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 15, 2003
                              (September 12, 2003)

                                UCAP Incorporated

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

         The  registrant  has engaged  Richey,  May & Co., LLP as its  principal
accountant as of September 12, 2003. The registrant's  former accountant,  Moore
Stephens  Frost  declined  to stand  for  re-election  as of July 29,  2003,  as
reported on the  registrant's  current  report on Form 8-K filed on September 3,
2003.  The decision to engage  Richey,  May & Co., LLP was approved by the Audit
Committee of the registrant's Board of Directors.


         During the two most recent  fiscal years of the  registrant  ended June
30, 2003 and the subsequent  interim  period to date hereof,  the registrant did
not consult with Richey,  May & Co., LLP  regarding any of the matters or events
set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (c)      Exhibits

                 None





                                   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 15, 2003                    By: /s/ Keith Miller
                                              ---------------------------------
                                              Keith Miller
                                              Chief Financial Officer