[LETTERHEAD OF MOORE STEPHENS FROST]


                               September 3, 2003

                          Re: EXHIBIT 16.1 TO FORM 8-K

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Ladies and Gentlemen:

We have read Item 4 of the 8-K dated September 2, 2003, of UCAP Incorporated and
are in agreement with the statements  concerning our firm contained therein.  We
have no basis to agree or  disagree  with  other  statements  of the  registrant
contained therein.


                                                /s/ Moore Stephens Frost

                                                Certified Public Accountants