UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

      Date of Report (Date of Earliest Event Reported): December 30, 2005
                              (December 28, 2005)

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

       Nevada                          0-31091                    33-0652593
--------------------------------------------------------------------------------
(State of Incorporation)         (Commission File No.)     (IRS Employer ID No.)

                 5528 Westcott Circle, Frederick, Maryland 21703
                 -----------------------------------------------
                     Address of Principal Executive Offices
                                    Zip Code

                                 (301) 717-8267
               --------------------------------------------------
               Registrant's Telephone Number, Including Area Code

                 12373 E. Cornell Avenue, Aurora, Colorado 80014
                 -----------------------------------------------
                  Former Address of Principal Executive Offices

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 (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 13, 2005,  Equicap,  Inc. (the "Company") entered into an Amendatory
Agreement with Duluth Venture Capital  Partners,  LLC ("Duluth") with respect to
$132,912 in accounts  payable owed by the  Company.  Duluth had  purchased  such
accounts  payable  from the  Company's  sole  officer and  director,  Stephen M.
Siedow.  The  accounts  payable  reflected  amounts  advanced by Mr.  Siedow for
accounting,  legal and other expenses of the Company. Pursuant to the Amendatory
Agreement, the Company 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's  common stock (the "Duluth
Shares").

On December 28, 2005, Duluth entered into a Securities  Purchase  Agreement (the
"Purchase   Agreement")  with  La  Pergola   Investments  Ltd.  ("La  Pergola"),
Fountainhead Investments,  Inc.  ("Fountainhead"),  Gaha Ventures, LLC ("Gaha"),
and  G4,  LLC  (together   with  La  Pergola,   Fountainhead,   and  Gaha,   the
"Purchasers"),  pursuant to which Duluth agreed to convert the Note and sell all
of the Duluth Shares to the Purchasers for a purchase  price,  in the aggregate,
of $492,500. The Duluth Shares represent  approximately 60.60% of the issued and
outstanding capital stock of the Company calculated on a fully-diluted basis.

In addition,  on December 28, 2005, La Pergola,  Fountainhead  and Gaha acquired
6,333, 6,334 and 6,333 shares of Registrant's common stock,  respectively,  from
Sheridan Clearing Corporation (collectively, the "Sheridan Shares," and together
with the Duluth Shares, the "Shares").

The  Purchasers  acquired  the  Shares  in the  following  amounts  and  own the
following respective percentages of the outstanding common stock of the Company:

<TABLE>
<CAPTION>
           Name                                 Number of Shares              Percentage of Registrant
           ----                                 ----------------              ------------------------
<S>                                                  <C>                                <C>
           La Pergola Investments Ltd.               174,333                            17.6%
           Fountainhead     Investments,             222,334                            22.4%
           Inc.
           Gaha Ventures, LLC                        114,333                            11.5%
           G4, LLC                                   108,000                            10.9%
</TABLE>

Each  Purchaser  used his,  her or its  personal  funds or working  capital,  as
applicable,  to acquire the Shares from Duluth.  None of the Purchasers borrowed
any funds to acquire the Shares.

ITEM 3.02         UNREGISTERED SALES OF EQUITY SECURITIES
<PAGE>

See response to Item 1.01.

ITEM 5.01         CHANGES IN CONTROL OF REGISTRANT

See response to Item 1.01.

ITEM 5.02         DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF
                  DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Resignations and Appointments of Directors.

In  connection  with the Purchase  Agreement,  on December 28, 2005,  Stephen M.
Siedow, being the sole member of the board of directors of the Company, tendered
his resignation as a director of the Company,  effective automatically as of the
tenth day  following  the  mailing  to the  stockholders  of the  Company  of an
information statement that complies with the requirements of Rule 14f-1. On such
date, the Company also appointed  Thomas W. Colligan as a member of the board of
directors.  There was no  disagreement  between the  resigning  director and the
Company at the time of his resignation.

Resignation of Executive Officer.

On December 28, 2005,  Mr.  Siedow also  tendered his  resignation  as the chief
executive  officer,  president  and  chief  financial  officer  of the  Company,
effective immediately.

Appointment of New Officer.

On December 28, 2005, following the resignation of Mr. Siedow as chief executive
officer,  president and chief financial  officer,  the board of directors of the
Company  elected Thomas W. Colligan as the chief executive  officer,  president,
treasurer and secretary of the Company, effective immediately.

The  Company  and  the  newly  appointed  officer  have  not  entered  into  any
arrangement  regarding the payment of  compensation  for acting as an officer or
director of the Company.

