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): September 2, 2003
                                (July 29, 2003)

                                UCAP Incorporated

           Colorado                   0-27480                    84-1325695
(State or other jurisdiction   (Commission File ID No.)      (IRS Employer No.)
     of incorporation)

                        Suite 700, 14001 E. Iliff Avenue
                                Denver, CO 80014
                    (Address of principal executive offices)

                                 (303) 696-1700
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)

Item 4.  Changes in Registrant's Certifying Accountant

         On  July  29,  2003,   Moore  Stephens  Frost  declined  to  stand  for
re-election  as the  Registrant's  independent  accountants.  In May  2003,  the
Registrant's  Audit  Committee had directed its management to seek proposals for
the audit of the financial  results of the  Registrant  for its 2003 fiscal year
end. The Audit Committee  determined that it wished to engage an accounting firm
with a presence in Denver, Colorado and with mortgage banking experience. During
June and July 2003, the Registrant  interviewed  several firms,  including Moore
Stephens Frost. As of the date of this report, the Registrant has not engaged an
accounting firm to replace Moore Stephens Frost.

         During the two most  recent  fiscal  years and the  subsequent  interim
period through July 29, 2003,  there were no  disagreements  with Moore Stephens
Frost on any matter of accounting principles or practices, financial disclosure,
or auditing scope or procedures,  which  disagreements  if not resolved to Moore
Stephens  Frost's  satisfaction  would have  caused  them to make  reference  in
connection with their opinion to the subject matter of the disagreement.




         The audit reports of Moore Stephens Frost on the Registrant's financial
statements for the past two fiscal years did not contain any adverse  opinion or
disclaimer of opinion,  nor were they  qualified or modified as to  uncertainty,
audit scope or accounting principles.

         The  Registrant  has provided  Moore Stephens Frost with a copy of this
disclosure  and has requested  that Moore  Stephens Frost provide the Registrant
with a  letter  addressed  to the  Securities  Exchange  Commission  within  ten
business days after the filing of this report, which the Registrant will file as
an amendment to this report within two business days of receipt.

Item 7. Financial Statements and Exhibits.

         16.1     Letter from Moore Stephens Frost (to be filed by amendment)


                                   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 hereto duly authorized.

                                  UCAP Incorporated
                                  (Registrant)


Dated: September 2, 2003          By: /s/ Jim Farmer
                                      --------------------------------------
                                      Jim Farmer
                                      Chief Executive Officer