10QSB 1 q104.htm C:\AAAWork\ONN\EDGAR\Q2\q203.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2003

OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-49985

Equicap Financial Corp.

(Formerly Online Consortium Corp.)

(Exact name of registrant as specified in its charter)

British Columbia, Canada

n/a

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

P.O. Box 11133, #2250 – 1055 W. Georgia St. Vancouver, Canada

V6E 3P3

(Address of principal executive offices)

(Zip Code)

(604) 689-4200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes _ X__ No____

There were 5,786,834 shares outstanding of the registrant’s Common Stock without par value as of October 31, 2003.

Equicap Financial Corp.

INDEX

Page No.

PART I – FINANCIAL INFORMATION

Item l. Financial Statements (Unaudited):
Consolidated Balance Sheets at October 31, 2003 and July 31, 2003

3

Consolidated Statements of Income and Loss - Three months ended October 31, 2003 and 2002

4

Consolidated Statements of Cash Flows - Three months ended October 31, 2003 and 2002

5

Notes to Consolidated Financial Statements

6

Item 2. Management’s Discussion and Analysis or Plan of Operations

7

Item 3. Controls and Procedures

15

 

 

 

 

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

16

Item 2. Changes in Securities and Use of Proceeds

16

Item 3. Defaults Upon Senior Securities

16

Item 4. Submission of Matters to a Vote of Security Holders

16

Item 5. Other Information

16

Item 6. Exhibits and Reports on Form 8-K

16

Signatures

17

 

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EQUICAP FINANCIAL CORP.

(FORMERLY ONLINE CONSORTIUM CORP.)

Consolidated Balance Sheets

(Expressed in Canadian dollars)

    October 31,

         2003

      July 31,

       2003

(unaudited)

    

ASSETS

Current

        Cash & short-term deposits

$  523

$   677

        Accounts receivable

586

361

        Prepaid expenses

109

0

1,218

1,038

Capital Assets

13,052

14,213

$ 14,270

$ 15,251

LIABILITIES

Current

        Accounts payable & accrued liabilities

$  26,263

$  32,202

        Liabilities of discontinued operations

39,269

39,271

        Due to a related party

17,457

3,902

82,989

75,375

SHAREHOLDERS’ EQUITY

Share capital

6,445,555

6,445,555

Share issuance costs

(153,835)

(153,835)

Deficit

(6,360,439)

(6,351,844)

(68,719)

(60,124)

$  14,270

$  15,251

On behalf of the Board:

“D. Grant Macdonald”       Director

“Shirley Kancs”

Director

See accompanying notes to consolidated financial statements

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EQUICAP FINANCIAL CORP.

(FORMERLY ONLINE CONSORTIUM CORP.)

Consolidated Statement of Income and Loss

For the Three Months Ended October 31, 2003

(Expressed in Canadian dollars)

 

    Three Month Period Ended October 31,

         2003

     Three Month Period Ended October 31,

       2002

(unaudited)

(unaudited)

EXPENSES

        Accounting

700

4,380

        Advertising and promotion

0

   400

        Amortization

1,161

1,161

        Consulting fees

0

0

        Filing fees

1,430

1,229

        Hosting fees

880

2,830

        Interest

174

5,082

        Legal

126

0

        Licenses/dues/subscriptions

0

0

        Office expenses

319

1,076

        Rent and storage

(105)

213

        Salaries and benefits

3,610

4,493

          Telephone

300

198

8,595

21,062

Loss from operations

(8,595)

(21,062)

Net loss for the period

(8,595)

(21,062)

Deficit, Beginning of Period

(6,351,844)

(6,271,564)

Deficit, End of Period

$ (6,360,439)

$ (6,292,626)

Loss per share

(0.001)

(0.006)

See accompanying notes to consolidated financial statements

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EQUICAP FINANCIAL CORP.

(FORMERLY ONLINE CONSORTIUM CORP.)

Consolidated Cash Flow Statement

For the Three and Nine Months Ended April 30, 2003

(Expressed in Canadian dollars)

    Three Month Period Ended October 31,

         2003

     Three Month Period Ended October 31,

       2002

    

Cash provided by (used for) operating activities:

        Net gain (loss) for the period

$  (8,595)

$  (21,062)

Adjustment for items not involving cash:

        Amortization of capital assets

1,161

1,162

Change in non-cash working capital:

        Accounts receivable

(334)

298

        Accounts payable

(5,941)

5,971

(6,275)

6,269

Investing activities:

            Purchase of capital assets

0

0

Financing activities:

            Advances from a related company

13,555

13,882

Cash used in continuing operations

(154)

251

Increase (Decrease) in cash position

(154)

251

Cash position, Beginning of Year

677

2,158

Cash position, End of First Quarter

$  523

$  2,409

See accompanying notes to consolidated financial statements

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EQUICAP FINANCIAL CORP.

