Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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(a)
(Amendment No. ___)
EQUICAP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001
(Title of Class of Securities)
29441R 30 4
(CUSIP Number)
Jodi Kirsch
25 Elm Street
Woodbury, NY 11797
(516) 938-1010
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 2005
(Date of Event which Requires Filing Statement on Schedule 13D)
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 [ ].
- -------- -----------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jodi Kirsch
- -------- -----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [__]
- -------- -----------------------------------------------------------------------
3. SEC USE ONLY
- -------- -----------------------------------------------------------------------
4. SOURCE OF FUNDS
PF
- -------- -----------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [__]
- -------- -----------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------- -----------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER. 114,333*
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 114,333*
REPORTING -----------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
- ------------------------- ----- ------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,333*
- -------- -----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
- -------- -----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%*
- -------- -----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -------- -----------------------------------------------------------------------
- ----------
* Gaha Ventures, LLC is the record holder of 114,333 shares of the Company's
Common Stock. Jodi Kirsch controls Gaha Ventures, LLC and is therefore the
beneficial owner of those shares.
2
- -------- -----------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gaha Ventures, LLC
- -------- -----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [__]
- -------- -----------------------------------------------------------------------
3. SEC USE ONLY
- -------- -----------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- -------- -----------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [__]
- -------- -----------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------- -----------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER. 114,333*
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 114,333*
REPORTING -----------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
- ------------------------- ----- ------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,333*
- -------- -----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
- -------- -----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%*
- -------- -----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- -------- -----------------------------------------------------------------------
- ----------
* Consists of 114,333 shares of the Company's Common Stock held by Gaha
Ventures, LLC, which is controlled by Jodi Kirsch.
3
Item 1. Security and Issuer.
The name of the issuer is Equicap, Inc., a Nevada corporation
("Equicap"), which has its principal executive offices at 5528 Westcott Circle,
Frederick, Maryland 21703. This statement relates to Equicap's common stock,
$0.001 par value per share.
Item 2. Identity and Background.
(a)-(f). This Schedule 13D is being filed by Jodi Kirsch, a citizen of the
United States ("The Reporting Person"). The Reporting Person is the 100% owner
of Gaha Ventures, LLC, a New York limited liability company, which has its
principal executive offices at 25 Elm Street, Woodbury, New York 11797.
During the last five years, the Reporting Person has not been (A)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (B) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was 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.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person received the securities covered by this
statement pursuant to that certain Securities Purchase Agreement, dated December
28, 2005, by and among Equicap and the Purchasers listed on Exhibit A thereto
("Securities Purchase Agreement"). Pursuant to the Securities Purchase
Agreement, the Reporting Person paid a sum of $88,650 in exchange for 114,333
shares of Equicap Common Stock (the "Shares").
Item 4. Purpose of Transaction.
The Reporting Person has acquired the Shares pursuant to the
Securities Purchase Agreement as described in Item 3 above. In connection with
the Securities Purchase Agreement, there were changes to Equicap's board of
directors which were more fully described in an 8-K filed by Equicap on December
30, 2005.
Except as set forth in this Schedule 13D and the Form 8-K referred to
above, the Reporting Person has made no proposals, and has entered into no
agreements, which would be related to or would result in any of the events or
matters described in part (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person is the beneficial owner of 114,333 shares of the
Equicap's Common Stock, representing 11.5% of the outstanding shares of
Equicap's Common Stock. The Reporting Person does not own any other
securities of Equicap.
(b) The Reporting Person has the sole power to vote and dispose of the 114,333
shares.
(c) The Reporting Person did not effect any transactions in the issuer's
securities within the past 60 days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the Reporting Person's securities.
4
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except as disclosed herein and in the current report on Form 8-K filed
by Equicap on December 30, 2005, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Person
and any other person with respect to any securities of the issuer, including,
but not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
5
SIGNATURES
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.
Date: January 5, 2006
/s/Jodi Kirsch
--------------
Jodi Kirsch
6