Cang Bao Tian Xia International Art Trade Center, Inc. - Quarter Report: 2008 September (Form 10-Q)

Unassociated Document

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

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

For the transition period from ____ to _____

Commission file number: 000-31091

Equicap, Inc.

(Exact name of small business issuer as specified in its charter)

Nevada		33-0652593
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

10510 Hillsboro Road
Santa Ana, California		92705
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number: (904) 507-4937

Not Applicable

(Former name, former address and former

fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated Filer o Non accelerated filer o Smaller reporting company x

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 28,169,013 shares of common stock, par value $.001 per share, outstanding as of November 10, 2008.

EQUICAP, INC.

- INDEX -

		Page

PART I - FINANCIAL INFORMATION:

Item 1. Financial Statements		1

	Consolidated Balance Sheet as of September 30, 2008 (unaudited)	2

	Consolidated Statements of Operations for the Three Months Ended September 30, 2008 and 2007 (unaudited)	3

	Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2008 and 2007 (unaudited)	4

	Notes to Consolidated Financial Statements, September 30, 2008 and 2007	5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12

Item 3 Quantitative and Qualitative Disclosures about Market Risk		19

Item 4T Controls and Procedures		19

PART II - OTHER INFORMATION:

Item 1. Legal Proceedings		19

Item 1A. Risk Factors		20

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20

Item 3. Defaults Upon Senior Securities		20

Item 4. Submission of Matters to a Vote of Security Holders		20

Item 5. Other Information		20

Item 6. Exhibits		20

Signatures		21

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.

Statements made in this Form 10-Q (the “Quarterly Report”) that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements often can be identified by the use of terms such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “approximate”, or “continue”, or the negative thereof. Equicap, Inc. (the “Company”) intends that such forward-looking statements be subject to the safe harbors for such statements. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond the control of the Company that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. These factors include our current dependence on a limited number of products and customers, the shift in focus of our business, the demand for our products, pricing pressures on our products caused by demand and competition, delivery deadlines, customer satisfaction, our ability to generate sales and expand our customer base, warranty obligations and claims, operating a portion of our business in the Peoples Republic of China, currency controls and exchange rate exposure, and the other risk factors discussed in our reports filed with the Securities and Exchange Commission. The Company disclaims any obligation to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

EQUICAP, INC.

Consolidated Balance Sheets

	September 30,			June 30,
	2008			2008
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	816,793		$	956,973
Accounts receivable, net of allowance for doubtful accounts of $14,494
and $29,747 at September 30, 2008 and June 30, 2008, respectively		856,072			807,484
Inventory		1,397,338			1,186,900
Other receivables, net		44,819			141,496
Advance payments		5,068,769			5,059,154
Prepaid expenses		87,229			212,405
Notes receivable		179,525			294,686

Total current assets:		8,450,545			8,659,098

Property and equipment, net:		2,614,330			2,511,602

Goodwill:		3,402,610			3,393,307

Other asset:
Intangible assets, net		2,325			2,586
Deferred compensation		145,198			172,395
Deferred expenses		49,467			51,829

Total other assets:		196,990			226,810

Total assets:	$	14,664,475		$	14,790,817

Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable and accrued expenses	$	755,549		$	851,284
Taxes payable		10,958			946
Other payables		555,453			530,381

Total current liabilities:		1,321,960			1,382,611

Minority interest:		2,744,264			2,706,313

Total liabilities:		4,066,224			4,088,924

Commitments and contingencies:

Stockholders’ equity:
Common stock, $.001 par value, 500,000,000 shares
authorized, 28,169,013 shares issued and outstanding		28,169			28,169
Stock subscription receivable		(31,160	)		(32,400	)
Additional paid-in capital		16,516,901			16,516,901
Accumulated deficit		(7,314,143	)		(7,183,605	)
Accumulated other comprehensive income		1,398,484			1,372,828

Total stockholders’ equity:		10,598,251			10,701,893

Total liabilities and stockholders' equity:	$	14,664,475		$	14,790,817

The accompanying notes are an integral part of these consolidated financial statements.

