-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, APahBXAGzFuy5yVHBBa7WMUCrrp1Z7iB0enlLpDSqqeZXn1Ni5Fgp+8NzmcNxm7+ HBnEQ1LXUmY7T09p2y9ccQ== 0000950138-07-000847.txt : 20071025 0000950138-07-000847.hdr.sgml : 20071025 20071025161525 ACCESSION NUMBER: 0000950138-07-000847 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071025 DATE AS OF CHANGE: 20071025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUICAP INC CENTRAL INDEX KEY: 0001006840 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLES & MOTOR VEHICLE PARTS & SUPPLIES [5010] IRS NUMBER: 330652593 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81227 FILM NUMBER: 071191038 BUSINESS ADDRESS: STREET 1: 12373 E. CORNELL AVE CITY: AURORA STATE: CO ZIP: 80014 BUSINESS PHONE: 3034784442 MAIL ADDRESS: STREET 1: 10510 HILLSBORO ROAD, CITY: SANTA ANA, STATE: CA ZIP: 92705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KITT BARRY M CENTRAL INDEX KEY: 0001165244 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4965 PRESTON PARK BLVD. STREET 2: SUITE 240 CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: 9729852121 SC 13D 1 oct25_kitt13d-equicap.htm \PINNACLE CHINA FUND\2007\OCT 25 KITT 13D-EQUICAP

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

 

(Amendment No. __)*

 

 

Equicap, Inc.

 

 

(Name of Issuer)

 

 

 

 

Common Stock, $0.001 par value per share

 

 

(Title of Class of Securities)

 

 

 

 

29441R 30 4

 

 

(CUSIP Number)

 

 

 

 

 

 

Eric Cohen, Esq.

c/o Bryan Cave LLP

1290 Avenue of the Americas

New York, NY 10104

(212) 541-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

 

 

 

October 15, 2007

 

 

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: x.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1

 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Barry M. Kitt

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

o

 

 

(b)

x

3

SEC USE ONLY

4

SOURCE OF FUNDS*

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

75

SOLE VOTING POWER

 

5,746,481 shares of Common Stock

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

5,746,481 shares of Common Stock

 

10

SHARED DISPOSITIVE POWER


0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,746,481 shares of Common Stock

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.4%

 

14

TYPE OF REPORTING PERSON

 

IN

 

Item 1. Security and Issuer.

 

This Schedule 13D relates to shares of Common Stock, $0.001 par value per share (the “Common Stock”) of Equicap, Inc. (the “Issuer”). The principal executive office of the Issuer is 10510 Hillsboro Road, Santa Ana, CA 92705.

 

Item 2. Identity and Background.

 

(a)

This Schedule 13D is filed on behalf of Barry Kitt (the “Reporting Person”).

 

(b)          The principal place of business of the Reporting Person is 4965 Preston Park Blvd., Suite 240, Plano, TX 75093.

 

(c)

See Item 5.

 

(d)          The Reporting Person has not, during the past five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)          The Reporting Person has not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he became or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)

The Reporting Person is a citizen of the United States of America.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Available net assets were utilized to purchase the securities referred to in this Schedule. The total amount of the funds used to make the purchases described in Item 5 was $6,000,000. The initial investment in Common Stock to which this filing relates occurred pursuant to a private placement investment in the Issuer on March 7, 2007 (the “Private Placement”). Such investment (along with the underlying transaction documents) was disclosed by the Issuer in a Form 8-K filed with the Securities and Exchange Commission on March 9, 2007.

 

As part of the Private Placement, certain shareholders of the Issuer pledged shares of Common Stock owned by them (the “Make Good Shares”) which in the event that the Issuer did not achieve certain specified financial results for the fiscal years ending June 30, 2007 and/or June 30, 2008 would be transferred pro rata to the investors in the Private Placement for no additional consideration or action.

 

The specified financial results for the fiscal year ended June 30, 2007 were not met by the Issuer, and each of The Pinnacle Fund, L.P., a Texas limited partnership (“Pinnacle”) and Pinnacle China Fund, L.P., a Texas limited partnership (“Pinnacle China”) are entitled, in the aggregate, to 1,521,128 Make Good Shares.

Item 4. Purpose of Transaction.

 

The shares of Common Stock beneficially owned by the Reporting Person have been acquired for investment purposes. The Reporting Person may make additional purchases of Common Stock either in the open market or in private transactions depending on the Reporting Person’s evaluation of the Issuer’s business, prospects, financial condition, the market for the Common Stock, other opportunities available to the Reporting Person, general economic conditions, money and stock market conditions and other future developments and considerations. Depending on the same factors, the Reporting Person may decide to sell all or part of the Reporting Person’s investment in the Common Stock. The Reporting Person will continue to evaluate the performance of the Reporting Person’s investment in the Common Stock as an investment in the ordinary course of business.

Item 5. Interest in Securities of the Issuer.

(a)(b)     The Reporting Person currently beneficially owns an aggregate of 5,746,481 shares of Common Stock, or 20.4% of the outstanding shares of Common Stock of the Issuer, which the Issuer has indicated in its Form 10-KSB for the fiscal year ended June 30, 2007 to be 28,169,013 shares of Common Stock as of September 15, 2007.

 

All of the foregoing represents an aggregate of 5,746,481 shares of Common Stock held directly by Pinnacle and Pinnacle China. Pinnacle Advisers, L.P. (“Advisers”) is the general partner of Pinnacle. Pinnacle Fund Management, LLC (“Management”) is the general partner of Advisers. The Reporting Person is the sole member of Management. Pinnacle China Advisers, L.P. (“China Advisers”) is the general partner of Pinnacle China. Pinnacle China Management, LLC (“China Management”) is the general partner of China Advisers. Kitt China Management, LLC (“China Manager”) is the manager of China Management. The Reporting Person is the manager of China Manager. As of October 24, 2007, Pinnacle and Pinnacle China were the beneficial owners of 5,746,481 shares of Common Stock. The Reporting Person has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of all of the shares of Common Stock reported in this Schedule 13D. The Reporting Person may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Pinnacle and Pinnacle China. The Reporting Person expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Pinnacle and Pinnacle China.

(c)(d)(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Not applicable.

 

Item 7. Material to be Filed as Exhibits.

 

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:

October 25, 2007

 

 

 

 

/s/ Barry M. Kitt

 

Barry M. Kitt

 

 

 

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