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Re: None

Tuesday, 11/18/2003 4:27:40 PM

Tuesday, November 18, 2003 4:27:40 PM

Post# of 84
UCAP Incorporated

Colorado 0-27480 84-1325695

(State or other (Commission File ID No.) (IRS Employer No.)
jurisdiction 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

Under the terms of a Settlement and Mutual Release Agreement dated November 6, 2003, William D. McCord, a former majority shareholder of United Capital Mortgage Corporation ("UCMC"), a wholly owned subsidiary of the Company, agreed to terminate and release the Company from its pledge to him of all of the issued and outstanding shares of capital stock of UCMC. As previously reported in the Company's amended annual report on Form 10-KSB/A for the year ended September 30, 2002, filed with the Securities and Exchange Commission on January 29, 2003, the Company had pledged all of the issued and outstanding shares of capital stock of UCMC to Mr. McCord.


Item 7. Financial Statements 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: November 17, 2003 By: /s/ Dan Moudy
----------------------------------
Dan Moudy, Chief Executive Officer






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