EQUICAP, INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	For Three Months Ended
	September 30,
	2008			2007

Revenue:	$	1,186,570		$	732,607

Cost of sales:		852,087			588,438

Gross profit:		334,483			144,169

Operating expenses:
Selling, general and administrative		468,688			261,762

Loss from operations:		(134,205	)		(117,593	)

Other income (expense):
Interest income		2,713			32,136
Other income (expense), net		31,439			(31,152	)
Total other income (expense):		34,152			984

Loss before provision for income tax:		(100,053	)		(116,609	)

Provision for income tax:		788			-

Net loss before minority interest:		(100,841	)		(116,609	)

Minority interest:		29,697			21,132

Net loss:		(130,538	)		(137,741	)

Other comprehensive income:
Foreign currency translation adjustment		25,656			135,898

Comprehensive income (loss):		($ 104,882	)		($ 1,843	)

Loss per common share:
Basic		($ 0.00	)		($ 0.01	)
Diluted		($ 0.00	)		($ 0.01	)

Weighted average shares of common stock:
Basic		28,169,013			21,718,329
Diluted		28,169,013			21,718,329

The accompanying notes are an integral part of these consolidated financial statements.

EQUICAP, INC.

Consolidated Statements of Cash Flows

(Unaudited)

	For Three Months Ended
	September 30,
	2008			2007

Cash flows from operating activities:
Net loss		($130,538	)		($ 137,741	)
Adjustments to reconcile net loss to net cash
Provided by (used in) operating activities:
Share-based compensation		27,197			27,197
Minority interest		29,697			21,132
Depreciation and amortization		42,184			18,824
Bad debt expense		(15,262	)		(20,929	)
Non-cash payments of rent		1,240			1,250
Changes in assets and liabilities:
Accounts receivable		(31,607	)		338,994
Inventory		(207,293	)		(187,589	)
Other receivables		97,125			4,188,701
Advance payments		4,257			661,497
Prepaid expenses		125,184			(84,059	)
Notes receivable		116,041			(26,492	)
Deferred expenses		2,506			4,689
Accounts payable and accrued expenses		(97,928	)		(289,979	)
Taxes payable		10,017			(385	)
Other payables		23,841			414,248

Total adjustments:		127,199			5,067,099

Net cash provided by (used in) operating activities:		(3,339	)		4,929,358

Cash flows from investing activities:
Additions to property, plant and equipment		(19,897	)		(1,399,713	)
Additions to construction in progress		(117,918	)		(213,928	)
Acquisition of Shengte, net of cash from Shengte		-			(3,495,463	)

Net cash used in investing activities:		(137,815	)		(5,109,104	)

Effect of foreign currency conversion on cash:		974			91,719

Net decrease in cash and cash equivalents:		(140,180	)		(88,027	)

Cash and cash equivalents - beginning:		956,973			7,848,812

Cash and cash equivalents - ending:	$	816,793		$	7,760,785

Supplemental information:

Cash paid for income taxes:	$	788		$	-

Cash paid for interest:	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

EQUICAP, INC.

Notes to Consolidated Financial Statements

September 30, 2008 and 2007

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND DESCRIPTION OF BUSINESS

Equicap, Inc. (“the Company”), a Nevada corporation, is a manufacturer and distributor of gears and gearboxes, and a distributor of automotive parts and components, such as, starters and alternators, which are marketed and sold to customers primarily located in China and North America.

On July 6, 2007, the Board of Directors of Zhejiang Zhongchai Machinery Co., Ltd. (“Zhongchai”), the China based and 75% owned subsidiary of Equicap, Inc., approved and finalized a Share Purchase Agreement (“Share Purchase Agreement”) with Xinchang Keyi Machinery Co., Ltd., (“Keyi”) a corporation incorporated in the People’s Republic of China. Pursuant to the Share Purchase Agreement, Zhongchai purchased all the outstanding equity of Zhejiang Shengte Transmission Co., Ltd. (“Shengte”) from Keyi, the sole owner of Shengte for approximately $3.7 million.

On March 7, 2007, the Company and Usunco Automotive, Ltd. (“Usunco”) entered into a Share Exchange Agreement (“Exchange Agreement”) which was consummated on March 9, 2007. Under the terms of the Exchange Agreement, the Company acquired all of the outstanding equity securities of Usunco in exchange for 18,323,944 shares of common stock of Equicap, Inc.

For accounting purposes, because the Company had been a public shell company prior to the share exchange, the share exchange was treated as a recapitalization of the Company. As such, the historical financial information prior to the share exchange is that of Usunco and its subsidiaries. Historical share amounts have been restated to reflect the effect of the share exchange.

