-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O2i/9oP6CefGrhaZ+doXdy9jbhIv28PqQDDoQMuNL8fU7RZiUEB7yg31+8vu3B7T PqXmaW6YCmIQJoFH+s435g== 0001144204-07-017632.txt : 20070531 0001144204-07-017632.hdr.sgml : 20070531 20070405174339 ACCESSION NUMBER: 0001144204-07-017632 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070405 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070406 DATE AS OF CHANGE: 20070417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUICAP INC CENTRAL INDEX KEY: 0001006840 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 330652593 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31091 FILM NUMBER: 07752982 BUSINESS ADDRESS: STREET 1: 12373 E. CORNELL AVE CITY: AURORA STATE: CO ZIP: 80014 BUSINESS PHONE: 3034784442 MAIL ADDRESS: STREET 1: 10510 HILLSBORO ROAD, CITY: SANTA ANA, STATE: CA ZIP: 92705 8-K 1 v070933.htm Unassociated Document


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)

April 5, 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)
 

5528 Westcott Circle, Frederick, Maryland 217
(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 4.01 Changes in Registrant’s Certifying Accountant.

(a) On April 5, 2007, Equicap, Inc. (the “Company”), dismissed Paritz & Company, P.A. as its independent certified public accountants in connection with the closing of the acquisition of Usunco Automotive Limited. The decision was approved by the Board of Directors of the Company.

The report of Paritz & Company, P.A. on the Company’s balance sheets as of December 31, 2005 and 2006, and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2005 and 2006 did not contain an adverse opinion or disclaimer of opinion, except as stated below. During the Company’s fiscal year ended December 31, 2006 and any subsequent interim period preceding the termination, there were no disagreements with Paritz & Company, PA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Paritz & Company, PA would have caused Paritz & Company, PA to make reference to the subject matter of the disagreements in connection with its report on the financial statements for such years or subsequent interim periods.

(1) In connection with the year ended December 31, 2006 the Report of Independent Registered Public Accounting Firm, issued by Paritz & Company, PA with respect to the Company audited financial statements stated the following:

“The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring net losses and as of December 31, 2006 its current liabilities and total liabilities exceeded its current assets and total assets by $105,445. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

2

(2) In connection with the year ended December 31, 2005 the Report of Independent Registered Public Accounting Firm, issued by Paritz & Company, PA with respect to the Company audited financial statements stated the following:

“The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring net losses and as of December 31, 2005 its current liabilities and total liabilities exceeded its current assets and total assets by $13,617. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

The Company requested that Paritz & Company, PA furnish it with a letter addressed to the Securities and Exchange Commission (“SEC”) stating whether or not it agrees with the Company’s statements in this Item 4.01(a). A copy of the letter furnished by Paritz & Company, PA in response to that request, dated April 5, 2007, is filed as Exhibit 16.1 to this Form 8-K

(b) On November 27, 2006, Patrizio & Zhao, LLC (“P&Z”) was engaged as the Company’s new independent certified accountants. During the two most recent fiscal years and the interim period preceding the engagement of P&Z, the Company has not consulted with P&Z regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a disagreement or event identified in paragraph (a)(1)(iv) of Item 304 of Regulation S-B.

Item 9.01 Financial Statements and Exhibits.

(a)  
Financial statements of business acquired. None.

(b)  
Pro forma financial information. None

(c)  
Exhibits.

 
Exhibit Number
 
 
Description
 
16.1
 
 
Letter from Paritz & Company, PA dated April 5, 2007 regarding change in certifying accountant.
     

3


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
  Equicap, Inc.
  (Registrant)
 
 
 
 
 
 
Date: April 5, 2007 By:   /s/ David Ming He
 
David Ming He, Chief Financial Officer
  Title 
 
4


EXHIBIT INDEX

 
Exhibit Number
 
 
Description
 
16.1
 
 
Letter from Paritz & Company, PA dated April 5, 2007 regarding change in certifying accountant.
     

5

 
EX-16.1 2 v070933_ex16-1.htm Unassociated Document
Exhibit 16.1


April 5, 2007

Securities and Exchange Commission
Washington, DC 20549

RE:
Equicap, Inc. - SEC Filing Number 000-31091

Ladies and Gentlemen:

We have read the statements made by Equicap, Inc. in Item 4.01(a) of the accompanying Form 8-K, which is being filed with the Securities and Exchange Commission. We have no disagreements with the statements therein concerning our firm.

Very truly yours,

/s/ Paritz & Company, PA

PARITZ & COMPANY, PA



CORRESP 3 filename3.htm Unassociated Document
Equicap, Inc.
10510 Hillsboro Road
Santa Ana, CA 92705



April 5, 2007


Securities and Exchange Commission
Washington, DC 20549


Re:
Form 8-K - Item 4.01 - Change of Accountant
SEC File No: 000-31091   

Ladies and Gentlemen:

In connection with the Form 8-K, in which Equicap, Inc. (“Company”) has reported a change of accountants under Item 4.01, the Company acknowledges that:

(1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
 
(2) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
 
(3) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 

EQUICAP, INC.

 
By: /s/ David Ming He   
David Ming He, Chief Financial Officer
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