SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (date of earliest event reported) December 13, 2005


                                  EQUICAP, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     Nevada
                  --------------------------------------------
                 (State or other jurisdiction of incorporation)


         0-31091                                          33-0652593
 ----------------------                        ------------------------------
(Commission File Number)                      (IRS Employer Identification No.)


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

Registrant's telephone number, including area code:  (303) 478-4442

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act.


<PAGE>




Item 1.01  Entry into a Material Definitive Agreement

     On December 13, 2005, the Registrant entered into an Amendatory Agreement
with Duluth Venture Capital Partners, LLC ("Duluth") with respect to $132,912 in
accounts payable owed by the Registrant. Duluth had purchased such accounts
payable from the Registrant's sole officer and director, Stephen M. Siedow. The
accounts payable reflect amounts advanced by Mr. Siedow for accounting, legal
and other expenses of the Registrant. Pursuant to the Amendatory Agreement, the
Registrant agreed to convert the accounts payable into a Convertible Promissory
Note ("Note"). The Note is non-interest bearing, payable on demand and
convertible into 600,000 shares of Registrant common stock. As a result of this
transaction, Duluth beneficially owns 600,000 shares of Registrant common stock,
the only class outstanding. The Registrant has currently 390,100 outstanding
shares of common stock, and therefore Duluth beneficially owns 60.6% of the
Registrant's common stock and is deemed to be a control person of the
Registrant. Duluth has indicated to the Registrant that it is in negotiations
with a non-affiliated third party to sell the Note in connection with the
identification of an acquisition candidate for the Registrant, but has no
knowledge of the identity of that candidate nor the industry in which that
business operates. Duluth does not have any contractual right to appoint a
representative to the Board of Directors.

Item 3.02  Unregistered Sales of Equity Securities

     See response to Item 1.01.

Item 5.01  Changes in Control of Registrant

     See response to Item 1.01.

Item 9.01  Financial Statements and Exhibits

     The following exhibits are filed herewith.

     10.3 Amendatory Agreement between the Registrant and Duluth Venture Capital
          Partners, LLC dated December 13, 2005.

     10.4 Convertible Promissory Note in favor of Duluth Venture Capital
          Partners, LLC, dated December 13, 2005.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:  December 14, 2005                     EQUICAP, INC.


                                              By: /s/ Stephen M. Siedow
                                                --------------------------------
                                                      Stephen M. Siedow
                                                      President
[{"type": "8-K", "sequence": "1", "filename": "equicap8k.txt", "description": "FORM 8-K  (12/13/2005)", "secsgml_size_bytes": 4258}]
{"company-data": {"conformed-name": "EQUICAP INC", "cik": "0001006840", "assigned-sic": "9995", "irs-number": "330652593", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31091", "film-number": "051279044"}, "business-address": {"street1": "12373 E. CORNELL AVE", "city": "AURORA", "state": "CO", "zip": "80014", "phone": "3034784442"}, "mail-address": {"street1": "12373 E CORNELL AVENUE", "city": "AURORA", "state": "CO", "zip": "80014"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (date of earliest event reported) December 13, 2005

                                  EQUICAP, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     Nevada
                  --------------------------------------------
                 (State or other jurisdiction of incorporation)

         0-31091                                          33-0652593
 ----------------------                        ------------------------------
(Commission File Number)                      (IRS Employer Identification No.)

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

Registrant's telephone number, including area code:  (303) 478-4442

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act.
Item 1.01  Entry into a Material Definitive Agreement

     On December 13, 2005, the Registrant entered into an Amendatory Agreement
with Duluth Venture Capital Partners, LLC ("Duluth") with respect to $132,912 in
accounts payable owed by the Registrant. Duluth had purchased such accounts
payable from the Registrant's sole officer and director, Stephen M. Siedow. The
accounts payable reflect amounts advanced by Mr. Siedow for accounting, legal
and other expenses of the Registrant. Pursuant to the Amendatory Agreement, the
Registrant agreed to convert the accounts payable into a Convertible Promissory
Note ("Note"). The Note is non-interest bearing, payable on demand and
convertible into 600,000 shares of Registrant common stock. As a result of this
transaction, Duluth beneficially owns 600,000 shares of Registrant common stock,
the only class outstanding. The Registrant has currently 390,100 outstanding
shares of common stock, and therefore Duluth beneficially owns 60.6% of the
Registrant's common stock and is deemed to be a control person of the
Registrant. Duluth has indicated to the Registrant that it is in negotiations
with a non-affiliated third party to sell the Note in connection with the
identification of an acquisition candidate for the Registrant, but has no
knowledge of the identity of that candidate nor the industry in which that
business operates. Duluth does not have any contractual right to appoint a
representative to the Board of Directors.

Item 3.02  Unregistered Sales of Equity Securities

     See response to Item 1.01.

Item 5.01  Changes in Control of Registrant

     See response to Item 1.01.

Item 9.01  Financial Statements and Exhibits

     The following exhibits are filed herewith.

     10.3 Amendatory Agreement between the Registrant and Duluth Venture Capital
          Partners, LLC dated December 13, 2005.

     10.4 Convertible Promissory Note in favor of Duluth Venture Capital
          Partners, LLC, dated December 13, 2005.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:  December 14, 2005                     EQUICAP, INC.

                                              By: /s/ Stephen M. Siedow
                                                --------------------------------
                                                      Stephen M. Siedow
                                                      President