On June 18, 2006, Usunco acquired 100% of IBC Automotive Products Inc (“IBC”), a California Corporation as of May 14, 2004 (date of inception), through a Share Exchange Agreement of 28% of Usunco’s shares. IBC is considered a “predecessor” business to Usunco as its operations constituted the business activities of Usunco formed to consummate the acquisition of IBC. The consolidated financial statements reflect all predecessor statements of income and cash flow activities from the inception of IBC in May 2004.

BASIS OF PRESENTATION

The Company’s Consolidated Financial Statements include the accounts of its direct wholly-owned subsidiaries and of its indirect proportionate share of subsidiaries owned by the wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The accompanying unaudited financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X applicable to small business issuers. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill and intangible assets deemed to have indefinite lives are not amortized. All other intangible assets are amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are subject to annual impairment testing using the guidance and criteria described in Statement of Financial Accounting Standard No. 142, “Goodwill and Other Intangible Assets”. This testing compares carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value. As of September 30, 2008, the Company concluded that there were no impairments on goodwill or indefinite-lived intangibles.

EQUICAP, INC.

Notes to Consolidated Financial Statements

September 30, 2008 and 2007

(Unaudited)

NOTE 2 - INTERIM FINANCIAL STATEMENTS

These interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2008, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended June 30, 2008.

NOTE 3 - EARNINGS (LOSS) PER SHARE

The Company presents earnings (loss) per share on a basic and diluted basis. Basic earnings (loss) per share have been computed by dividing net earnings by the weighted average number of common shares outstanding. Diluted earnings (loss) per share has been computed by dividing net earnings by the weighted average number of shares outstanding including the dilutive effect of equity securities. All share and per share data have been adjusted to reflect the recapitalization of the Company after the share exchange agreement with Usunco. The weighted average number of common shares calculated for Diluted EPS excludes the potential common stock that would be exercised under the options granted to employees and warrants granted to agents because the inclusion of the potential shares from these options and warrants would cause an antidilutive effect by reducing the net loss per share. (See Note 13).

	Three Months Ended September 30
	2008			2007

Net loss		($ 130,538	)		($ 137,741	)

Weighted average common shares
(denominator for basic income per share)		28,169,013			21,718,329

Effect of dilutive securities:		-			-

Weighted average common shares
(denominator for diluted income per share)		28,169,013			21,718,329

Basic net income (loss) per share		($ 0.00	)		($ 0.01	)
Diluted net income (loss) per share		($ 0.00	)		($ 0.01	)

NOTE 4 - INVENTORY

Inventory at September 30, 2008 and June 30, 2008 consisted of the following:

	September 30, 2008		June 30, 2008

Gears products	$	992,977	$	574,097
Starters & Alternators		30,246		-
Gearbox products		373,908		612,597
Others		207		206
Total	$	1,397,338	$	1,186,900

EQUICAP, INC.

Notes to Consolidated Financial Statements

September 30, 2008 and 2007

(Unaudited)

NOTE 5 - ADVANCE PAYMENTS

Advance payments amounted to approximately $5.07 million as of September 30, 2008, which represents a deposit that Zhongchai placed with Zhejiang Xinchai Holdings Co., Ltd. ("Xinchai Holdings"), a corporation in China, to secure Zhongchai's exclusive right to acquire 100% interest of a project from Xinchai Holdings within twelve months starting Oct. 15, 2007. The intended project was located in Hangzhou, Zhejiang Province, China, and was for assembly of advanced diesel engines, engine components and related products. Zhongchai is entitled to a refund of the full deposit amount in case the project is not completed or Zhongchai decides not to pursue the transaction within the twelve-month period. Due to changes in the macro economic conditions and business operations for the proposed project, ZhongChai JV has decided not to pursue the project, and Xinchai Holding has verbally agreed with that decision. Both parties are in the process of preparing a definitive termination agreement to end the transaction and refund the deposit.

NOTE 6- PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2008 and June 30, 2008 consisted of the following:

	September 30, 2008		June 30, 2008

Manufacturing equipment	$	8,04,541	$	784,658
Office equipment and furniture		47,817		45,537
Vehicles		61,954		61,785
Subtotal		914,312		891,980
Less: Accumulated depreciation		206,544		164,204
		707,768		727,776
Construction in progress		1,906,562		1,783,826

Total	$	2,614,330	$	2,511,602

Depreciation expense for three months ending September 30, 2008 and 2007 was $41,916 and $18,824, respectively.

NOTE 7 - RENTAL EXPENSE

The Company's U.S. office site is located in the state of California. Rental expense for the three months ended September 30, 2008 and 2007 was $1,240 and $1,250, respectively. The Company’s Chinese operation is located in Hangzhou, China, and the rental expense for the three months ended September 30, and 2007 was $14,603 and $9,912, respectively.