(FORMERLY ONLINE CONSORTIUM CORP.)

Notes to Consolidated Financial Statements

For the Three  Months ended October 31, 2003

(Expressed in Canadian dollars)

(Unaudited)

1. Accounting policies

The interim consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles. The interim consolidated financial statements have been prepared following the same accounting policies and methods used in preparing the consolidated financial statements for the fiscal year ended July 31, 2002, except as described below, and should be read in conjunction with those statements. The other disclosures below are incremental to those reflected in the annual statements.

2. Related Part Transaction

At October 31, 2003 the Company had an promissory note of $17,457 with Brett Holdings Ltd, a company controlled by D. Grant Macdonald, Equicap’s President and Director. The promissory note is due on demand and bears interest at the annual prime rate plus 2%.

3. Private Placement

On October 23, 2003, the Company announced a non-brokered private placement consisting of 200,000 Units at a price of $0.26 per Unit for aggregate gross proceeds of $52,000. Each Unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share for a period of two years at an exercise price of $0.34 per share.  On November 6, 2003 the Company completed the non-brokered private placement consisting of 200,000 Units at a price of $0.26 per Unit and received $52,000 to be used for general working capital.

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ITEM 2. Management’s Discussion and Analysis or Plan of Operations

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements that reflect our current expectations about our future results, performance, prospects and opportunities. Where possible, the forward-looking statements are identified by words such as "believes," "anticipates," "plans," "expects," "seeks," "estimates," "intends," "may," "will," and other similar expressions; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterization of future events or circumstances are forward-looking statements. The forward-looking statements are subject to significant risks, uncertainties and other factors including those identified in the "Risk Factors" section of this Form 10, which may cause actual results to differ materially from those expressed in or implied by, these statements. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances occurring subsequent to the filing of this report or for any other reason.

Overview

Nature of Business

 Equicap Financial Corp. (“Equicap” or the “Company”) is in the business of acquiring, developing and financing interests in select businesses which are capable of growth and expansion. The Company owns 100% of its subsidiaries, FilmIndustry.com, Inc. (“FilmIndustry”) and DJscene.com Media, Inc. (“DJscene”). Neither of the Company’s subsidiaries have generated any revenue. Using the expertise of its board of directors, the Company continues to search for new financable projects.

 DJscene is an online community portal for the Disc Jockey segment of the international music industry. DJscene offered features that included streaming media and video, exclusive talent interviews, music industry news, a member directory, a DJ directory and email services. Equicap anticipated that DJscene would generate revenues and become profitable through the sale of advertising and membership fees. To this end, Equicap provided significant funds to develop software necessary to enable DJscene to provide its online community with these features. However, due to ongoing cash flow problems, DJscene was required to operate on a substantially reduced budget for the past fiscal year. After continuing to work on the DJscene website for the last year without compensation, its President Justin Leigh determined that he was unable to continue. As the website needs to be constantly updated to be current and viable, the Company decided it had no choice but to take down the DJscene website. Accordingly, in September 2003, operation of the site was halted and unless there is a significant shift in the market place regarding internet based business, it is unlikely the Company will be able to obtain the financing needed to re-implement the site.

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 FilmIndustry is an online vertical directory and content portal designed to serve the needs of the film industry. FilmIndustry developed a comprehensive Professional Directory database that was intended to give film industry professionals an opportunity to promote themselves through their personalized Professional Directory Profile. The Company expended considerable funds developing FilmIndustry software applications, but by the later part of fiscal 2001, the ongoing working capital shortage forced Equicap to halt all operating activity of FilmIndustry and put further development of its Professional Directory on hold. The lack of optimism regarding internet-based businesses has made it extremely difficult to interest potential investors. Unless market conditions or investor perceptions change, we may be unable to obtain the operating funds needed to recommence operations.

 Results of Operations for the Three Months Ended October 31, 2003 Compared to the Three Months Ended October 31, 2002

 Equicap individually had a loss for the three months ended October 2003 of $6,588 compared to $16,888 for the three months ended October 2002. The expenses for the first quarter were reduced by $10,300 compared to the same period for 2002. This decrease comes from a reduction in accounting fees, rent, loan interest and salaries due to continued cutbacks caused by the Company’s ongoing budgetary concerns.

