                  |                      |               

(b) See Note 6.



F-12



**2003**
          **2002**Statutory
          income tax rate
          (39%)
          (46%)Tax
          losses not benefited
          39%
          46%Effective tax
          rate
          0%
          0%


|                                                                                      | **2003**                                 | **2002**                               
|------------------------------------------------------------------------------------- | ---------------------------------------- | ---------------------------------------
|Future
          income tax assets:                                                   |                                          |                                        
|Non-capital
          loss carryforwards                                              | $1,365,000                               | $1,900,000                             
|Unused
          share issuance cost                                                  | 5,500                                    | 28,000                                 
|Undepreciated
          capital cost of equipment
          over their net book value | 4,000                                    | 2,000                                  
|                                                                                      | 1,374,500                                | 1,930,000                              
|Less:
          Valuation allowance                                                   | (1,374,500)                              | (1,930,000)                            
|Net
          future income tax assets                                                | $
                          
          - | $
                         
          -

The valuation allowance reflects the
      Companys estimate that the tax assets, more likely than not, will not be realized.



F-13

Fair value estimates of financial instruments are made at a
  specific point in time, based on relevant information about financial markets and specific
  financial instruments. As these estimates are subjective in nature, involving
  uncertainties and matters of significant judgement, they cannot be determined with
  precision. Changes in assumptions can significantly affect estimated fair values.

The carrying value of cash and cash equivalents, accounts receivable
  and accounts payable and accrued liabilities approximate their fair value because of the
  short-term nature of these instruments.

It is not practical to determine the fair value of amounts due to
  related entities with sufficient reliability due to the nature of the financial
  instruments, the absence of secondary markets and the significant cost of obtaining
  outside appraisals.

The Company is subject to interest risk for the amounts due to related
  entities. However, the Company is not subject to significant credit and currency risks
  arising from these financial instruments.



1. O-Tooz Energy Bar: The Company operated two healthy fast food outlets in Vancouver. This
            segment was disposed off during fiscal year 2002. See Note 9.
2. FilmIndustry.com: This is an online vertical directory and content portal intended to
            serve the needs of the film industry. The goal is to enable film industry professionals to
            locate people, companies and listings ideal for specific requirements, free of charge by
            using the sites search engine. This segment is currently inactive.
3. DJscene.com: This is a community portal for the disc jockey segment of the international
            music industry. It provides urban club and radio mixshow DJs with technology that
            enable internet-based distribution and promotional opportunities. At present, it has not
            yet generated revenue in this business segment.



F-14

14. Segmented Information (continued)

|                 | **2003**                           
|---------------- | -----------------------------------
|                 | **O-Tooz**
          **Energy Bar**
|Segment net loss | $
                     -           
|Segment assets   | $
                     -           

|                 | **2002**                           
|---------------- | -----------------------------------
|                 | **O-Tooz**
          **Energy Bar**
|Segment net loss | $ 43,687                           
|Segment assets   | $
                    -            

|                                             | **2003** | **2002** 
|-------------------------------------------- | -------- | ---------
|Net loss:                                    |          |          
|Total net loss
      for reportable segments | $ 19,390 | $ 107,935
|Add: general
      corporate expenses        | 60,890   | 123,596  
|Total                                        | $ 80,280 | $ 231,531
|Assets:                                      |          |          
|Total assets for
      reportable segment    | $ 12,956 | $ 18,315 
|Corporate assets                             | 2,295    | 4,332    
|Total                                        | $15,251  | $ 22,647 
|                                             |          |          

> 

Certain 2002 comparative figures have been reclassified to conform
    to the financial statement presentation adopted for 2003.

F-15