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)
Peter Zachariou
8618 West 3rd Street
Los Angeles, CA 90048
(212) 807-6994
(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)
Peter Zachariou
- --------------------------------------------------------------------------------
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 KINGDOM
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER. 222,334*
SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING -----------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 222,334*
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,334*
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%*
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Fountainhead Investments, Inc. is the record holder of 222,334 shares of
the Company's Common Stock. Peter Zachariou controls Fountainhead
Investments, Inc. and is therefore the original owner of those shares.
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fountainhead Investments, Inc.
- --------------------------------------------------------------------------------
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
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER. 222,334*
SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING -----------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 222,334*
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,334*
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%*
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Consists of 222,334 shares of the Company's Common Stock held by
Fountainhead Investments, Inc., which is controlled by Peter Zachariou.
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 Peter Zachariou, a citizen of the
United Kingdom ("The Reporting Person"). The Reporting Person is the 100% owner
of Fountainhead Investments, Inc., a Delaware corporation, which has its
principal executive offices at 8618 West 3rd Street, Los Angeles, California.
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 $177,300 in exchange for 222,334 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 222,334 shares of the
Equicap's Common Stock, representing 22.4% 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 222,334
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.
(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.
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 6, 2006
/s/ Peter Zachariou
----------------------------------------
Peter Zachariou