DJscene had a loss for the three months ended October 2003 of $1,918 compared to $4,055 for the three months ended October 2002. This decrease is the result of continued scaling back of operations of DJscene in light of the Company’s working capital deficiency. As it had become no longer possible to maintain the website, all operations of DJscene ceased in September 2003. Future expenses are determined to be minimal. The company has not realized any revenues.

 

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 The Company’s US subsidiaries, OnlineConsortium.com, Inc, (“Online”) and FilmIndustry remain inactive and as a result of this continued inactivity, expenses for the period remain minimal. The companies reported a combined net loss of $89 for the period compared to $122 for same period ended 2002. The expenses are general office expenses. FilmIndustry has not realized any income.

 The Company had a consolidated net loss from operations for the three months ended October 2003 of $8,595 compared to $21,062 for the three months ended October 2002.  The decrease in losses is due to continued inactivity in FilmIndustry, scaled back and  discontinued expenses in DJscene and reduced corporate expenses.

 Related Party Transactions

 To help finance its operations, by October 31, 2003 the Company had borrowed, by way of a promissory note, $17,457 from Brett Holdings Ltd., a company controlled by D. Grant Macdonald, Equicap’s President and Director. The promissory note is due on demand and bears interest at the annual prime rate plus 2%.

 Liquidity and Capital Resources

 At October 31, 2003 the Company had a consolidated cash position of $523 and a working capital deficiency of $81,771. During the month of November 2003, the Company received $84,800 from the issuance of shares. This was used to repay the outstanding loan to Brett Holdings Ltd of $17,457 with the remaining funds of $67,343 to be used for general operating expenses. Equicap has suffered recurring losses from operations and its ability to continue as a going concern is dependent upon many factors, including the ability of the Company to obtain financing to fund working capital requirements, the degree of competition encountered and general economic conditions. Additional financing is required to develop and market the products and services of the Company’s subsidiaries. Management’s plan in this regard is to raise equity financing. In the interim, operating loans have been received as needed from Brett Holdings Ltd., but Brett Holdings is under no commitment to continue to fund the existing overhead. The Company’s continuance is dependent upon its ability to obtain additional financing to cover its operating expenses.

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 Significant Events

 After continuing to work on the DJscene website for the last year without compensation due to the shortage of working capital, Justin Leigh determined that he was unable to continue. As the website would no longer be updated the Company decided it had no choice but to take down the DJscene website. Accordingly, in September 2003, operation of the site was halted and unless there is a significant shift in the market place regarding internet based business, it is unlikely the Company will be able to obtain the funding needed to re-implement the site.

On October 23, 2003, the Company announced a non-brokered private placement consisting of 200,000 Units at a price of $0.26 per Unit for aggregate gross proceeds of $52,000. Each Unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share for a period of two years at an exercise price of $0.34 per share.

  Subsequent Events

 On November 7, 2003 the Company filed its fifth Annual Information Form with the TSX Venture Exchange.

 On November 6, 2003, 115,000 warrants were issued at $0.22 per share for proceeds to the Company of $25,300 to be used for general working capital.

 On November 6, 2003 the Company completed the non-brokered private placement consisting of 200,000 Units at a price of $0.26 per Unit and received $52,000 to be used for general working capital.

 Also on November 6, 2003, 50,000 options were exercised at $0.15 per share for proceeds to the Company of $7,500 to be used for general working capital.

  Critical Accounting Estimates

The discussion and analysis of financial condition and results of operations is based on Equipcap's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in Canada. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, Online evaluates its estimates, including those related to revenue, bad debts, intangible assets, restructuring, contingencies and litigation. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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Our only revenue producing business to date, O-Tooz Energie Group Inc., ceased operations in September 2001 and is reflected as discontinued operations. Our other two businesses in development, FilmIndustry.com and DJscene.com Media have not yet generated revenues from operations. If these companies obtain adequate operating capital and are able to recommence operations, revenue, if any, will be recognized when the earnings process is complete, as evidenced by agreement between the customer and the Company, when services have been rendered and when collection is probable. The recognition of revenue in conformity with accounting principles generally accepted in Canada will require Online to make estimates and assumptions that will affect the reported amounts of revenue. We expect that the majority of our revenues will be invoiced on a monthly basis.

