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): March 9, 2004 (March 1, 2004)

                                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 5.  Other Events and Regulation FD Disclosure

         On March  1,  2004,  William  Rogers  was  appointed  as the new  Chief
Executive  Officer of the Company to replace Dan Moudy, and elected to the Board
of  Directors,  and  Colleen  Brewer,  a director of the Company and the current
President of United Capital Mortgage  Corporation,  a wholly owned subsidiary of
the  Company  ("UCMC"),  was  appointed  as the new Chief  Financial  Officer to
replace Lynn  Bradley.  Mr. Moudy will  continue to serve as the Chairman of the
Company and as a member of the Board of Directors of the Company and Mr. Bradley
will continue to serve as a member of the Board of Directors of the Company.

         Mr.  Rogers  previously  was  Executive  Vice  President  in  charge of
national expansion with MegaStar Financial Corp. of Denver from April 1,2001. He
has an extensive 22 year career in the mortgage  industry that includes roles as
the Executive Vice President with GetApproved.com and National Mortgage Corp. in
Denver from June 1995 to April 2001,  Senior Vice President of Prudential Bank &
Trust in  Atlanta  from Sept 1999 to May of 1995,  Senior  Vice  President  with
Shearson/American Express Mortgage,  Western Regional Manager from December 1997
to September  1999 and Vice  President with Lomas & Nettleton from February 1982
to December  1997. He will be  relocating  to the corporate  offices of UCMC, in
Denver, Colorado.

Item 7.  Financial Statements and Exhibits.

         (a)      Financial Statements of Business Acquired

         Not applicable.

         (b)      Pro Forma Financial Information

         Not applicable.

         (c)      Exhibits

         Not applicable.



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                                   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:  March 9, 2004                      By: /s/ William Rogers
                                               ------------------------------
                                               William Rogers, Chief Executive
                                               Officer


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