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)
December
23, 2009
EQUICAP,
INC.
(Exact
name of registrant as specified in charter)
NEVADA
(State or
other Jurisdiction of Incorporation or Organization)
|
000-31091
|
224
Tianmushan Road,
Zhongrong
Chengshi Huayuan 5-1-602,
Zhangzhou,
P.R. China 310007
|
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)
N/A
(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
8.01 Other Events.
On December 16, 2009, Equicap, Inc., a
Nevada corporation (“Equicap”), its wholly owned subsidiary, Usunco Automotive
Limited, a British Virgin Islands company (“Usunco”), and its wholly owned
subsidiary Zhongchai Holding (Hong Kong) Limited, a Hong Kong company (Zhongchai
Holding”), took action to approve transfer of the shares of Zhejiang Zhongchai
Machinery Co., from Usunco to Zhongchai Holding. The transfer was
completed on December 23, 2009.
The purpose of the transfer was to take
advantage of the tax treaty between the Peoples Republic of China and the
Special Administrative Region of Hong Kong which reduces the withholding tax
rate imposed by the PRC on payments to entities outside of China.
Both Usunco and Zhongchai Holding are
wholly owned subsidiaries of Equicap and will continue as wholly owned
subsidiaries. Usunco will no longer have any assets, all of such
assets having been transferred to Zhongchai Holding, and therefore it may be
dissolved in the future.
The consolidated financial statements
will continue to account for Zhejiang Zhongchai Machinery Co., in the same
manner as before the transfer of the ownership as a consolidated
entity. Shareholder approval by the shareholders of Equicap was not
required under Nevada law, as there was no sale of all or substantially all the
assets of Equicap. The shareholder ownership and shareholder rights of
Equicap remain the same as before the transaction.
Item
9.01 Financial Statements and Exhibits.
|
|
(a)
|
Financial statements
of business acquired.
|
None.
|
|
(b)
|
Pro forma financial
information.
|
None.
|
|
(c)
|
Exhibits.
|
None.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
| Equicap, Inc. | |||
| (Registrant) | |||
|
Date: December
23, 2009
|
By:
|
/s/ Peter Wang | |
| Pewter Wang, President | |||