Thomas W.  Colligan has been a director,  chief  executive  officer,  president,
treasurer and secretary of Equicap since December 28, 2005. He is also currently
the business development manager of Adventist Healthcare, Inc. and has held such
position  since June 2005.  Mr.  Colligan has also been an adjunct  professor of
psychology   at   Montgomery   College,   Maryland,   since  2003  and  a  Group
Psychotherapist  with J&E  Associates  in  Maryland  since  November  2001.  Mr.
Colligan holds a Masters  Degree in Social Work and  specializes in the delivery
of quality  behavioral  healthcare to individuals  and groups.  Prior to joining
Adventist,  Mr.  Colligan's  work focused on the  investigation  and analysis of
clinical  data  relating  to  behavioral  health  through his work as a Clinical
Research  Coordinator and Psychotherapist with the Centers for Behavioral Health
in Maryland.  Mr.  Colligan  has also  co-authored  three works:  "Understanding
Workplace Stress - Journal of Workplace  Behavioral Health;" "Measuring cultural
climate in a uniformed  services  medical  center,  Military  Medicine,  164(3),
202-208;" and "Spouse abuse: Physician guidelines to identification,  diagnosis,
and management in the uniformed services, Military Medicine, 164(1), 30-36." Mr.
Colligan is currently a Master of Business Administration candidate at Frostburg
State  University in Maryland.  He expects to  matriculate  in August 2006.  Mr.
Colligan is not a director,  executive officer or significant shareholder of any
other company.
<PAGE>

Mr.  Colligan  expects  to  spend  approximately  five  hours  per  month on the
Company's business and affairs.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

(a)   Exhibits

10.1  Securities Purchase Agreement,  dated as of December 28, 2005 by and among
      Duluth  Venture  Capital  Partners,  LLC,  La  Pergola  Investments  Ltd.,
      Fountainhead Investments, Inc., Gaha Ventures, LLC, and G4, LLC.

<PAGE>

                                   SIGNATURES

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

Date: December 30, 2005

EQUICAP, INC.

/s/ Thomas W. Colligan
----------------------
Thomas W. Colligan
Chief Executive Officer, President,
Treasurer and Secretary

<PAGE>

                                  EXHIBIT INDEX

Number      Description
------      -----------

 10.1       Securities Purchase Agreement,  dated as of December 28, 2005 by and
            among Duluth Venture Capital Partners,  LLC, La Pergola  Investments
            Ltd.,  Fountainhead  Investments,  Inc., Gaha Ventures, LLC, and G4,
            LLC.
{"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": "051295015"}, "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"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

      Date of Report (Date of Earliest Event Reported): December 30, 2005
                              (December 28, 2005)

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

       Nevada                          0-31091                    33-0652593
--------------------------------------------------------------------------------
(State of Incorporation)         (Commission File No.)     (IRS Employer ID No.)

                 5528 Westcott Circle, Frederick, Maryland 21703
                 -----------------------------------------------
                     Address of Principal Executive Offices
                                    Zip Code

                                 (301) 717-8267
               --------------------------------------------------
               Registrant's Telephone Number, Including Area Code

                 12373 E. Cornell Avenue, Aurora, Colorado 80014
                 -----------------------------------------------
                  Former Address of Principal Executive Offices

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 (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 13, 2005,  Equicap,  Inc. (the "Company") entered into an Amendatory
Agreement with Duluth Venture Capital  Partners,  LLC ("Duluth") with respect to
$132,912 in accounts  payable owed by the  Company.  Duluth had  purchased  such
accounts  payable  from the  Company's  sole  officer and  director,  Stephen M.
Siedow.  The  accounts  payable  reflected  amounts  advanced by Mr.  Siedow for
accounting,  legal and other expenses of the Company. Pursuant to the Amendatory
Agreement, the Company 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's  common stock (the "Duluth
Shares").

On December 28, 2005, Duluth entered into a Securities  Purchase  Agreement (the
"Purchase   Agreement")  with  La  Pergola   Investments  Ltd.  ("La  Pergola"),
Fountainhead Investments,  Inc.  ("Fountainhead"),  Gaha Ventures, LLC ("Gaha"),
and  G4,  LLC  (together   with  La  Pergola,   Fountainhead,   and  Gaha,   the
"Purchasers"),  pursuant to which Duluth agreed to convert the Note and sell all
of the Duluth Shares to the Purchasers for a purchase  price,  in the aggregate,
of $492,500. The Duluth Shares represent  approximately 60.60% of the issued and
outstanding capital stock of the Company calculated on a fully-diluted basis.

