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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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. 2)*
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Equicap,
Inc.
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(Name
of Issuer)
|
|
Common
Stock
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(Title
of Class of Securities)
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|
29441R
30 4
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(CUSIP
Number)
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|
With
a copy to:
Jason
Lu
c/o
Equicap, Inc.
10510
Hillsboro Road
Santa
Ana, CA 92705
904-507-4937
|
with
a copy to:
Andrew
D. Hudders, Esq.
Golenbock
Eiseman Assor Bell & Peskoe LLP
437
Madison Avenue, 40th
Floor
New
York, New York 10022
(212)
907-7349
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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October
10, 2008
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(Date
of Event which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
Note: Schedules filed in paper
shall include a signed original and five copies of the schedule, including all
exhibits. See §240.13d-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
disclosures provided in a prior cover page.
The
information required on 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).
Persons who respond to the collection
of information contained in this form are not required to respond unless for
displays a current valid OMB control number.
SCHEDULE
13D
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CUSIP
No. 29441R 30 4
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Page
2
of 7
Pages
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1
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jason
Lu I.D.
No.
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||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b)
¨
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||
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3
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SEC
USE ONLY
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||
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4
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SOURCE
OF FUNDS*
OO
(Exchange of Securities)
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||
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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||
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
1,553,634
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BENEFICIALLY
OWNED
BY
EACH
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8
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SHARED
VOTING POWER
-0-
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REPORTING
PERSON
WITH
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9
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SOLE
DISPOSITIVE POWER
1,553,634
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|
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10
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SHARED
DISPOSITIVE POWER
- 0
-
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||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,553,634
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||
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.52%
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14
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TYPE
OF REPORTING PERSON*
IN
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||
SCHEDULE
13D
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CUSIP
No. 29441R 30 4
|
Page
3
of 7
Pages
|
|
Item
1.
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Security
and Issuer
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The class
of equity securities to which this Statement on Schedule 13D relates is the
common stock (the “Common Stock”) of Equicap, Inc., a Nevada corporation (the
“Issuer”). The principal executive office of the Issuer is 10510
Hillsboro Road, Santa Ana, CA 92705.
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Item
2.
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Identity
and Background.
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(a)
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Mr.
Jason Lu is reporting on his ownership of Common Stock in this Schedule
13D.
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(b)
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The
Reporting Person is an individual. The Reporting Person’s
business address is 10510 Hillsboro Road, Santa Ana, CA
92705.
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(c)
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The
Reporting Person is a director and the Chief Executive Officer of the
Registrant.
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(d)
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During
the past five years, the Reporting Person has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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|
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(e)
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During
the past five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
or as a result of such a proceeding was or is not 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.
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(f)
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The
Reporting Person is a United States
citizen.
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Item
3.
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Source
and Amount of Funds and Other
Consideration.
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The
Reporting Person acquired the shares of the Issuer pursuant to a Share Exchange
Agreement (“Share Exchange”) under which all the shares of Usunco Automotive
Limited, a British Virgin Islands company (“Usunco”), of which the Reporting
Person was a stockholder, were exchanged for shares of the
Issuer. The exchange was consummated on March 9, 2007. The
Reporting Person surrendered all of his shares of Usunco in exchange for
5,141,945 shares of Common Stock of the Issuer. In connection with
the Share Exchange and as described in more detail in Item 6 hereof, the
Reporting Person, along with seven other former shareholders of Usunco, agreed
to place into escrow an aggregate of 10,140,846 shares of Common Stock issued in
the Share Exchange (the “Make Good Shares”). On or about October 10,
2008, an aggregate of 7,098,592 shares of the Make Good Shares were released
from escrow and transferred to other individuals in connection with the escrow
arrangement supplementing the 2007 release. The Reporting Person was
the beneficial owner of 2,511,818 of those shares, thereby making him the
beneficial owner of 1,553,634 shares of Common Stock following such
release.
SCHEDULE
13D
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CUSIP
No. 29441R 30 4
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Page
4
of 7
Pages
|
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Item
4.
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Purpose
of Transaction
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The Reporting Person obtained the
Common Stock for investment purposes. The Reporting Person disclaims
any membership in a group relating to the Issuer.
At the date of this Statement, the
Reporting Person, except as set forth in this Statement and consistent with his
position as an officer and director of the Issuer, does not have any plans
or
proposals which would result in:
(a) The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer, except that the Reporting Person may,
depending upon prevailing market prices or conditions, decide to increase or
decrease his position in the Issuer through open market or privately negotiated
transactions with third parties;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of the board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors, except as set forth in the Share Exchange
Agreement;
(e) Any
material change in the present capitalization or dividend policy of the
Issuer;
(f) Any
other material change in the Issuer’s business or corporate
structure;
(g) Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any
person;
(h) Causing
a class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A
class of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) Any
action similar to any of those actions enumerated above.
SCHEDULE
13D
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CUSIP
No. 29441R 30 4
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Page 5
of 7
Pages
|
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Item
5.
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Interest
in Securities of the Issuer.
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As of December 15, 2008, the Reporting
Person beneficially owned 1,553,634 shares of the Issuer’s Common Stock
representing approximately 5.52% of the shares of the Issuer’s Common Stock
issued and outstanding as of such date.
Transactions by the Reporting Person in
the Issuer’s Common Stock effected in the past 60 days are described in Item 3
above and in Item 6 below.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
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In connection with the Share Exchange,
the Issuer conducted a private placement of securities. As an
inducement to the investors, the Reporting Person agreed to lock up his shares
for a period of time and pledge a portion of his shares pursuant to an escrow
agreement (the “Make Good Escrow Agreement”).
Make
Good Escrow Agreement
In connection with the Share Exchange
and the terms of the private placement to institutional investors (“Investors”)
by the Issuer (“Offering”), for the benefit of the Investors, eight of the
former shareholders of Usunco agreed to place into escrow an aggregate of
10,140,846 shares of Common Stock issued in the Share Exchange. On or
about October 1, 2007, an aggregate of 3,042,252 shares were released from the
escrow account, and on or about October 10, 2008, an aggregate of 7,098,592
shares were released from the escrow account. All the shares were
transferred to the investors entitled to them in respect of the make good
arrangement. The 2008 release was made because the Issuer did not
meet the economic goals for the June 30, 2008 period. The escrow
agreement is now terminated.
Lock
Up Restrictions
Stockholders of the Issuer who are the
officers and directors or their affiliates, which include the Reporting Person,
who now holds 1,553,634 shares of Common Stock, entered into a lock up agreement
under which they are prohibited from selling or otherwise transferring any of
their shares of Common Stock for a period ending the later of (i) twelve (12)
months following the effective date of the initial registration statement filed
for the resale of the shares of Common Stock issued to the Investors or (ii) two
years after the consummation of the Share Exchange.
SCHEDULE
13D
|
CUSIP
No. 29441R 30 4
|
Page 6
of 7
Pages
|
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Item
7.
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Material
to be Filed as Exhibits.
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Form of
Make Good Escrow Agreement, dated March 7, 2007, incorporated by reference from
the Issuers Current Report on Form 8-K, dated March 9, 2007, Exhibit
10.3.
Form of
Lock Up Agreement, dated March 7, 2007, incorporated by reference from the
Issuer’s Current Report on From 8-K, dated March 9, 2007, Exhibit
10.12.
SCHEDULE
13D
|
CUSIP
No. 29441R 30 4
|
Page 7
of 7
Pages
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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.
Dated: December
15, 2008
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/s/
Jason Lu
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| Jason Lu |