As no operations presently generate any revenue, Online presently has no accounts receivable or any need to determine an allowance for doubtful accounts. If Online obtains adequate operating capital and is able to recommence the operations of its subsidiaries, an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments will need to be determined once revenue, if any, is generated. We intend to perform regular analyses on accounts receivable balances and determine what accounts receivable require the creation of a allowance.

We assess the fair value and recoverability of our long-lived assets, including goodwill, whenever events and circumstances indicate the carrying value of an asset may not be recoverable from estimated future cash flows expected to result from its use and eventual disposition. In doing so, we make assumptions and estimates regarding future cash flows and other factors to make our determination. The fair value of our long-lived assets and goodwill is dependent upon the forecasted performance of our business, changes in our business and the overall economic environment. When we determine that the carrying value of our long-lived assets and goodwill may not be recoverable, we measure any impairment based upon a forecasted discounted cash flow method. If these forecasts are not met, we may have to record additional impairment charges not previously recognized. For the period ended December 31, 2001, we wrote-off the FilmIndustry software license and database asset of $205,431 as its revenue generating potential was determined to be limited.

Online periodically records the estimated impact of various conditions, situations or circumstances involving uncertain outcomes. We account for these contingencies as prescribed by SFAS No. 5 "Accounting for Contingencies". We use our best judgment to determine the estimate of these contingencies and adjust these reserves to account for ongoing issues and changes in circumstances.

Government Regulation

Online is a Canadian Corporation and is governed by the laws of Canada. The shares of Online are listed on the TSX Venture Exchange. There are no Canadian economic, fiscal, monetary, or political policies or factors that have materially affected or could materially affect, directly or indirectly, our operations or investments by United States nationals. See "Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters – Exchange Controls, and Taxation" for a discussion of Canadian and United States foreign exchange controls and tax laws.

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Quantitative and Qualitative Disclosures about Market Risk

All of Online operations are based in Canada and denominated in Canadian currency. Cash balances are presently maintained in non-interest bearing accounts.

Factors That May Affect Future Results

This report contains forward-looking statements and other prospective information relating to future events. These forward-looking statements and other information are subject to certain risks and uncertainties that could cause results to differ materially from historical or anticipated results, including the following:

We have a working capital deficiency at July 31, 2003 and October 31, 2003 (unaudited); our Credit facilities can be called at any time. At July 31, 2003 and October 31, 2003 (unaudited), we had a working capital deficiency which indicates that our current liabilities exceeded our current assets. Our credit facilities are all on a demand basis and could be called for repayment at any time.

History of Losses; Increased Expenses. At July 31, 2003 and October 31, 2003  (unaudited), we had an accumulated deficit and have not generated an operating profit since inception. There can be no assurance that we will realize revenue growth or be profitable on a quarterly or annual basis.

Additional Financing. We do not have sufficient capital to fund our operations. In particular, additional financing is required to develop and market the products and services of our subsidiaries. No assurance can be given that any additional financing required would be available, or that additional financing will be available on terms that may be advantageous to existing shareholders. Such financing, to the extent available, may result in substantial dilution to our shareholders. To the extent such financing is not available, we may be delayed or unable to commercialize the products and services of our subsidiaries.

We may undertake acquisitions that could limit our ability to manage and maintain our business, result in adverse accounting treatment and could be difficult to integrate into our business. A component of future growth will depend on the ability to identify, negotiate, and acquire additional companies and assets that complement or expand existing operations. However we may be unable to complete any acquisitions, or any acquisitions we may complete may not enhance our business. Any acquisitions could subject us to a number of risks, including:

  • diversion of management's attention;

  • amortization of substantial goodwill, adversely affecting our reported results of operations;

 

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  • inability to retain the management, key personnel and other employees of the acquired business;

  • inability to establish uniform standards, controls, procedures and policies;

  • inability to retain the acquired company's customers; and

  • exposure to legal claims for activities of the acquired business prior to acquisition; and inability to integrate the acquired company and its employees into our organization effectively.

We have not paid dividends, do not intend to pay dividends in the foreseeable future and are currently restricted from paying dividends pursuant to the terms of our credit facility and British Columbia corporate law. We have not paid any cash dividends on our common stock and do not expect to pay any cash or other dividends in the foreseeable future. The terms of our current credit facility prohibit us from declaring and paying dividends.

Our stock is thinly traded and is subject to price volatility. Trading volume in our common stock has historically been limited. Accordingly, the trading price of our common stock could be subject to wide fluctuations in response to quarterly variations in operating results, changes in financial estimates by securities analysts, an imbalance of purchasers and sellers, or other factors.

