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. 1)*
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Equicap,
Inc
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(Name
of Issuer)
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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:
Mr.
Yang Yong HU
Ruihua
International Limited
c/o
11/F Front Block,
Hang
Lok Building
130
Wing Lok St.
Sheung
Wan, Hong Kong
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with
a copy to:
Andrew
D. Hudders, Esq.
Golenbock
Eisemen Assor Bell & Peskoe LLP
437
Madison Avenue – 40th
Floor
New
York, New York 10022
212-907-7349
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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July
29, 2009
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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.
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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 | NAMES OF REPORTING PERSON | |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS | ||
|
RUIHUA INTERNATIONAL LIMITED I.D.
No.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) o
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(b)
o
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3
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SEC USE ONLY: | |
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4
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SOURCE OF FUNDS* | |
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WC
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||
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Hong
Kong
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7
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SOLE VOTING POWER |
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17,431,104
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NUMBER
OF
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SHARES
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8
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SHARED VOTING POWER |
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BENEFICIALLY
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- 0
-
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OWNED
BY
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EACH
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9
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SOLE DISPOSITIVE POWER |
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REPORTING
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17,431,104
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PERSON
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||
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WITH
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10
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SHARED DISPOSITIVE POWER |
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- 0 - | |
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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17,431,104
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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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o
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||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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61.88%
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||
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14
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TYPE
OF REPORTING PERSON*
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CO
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SCHEDULE
13D
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CUSIP
No. 29441R 30 4
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Page 3 of 7 Pages
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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 224
Tianmushan Road, Zhongrong Chengshi Huayuan 5-1-602, Hangzhou, China
310007.
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Item
2.
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Identity
and Background.
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(a)
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Ruihua
International Limited, a Hong Kong company, is reporting on its ownership
the Common Stock in this Schedule 13D
(“Shares”).
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(b)
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The
Reporting Person is a company. The Reporting Persons address is
11/F Front Block, Hang Lok Building, 130 Wing Lok Street, Sheung Wan, Hong
Kong. The officer and director of the Reporting Person is Yang
Yong HU.
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(c)
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The
Reporting Person is a company, organized under the laws of Hong
Kong.
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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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(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 corporation formed under the laws of Hong
Kong.
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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 on July 29, 2009, pursuant to
a settlement agreement in connection with litigation brought by several
shareholders of the Issuer against the Issuer, the Chief Executive Officer of
the Issuer and the placement agent for the sale of the shares on behalf of the
Issuer. The funds used to acquire the shares were working capital of
the Reporting Person. The consideration was a cash payment to the
plaintiff shareholders and one other entity that had acquired the shares from a
former shareholder. In connection with the acquisition of the shares,
the legal action was settled with a mutual release of all parties.
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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, does not have any plans
or proposals which would result in:
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(a)
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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 its position in the Issuer through open market or
privately negotiated transactions with third
parties;
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(b)
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An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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A
sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
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(d)
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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;
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(e)
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Any
material change in the present capitalization or dividend policy of the
Issuer;
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(f)
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Any
other material change in the Issuer’s business or corporate
structure;
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(g)
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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;
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(h)
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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;
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(i)
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A
class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
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(j)
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Any
action similar to any of those actions enumerated
above.
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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 July 29, 2009, the Reporting
Person beneficially
owned 17,431,104
shares of the Issuer’s Common Stock (the “Shares”) representing
approximately 61.88% of the shares of the Issuer’s Common Stock issued and
outstanding as of such date.
Transactions by the Reporting Persons
in the Issuer’s Common Stock effected in the past 60 days are described in Item
3 above.
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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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None
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Item
7.
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Material
to be Filed as Exhibits.
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None
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SCHEDULE
13D
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CUSIP
No. 29441R 30 4
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Page 6 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the
best of my knowledge and belief, we certify that the information set forth in
this statement is true, complete and correct.
Dated: August
4, 2009
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/s/
Yang Yong HU
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Authorized
Signatory of Ruihua International Limited
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