NOTE 8 - MAJOR CUSTOMERS AND SUPPLIERS

The Company had three major customers, BBB/OCA, World Pac-South Brunswick and World Pac, who accounted for approximately 61%, 16% and 16%, respectively of the Company's net revenue of the North America/Auto Parts segment for the three months ended September 30, 2008. For China/Gear segment, two customers, Zhejiang Xinchai Co., Ltd. and Ningbo Ruyi Co., Ltd. accounted for 87% and 8%, respectively, of the net revenue in China, for the three months ended September 30, 2008. These five customers accounted for 17%, 5%, 5%, 62% and 6%, respectively, of the Company’s consolidated revenue for the three months ended September 30, 2008.

EQUICAP, INC.

Notes to Consolidated Financial Statements

September 30, 2008 and 2007

(Unaudited)

NOTE 8 - MAJOR CUSTOMERS AND SUPPLIERS (continued)

The Company had three major vendors, Wuxi Susun, Zhejiang Yongkang Boyu and Ningbo Heyu International Trading Co. who provided approximately 65%, 14%, and 9%, respectively of the Company's purchases of the auto parts segment for the three months ended September 30, 2008. For China/Gear segment, three major suppliers, Zhejiang Yuyang Machinery Co., Ltd., Changzhou No. 2 Gears Co., Ltd., and Xinchang Zhisheng Machinery Co., Ltd., accounted for 41%, 18%, and 7%, respectively of the total purchases, for the three months ended September 30, 2008. These six suppliers accounted for 15%, 3%, 2%, 32%, 14% and 5%, respectively, of the Company’s consolidated purchases for the three months ended September 30, 2008.

NOTE 9- DEFERRED COMPENSATION

As described in Note 12 (“Stock-based compensation”), the Company granted options to employees and warrants to the private placement agent. Following SFAS No. 123R, the Company recognizes expenses on the fair value of the options and warrants. Deferred compensation represents stock-based compensation that will be expensed in future periods based on the vesting time of such options and warrants.

NOTE 10 - SEGMENT REPORTING

The Company’s reporting segments have been determined based on the geographic location of their operations and meanwhile the nature of the products offered to customers. The North America/Auto Parts Segment, represented by the 100% owned subsidiary of IBC Automotive Products, Inc. headquartered in California, USA, focuses on sourcing automotive parts and products from the China and distributing them in North America and other regions. The China/Gear Segment, represented by the 75% owned subsidiary Zhejiang ZhongChai Machinery Co., Ltd. in Hangzhou, China, currently focuses on manufacturing and distribution of gears and gearboxes, for the industrial equipment markets in China.

The accounting policies of the segments are the same as those described in Note 1 Summary of Significant Accounting Policies. Segment operating results evaluate earnings before corporate and unallocated shared expenses, amortization of intangible assets, gain or loss on sale of assets, net interest income, income tax benefits and minority interests. Intersegment and inter-geographic sales, if any, are accounted for on an arm’s length pricing basis. There were no Intersegment sales for the three months ended September 30, 2008 and 2007.

	Three months ended September 30,
Segment revenues	2008		2007
North America/Auto Parts	$	339,563	$	226,843

China/ Gear	$	847,007	$	505,764

Corporate and Elimination	$	-	$	-
Consolidated	$	1,186,570	$	732,607

	Three months ended September 30,
Segment operating earnings (loss)	2008			2007
North America/Auto Parts	$	70, 359			($21,816	)

China/ Gear	$	86,898		$	69,569

Corporate and Elimination		($291,462	)		($165,346	)
Consolidated		($134,205	)		($117,593	)

EQUICAP, INC.

Notes to Consolidated Financial Statements

September 30, 2008 and 2007

(Unaudited)

NOTE 10 - SEGMENT REPORTING (continued)

	Three months ended September 30,
Depreciation expense	2008		2007
North America/Auto Parts	$	-	$	-

China/ Gear	$	41,899	$	18,824

Corporate and Elimination	$	17	$	-
Consolidated	$	41,916	$	18,824

	As of
Segment identifiable assets	September 30, 2008		June 30, 2008
North America/Auto Parts	$	537,959	$	451,240

China/ Gear	$	10,309,476	$	10,257,675
Total Segment identifiable assets	$	10,847,435	$	10,708,915

Goodwill	$	3,402,610	$	3,393,307

Corporate and Elimination	$	414,430	$	688,595
Consolidated	$	14,664,475	$	14,790,817

NOTE 11 - STOCK AUTHORIZATION AND ISSUANCE

On March 9, 2007, the Company completed the sale of an aggregate of 8,450,704 shares of its common stock to a limited number of institutional investors in a private placement transaction pursuant to offering exemptions under the Securities Act of 1933. The shares, which represent approximately 30% of the outstanding common stock on an after-issued basis, were sold at a price of $1.42 per share, for net proceeds of approximately $10 million. The net proceeds from this transaction will be used for general working capital purposes.