Enforcement of Civil Liabilities. Equicap Financial Corp. is a corporation incorporated under the laws of British Columbia, Canada. All of the directors and officers are residents of Canada or otherwise reside outside of the United States. All or a substantial portion of the assets of such persons are or may be located outside of the United States. It may be difficult to effect service of process within the United States upon Online or upon such directors or officers or to realize in the United States upon judgments of United States courts predicated upon civil liability of Online or such persons under U.S. federal securities laws. We have been advised that there is doubt as to whether Canadian courts would (i) enforce judgments of U.S. courts obtained against Online or such directors or officers predicated solely upon the civil liabilities provisions of United States federal securities laws, or (ii) impose liabilities in original actions against Online or such directors and officers predicated solely upon such U.S. laws. However, a judgment against Online predicated solely upon civil liabilities provisions of such U.S. federal securities laws may be enforceable in Canada if the United States court in which such judgment was obtained has a basis for jurisdiction in that matter that would be recognized by a Canadian court.

Certain Shareholders May Exercise Control Over Matters Voted Upon by the Shareholders. Certain of the Company’s officers and directors together beneficially owned a significant portion of the outstanding common shares as of July 31, 2003. D. Grant Macdonald, President and director, and Dean G. Claridge, director, own 959,000 (58%) and 95,000 (4%) of common shares, respectively. While these shareholders do not hold a majority of Online’s outstanding common shares, they may be able to exercise significant influence over matters requiring shareholder approval, including the election of directors and the approval of mergers, consolidations and sales of assets. This may prevent or discourage tender offers for the Equicap's common shares.

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Shares of our common stock are expected to trade under $5.00 upon listing in the United States and the application of "penny stock regulations" could adversely affect the market price of our common stock and may affect the ability of holders of our common stock to sell their shares. Our securities will be considered a penny stock. The Securities and Exchange Commission has adopted regulations which generally define a "penny stock" to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. As a result, our common stock is subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.)

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our securities and may affect the ability of investors to sell our securities in the secondary market and the price at which such purchasers can sell any such securities.

We are subject to the risk of possibly becoming subject to regulation under the Investment Company Act of 1940. Because we are a holding company and a portion of our assets may in the future consist of investments in companies in which we own less than a 50% interest, we run the risk of inadvertently becoming an investment company that is required to register under the Investment Company Act of 1940. Registered investment companies are subject to extensive, restrictive and potentially adverse regulation relating to, among other things, operating methods, management, capital structure, dividends and transactions with affiliates. Registered investment companies are not permitted to operate their business in the manner in which we operate our business, nor are registered investment companies permitted to have many of the relationships that we have with our affiliated companies. To avoid regulation under the Investment Company Act, we monitor the value of our investments and structure transactions with an eye toward the Investment Company Act. As a result, we may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or we may avoid otherwise economically desirable transactions due to those concerns. In addition, events beyond our control, including significant appreciation or depreciation in the market value of

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certain of publicly traded holdings, if any, could result in our becoming an inadvertent investment company. If we were to become an investment company, we would have one year to divest of a sufficient amount of investment securities and/or acquire other assets sufficient to cause us to no longer be an investment company. If it were established that we are an unregistered investment company, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, in an action brought by the Securities and Exchange Commission, that we would be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with us undertaken during the period it was established that we were an unregistered investment company.

 

ITEM 3. CONTROLS AND PROCEDURES

The Chief Executive and Chief Financial Officer has evaluated our disclosure controls and procedures. He has concluded that our disclosure controls and procedures were adequate and effective in ensuring that material information relating to the Company is properly recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to allow timely decisions regarding required disclosure.

We currently have in place systems relating to internal controls and procedures with respect to our financial information. Management reviews and evaluates these internal control systems on an on-going basis. Based on these evaluations, there were no significant deficiencies or material weaknesses in these internal controls requiring corrective actions. As a result, no corrective actions were taken. There have been no significant changes in these internal controls or in other factors that could significantly affect these internal controls subsequent to the review and evaluation.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not Applicable.

ITEM 2. CHANGES IN SECURITIES.

Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not Applicable

ITEM 5. OTHER INFORMATION.

Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits

31.1 Certification of Chief Executive and Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act.
99.1 Certification of Chief Executive and Financial  Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.

Reports on Form 8-K – None

 

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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 thereunto duly authorized.

Date: December 15, 2003

Equicap Financial Corp.

/s/ D. Grant Macdonald

D. Grant Macdonald

Chief Executive and Financial Officer

(Duly Authorized Officer and Principal

Financial and Accounting Officer)

 

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