In addition,  on December 28, 2005, La Pergola,  Fountainhead  and Gaha acquired
6,333, 6,334 and 6,333 shares of Registrant's common stock,  respectively,  from
Sheridan Clearing Corporation (collectively, the "Sheridan Shares," and together
with the Duluth Shares, the "Shares").

The  Purchasers  acquired  the  Shares  in the  following  amounts  and  own the
following respective percentages of the outstanding common stock of the Company:
Name                                 Number of Shares              Percentage of Registrant
           ----                                 ----------------              ------------------------
La Pergola Investments Ltd.               174,333                            17.6%
           Fountainhead     Investments,             222,334                            22.4%
           Inc.
           Gaha Ventures, LLC                        114,333                            11.5%
           G4, LLC                                   108,000                            10.9%
Each  Purchaser  used his,  her or its  personal  funds or working  capital,  as
applicable,  to acquire the Shares from Duluth.  None of the Purchasers borrowed
any funds to acquire the Shares.

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 5.02         DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF
                  DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Resignations and Appointments of Directors.

In  connection  with the Purchase  Agreement,  on December 28, 2005,  Stephen M.
Siedow, being the sole member of the board of directors of the Company, tendered
his resignation as a director of the Company,  effective automatically as of the
tenth day  following  the  mailing  to the  stockholders  of the  Company  of an
information statement that complies with the requirements of Rule 14f-1. On such
date, the Company also appointed  Thomas W. Colligan as a member of the board of
directors.  There was no  disagreement  between the  resigning  director and the
Company at the time of his resignation.

Resignation of Executive Officer.

On December 28, 2005,  Mr.  Siedow also  tendered his  resignation  as the chief
executive  officer,  president  and  chief  financial  officer  of the  Company,
effective immediately.

Appointment of New Officer.

On December 28, 2005, following the resignation of Mr. Siedow as chief executive
officer,  president and chief financial  officer,  the board of directors of the
Company  elected Thomas W. Colligan as the chief executive  officer,  president,
treasurer and secretary of the Company, effective immediately.

The  Company  and  the  newly  appointed  officer  have  not  entered  into  any
arrangement  regarding the payment of  compensation  for acting as an officer or
director of the Company.

Thomas W.  Colligan has been a director,  chief  executive  officer,  president,
treasurer and secretary of Equicap since December 28, 2005. He is also currently
the business development manager of Adventist Healthcare, Inc. and has held such
position  since June 2005.  Mr.  Colligan has also been an adjunct  professor of
psychology   at   Montgomery   College,   Maryland,   since  2003  and  a  Group
Psychotherapist  with J&E  Associates  in  Maryland  since  November  2001.  Mr.
Colligan holds a Masters  Degree in Social Work and  specializes in the delivery
of quality  behavioral  healthcare to individuals  and groups.  Prior to joining
Adventist,  Mr.  Colligan's  work focused on the  investigation  and analysis of
clinical  data  relating  to  behavioral  health  through his work as a Clinical
Research  Coordinator and Psychotherapist with the Centers for Behavioral Health
in Maryland.  Mr.  Colligan  has also  co-authored  three works:  "Understanding
Workplace Stress - Journal of Workplace  Behavioral Health;" "Measuring cultural
climate in a uniformed  services  medical  center,  Military  Medicine,  164(3),
202-208;" and "Spouse abuse: Physician guidelines to identification,  diagnosis,
and management in the uniformed services, Military Medicine, 164(1), 30-36." Mr.
Colligan is currently a Master of Business Administration candidate at Frostburg
State  University in Maryland.  He expects to  matriculate  in August 2006.  Mr.
Colligan is not a director,  executive officer or significant shareholder of any
other company.
Mr.  Colligan  expects  to  spend  approximately  five  hours  per  month on the
Company's business and affairs.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

(a)   Exhibits

10.1  Securities Purchase Agreement,  dated as of December 28, 2005 by and among
      Duluth  Venture  Capital  Partners,  LLC,  La  Pergola  Investments  Ltd.,
      Fountainhead Investments, Inc., Gaha Ventures, LLC, and G4, LLC.
SIGNATURES

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

Date: December 30, 2005

EQUICAP, INC.

/s/ Thomas W. Colligan
----------------------
Thomas W. Colligan
Chief Executive Officer, President,
Treasurer and Secretary
EXHIBIT INDEX

Number      Description
------      -----------

 10.1       Securities Purchase Agreement,  dated as of December 28, 2005 by and
            among Duluth Venture Capital Partners,  LLC, La Pergola  Investments
            Ltd.,  Fountainhead  Investments,  Inc., Gaha Ventures, LLC, and G4,
            LLC.