8-K 1 v080592_8k.htm


UNITED STATES
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)
 
July 6, 2007
____________________________

EQUICAP, INC.
(Exact name of registrant as specified in charter)
 
NEVADA
(State or other Jurisdiction of Incorporation or Organization)

000-31091
10510 Hillsboro Road
Santa Ana, CA 92705
33-0652593
(Commission File Number)
(Address of Principal Executive Offices and zip code)
(IRS Employer Identification No.)

909-697-2111
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



 
 

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections included in these forward-looking statements will come to pass. The Company’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 6, 2007, the Board of Directors of Zhejiang Zhongchai Machinery Co., Ltd. (“Zhongchai”), the China based and 75% owned subsidiary of Equicap, Inc., approved and finalized a Share Purchase Agreement (“Share Purchase Agreement”) with Xinchang Keyi Machinery Co., Ltd., a corporation incorporated in the People’s Republic of China (“Keyi”). Pursuant to the Share Purchase Agreement, Zhongchai purchased all the outstanding equity of Zhejiang Shengte Transmission Co., Ltd. (“Shengte”) from Keyi, the sole owner of Shengte. Shengte is a limited liability corporation incorporated in the People’s Republic of China, in February 2006, with a registered capital of RMB 5 million.

Shengte manufactures and distributes gears and transmission systems mainly applied in engineering machinery and agricultural machinery.

Under the Share Purchase Agreement, Zhongchai paid a total consideration of RMB 28 million (approximately US $3.7 million) in cash for the 100% ownership of Shengte. Zhongchai has obtained the required approvals for this transaction in the People’s Republic of China. As a result of the transaction, Shengte is an indirect subsidiary of Equicap, Inc and wholly-owned by Zhongchai.

Item 9.01 Financial Statements and Exhibits.

 
(a)
Financial statements of business acquired.
Will be filed by amendment on or before September 19, 2007
 
(b)
Pro forma financial information.
Will be filed by amendment on or before September 19, 2007
 
(c)
Exhibits.
None required.

 
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Exhibit Number
Description
   
   

 


 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
     
     
 
Equicap, Inc.
(Registrant)
 
 
 
 
 
 
Date: July 10 , 2007 By:   /s/ David Ming He
 
David Ming He, Chief Financial Officer
 


 
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