The Company has a registration payment arrangement with regard to the common stock issued in the private offering. The Company was required to file a registration statement within 45 days of closing and cause the registration statement to become effective on or prior to 150 days after the closing date. The registration statement was filed within the 45 day limit thus fulfilling part of this obligation. In addition, the Company is required to use reasonable commercial efforts to maintain the registration statement’s effectiveness and file additional registration statements in the future, to continue to provide to the stockholders the opportunity to sell the shares of restricted stock that they hold until the registered securities can be sold pursuant to Rule 144.

In the event the Company does not satisfy the registration obligations of the registration rights agreement, (“Registration Default”), which are subject to Rule 144 limitations, the Company shall pay the investors an amount in cash equal to 1% of the aggregate investment amount for each 30-day period of a Registration Default. The maximum penalty that the Company may incur under this registration payment arrangement is 10% of the aggregate investment amount, or $1,200,000. Any payments made are to be prorated for any portion of a 30-day period of a Registration Default.

EQUICAP, INC.

Notes to Consolidated Financial Statements

September 30, 2008 and 2007

(Unaudited)

NOTE 11 - STOCK AUTHORIZATION AND ISSUANCE (continued)

Although the Company has the obligation to register shares of common stock for other persons under the above described registration rights agreement, the Company is not obligated to pay liquidated damages in the event that their shares are not registered or the registration statement is not available for their sale.

NOTE 12 - STOCK-BASED COMPENSATION

As of September 30, 2008, there are outstanding 366,550 options to employees (“Employee Options”) and 422,535 warrants (“Agent Warrants”) to the private placement agent. Both the Employee Options and Agent Warrants vest over three years and have a life of five years. For the three months ended September 30, 2008, the Company recorded approximately $27,197 of stock-based compensation based on the fair value method of SFAS. N0. 123R using the following assumptions: Volatility of 34.94%, risk free interest rate of 4.63%, dividend yield of 0%, and expected life of 5 years. No estimate of forfeitures was made as the Company has a short history of granting options.

The fair value of the options and warrants was determined based on the number of shares granted and the quoted price of the Company’s common stock on the date of grant. The fair value of stock-based compensation was determined using the Black-Scholes model.

NOTE 13 - COMITTMENTS AND CONTINGENCIES

In connection with the Offering, for the benefit of the investors, eight of the former shareholders of Usunco, some of whom are the officers and directors of Equicap, have agreed to place into escrow an aggregate of 10,140,846 shares of common stock issued in the Share Exchange. The placing of shares by the former shareholders of Usunco into escrow was tantamount to a reverse stock split followed by the grant of a restricted stock award. If the consolidated financial statements of Equicap for the fiscal year ending June 30, 2007, prepared in accordance with United States generally accepted accounting principles, consistently applied, reflect either (i) less than $2,320,000 of after-tax net income or (ii) earnings before income tax provision and before minority interest of less than $3,200,000, then 3,042,254 shares of common stock in escrow will be distributed to the investors on a pro rata basis for no additional consideration. The Company did not satisfy the condition and these shares have been distributed. According to the Registration Rights Agreement, the Company filed a registration statement for such 3,042,254 shares distributed to the investors, and the registration statement was declared effective on December 21, 2007.

If either (i) the earnings per share reported in the Annual Report on Form 10-KSB of Equicap for the fiscal year ending June 30, 2008 is less than $0.343 on a fully diluted basis (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions), (ii) the earnings per share before income tax provision and before minority interest in the Annual Report on Form 10-KSB of the company for the fiscal year ending June 30, 2008, is less than $0.446 on a fully diluted basis (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions), (iii) the after tax net income reported in the Annual Report on Form 10-KSB of the company for the fiscal year ending June 30, 2008, is less than $10,000,000, or (iv) the earnings before income tax provision and before minority interest reported in the Annual Report on Form 10-KSB of the company for the fiscal year ending June 30, 2008, is less than $13,020,000, then 7,098,592 shares of common stock in escrow will be distributed to the investors on a pro rata basis for no additional consideration. Any shares not distributed to the investors will be released to the persons who placed them in escrow. Any make good shares issued to the investors will be subject to the registration rights under the Registration Rights Agreement and the Rule 144 limitations on that obligation.

