SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Hoactzin Partners, L.P. (Last) (First) (Middle) 87 SOUTH SAXON AVENUE (Street) BAY SHORE NY 11706 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/04/2005	3. Issuer Name and Ticker or Trading Symbol CAPCO ENERGY INC [ CGYN.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to Purchase Common Stock, $0.001 par value	12/03/2004	12/03/2009	Common Stock, $0.001 par value	833,333	$0.176	D(1)
Warrants to Purchase Common Stock, $0.001 par value	12/03/2004	12/03/2009	Common Stock, $0.001 par value	833,333	$0.176	I	footnote(2)
Warrants to Purchase Common Stock, $0.001 par value	12/27/2004	12/27/2009	Common Stock, $0.001 par value	10,035,213	$0.195	D(1)
Warrants to Purchase Common Stock, $0.001 par value	12/27/2004	12/27/2009	Common Stock, $0.001 par value	10,035,213	$0.195	I	footnote(2)
Warrants to Purchase Common Stock, $0.001 par value	05/04/2005	05/04/2010	Common Stock, $0.001 par value	24,032	$0.195	D(1)
Warrants to Purchase Common Stock, $0.001 par value	05/04/2005	05/04/2010	Common Stock, $0.001 par value	24,032	$0.195	I	footnote(2)
Warrants to Purchase Common Stock, $0.001 par value	05/04/2005	05/04/2010	Common Stock, $0.001 par value	13,333,333	$0.3	D(1)
Warrants to Purchase Common Stock, $0.001 par value	05/04/2005	05/04/2010	Common Stock, $0.001 par value	13,333,333	$0.3	I	footnote(2)
$720,000 12% Convertible Notes	06/30/2004	06/30/2007	Common Stock, $0.001 par value	3,600,000	$0.2	D(3)
$720,000 12% Convertible Notes	06/30/2004	06/30/2007	Common Stock, $0.001 par value	3,600,000	$0.2	I	footnote(4)
$660,000 9% Convertible Notes	09/15/2004	09/15/2007	Common Stock, $0.001 par value	4,125,000	$0.16	D(5)
$660,000 9% Convertible Notes	09/15/2004	09/15/2007	Common Stock, $0.001 par value	4,125,000	$0.16	I	footnote(6)

1. Name and Address of Reporting Person* Hoactzin Partners, L.P. (Last) (First) (Middle) 87 SOUTH SAXON AVENUE (Street) BAY SHORE NY 11706 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Dolphin Management Inc. (Last) (First) (Middle) C/O DOLPHIN ASSET MANAGEMENT CORP. 129 EAST 17TH STREET (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SALAS PETER E (Last) (First) (Middle) 129 EAST 17TH STREET (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DOLPHIN OFFSHORE PARTNERS LP (Last) (First) (Middle) 129 EAST 17TH STREET (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These Warrants are owned directly by Hoactzin Partners, L.P. ("Hoactzin").

2. These Warrants are owned indirectly by Dolphin Advisors, LLC ("Dolphin Advisors"), Dolphin Management Inc. ("Dolphin Management") and Peter E. Salas ("Mr. Salas"). Mr. Salas is the sole shareholder and president of Dolphin Management, which is the sole managing member of Dolphin Advisors, which is the sole managing general partner of Hoactzin. Each of Mr. Salas, Dolphin Management and Dolphin Advisors disclaims beneficial ownership, within the meaning of Section 16 of the Exchange Act, or otherwise of such portion of the Warrants in which such reporting person has no actual pecuniary interest therein.

3. These Convertible Notes are owned directly by Dolphin Offshore Partners, L.P. ("Dolphin Offshore").

4. These Convertible Notes are owned indirectly by Dolphin Management and Mr. Salas. Mr. Salas is the sole shareholder and president of Dolphin Management, which is the sole managing general partner of Dolphin Offshore. Each of Mr. Salas and Dolphin Management disclaims beneficial ownership, within the meaning of Section 16 of the Exchange Act, or otherwise of such portion of the Convertible Notes in which such reporting person has no actual pecuniary interest therein.

5. These Convertible Notes are owned directly by Dolphin Offshore.

6. These Convertible Notes are owned indirectly by Dolphin Management and Mr. Salas. Mr. Salas is the sole shareholder and president of Dolphin Management, which is the sole managing general partner of Dolphin Offshore. Each of Mr. Salas and Dolphin Management disclaims beneficial ownership, within the meaning of Section 16 of the Exchange Act, or otherwise of such portion of the Convertible Notes in which such reporting person has no actual pecuniary interest therein.

Remarks:

The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock. There are five members of such group. Each of the foregoing persons, with exception of the aforementioned reporting person, are joint filers, as permitted under Rule 16(a)-3(j) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Exhibit List Exhibit 99 - Joint Filer Information

	Peter E. Salas	05/17/2005
	** Signature of Reporting Person	Date
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