EQUICAP, INC.

Notes to Consolidated Financial Statements

September 30, 2008 and 2007

(Unaudited)

NOTE 13 - COMMITMENTS AND CONTINGENCIES (continued)

According to SAB 79, Accounting for Expenses or Liabilities by Principal Stockholder(s), if the performance criteria are not met these shares will be released to the investors and treated as an expense for the amount of the market value of the shares as of the date of release. Per SFAS No. 123R, Accounting for Stock-Based Compensation, if the performance criteria are met, the shares will be released back to the former shareholders of Usunco and treated as an expense for the amount of the market value of the shares as of the date of release. Based upon the market price of $1.00 per share of common stock as of June 30, 2007, the total expense recognized for the fiscal year of 2007 was $3,954,930. Based upon the market price of $0.20 per share of common stock as of June 30, 2008, the total expense recognized for the fiscal year of 2008 is $1,419,719. Such expense is treated as an unusual item since it is deemed to be unusual in nature but may not be infrequent in occurrence. This recognition of expense will not occur if the shares are forfeited or cancelled and are not released to either the investors or the former shareholders of Usunco.

NOTE 14 - SUBSEQUENT EVENTS

On November 6, 2008, a group of the investors filed a law suit in federal court in New York against the Company, Usunco Automotive Ltd., Mr. Peter Wang and vFinance Investment, Inc. based on alleged violations of the Securities Exchange Act of 1934 and Rule 10b-5, fraud, fraudulent inducement, professional malpractice and negligent misrepresentation arising out of the private placement closed on March 7, 2007. The action seeks a return of the investment funds of the plaintiffs, payment of interest, restitution and disgorgement of profits and other ill gotten gains, damages for lost opportunity and other consequential damages, without specification of dollar amounts. The plaintiffs have requested that the Company and the other named defendants waive service of the complaint. The Company has engaged counsel and is evaluating the allegations in the complaint. The Company and Mr. Wang deny any wrongdoing and plan to defend the action.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations or Plan of Operations.

Equicap, Inc. (“Equicap”) does business through its subsidiary, Usunco Automotive Limited (“Usunco”) which in turn operates through IBC Automotive Products, Inc. (“IBC”), its wholly-owned subsidiary established under the laws of the State of California (the “North America/Auto Parts Segment”), and through Zhejiang ZhongChai Machinery Co., Ltd. (the “ZhongChai JV”), a 75%-owned joint venture established under the laws of the People’s Republic of China (the “PRC” or “China”) and Zhejiang Shengte Transmission Co., Ltd.(“Shengte”) a company established under the laws of the PRC and wholly owned by ZhongChai JV (the “China/Gear Segment”). Through its operating subsidiaries, the company is engaged in the distribution of automotive parts primarily in North America, and manufacturing and sale of gears and gearboxes in China.

Company Background

Equicap was a public “shell” company with nominal assets until March 9, 2007, when it conducted a share exchange with the equity owners of Usunco (“Share Exchange”) and sold common stock in a private placement to eleven accredited and institutional investors for gross proceeds of $12,000,000. Prior to the Share Exchange, its sole business had been to identify, evaluate and investigate various companies with the intent that, if such investigation warranted, a reverse merger transaction be negotiated and completed pursuant to which Equicap would acquire a target company with an operating business with the intent of continuing the acquired company’s business as a publicly held entity.

Share Exchange

Equicap and Usunco entered a Share Exchange Agreement on March 7, 2007 which was consummated on March 9, 2007. Under the terms of the Exchange Agreement, Equicap acquired all the outstanding equity securities of Usunco in exchange for 18,323,944 shares of common stock of Equicap, and thereby Equicap acquired Usunco as a wholly-owned subsidiary.

Upon execution of the Exchange Agreement, Mr. Peter Wang was appointed a director and the president of Equicap. Mr. Thomas W. Colligan, the sole officer and director of Equicap before the Share Exchange, submitted his resignation letter resigning from all executive offices, effective on March 9, 2007, and with respect to his position as a director, effective on March 29, 2007. On March 29, 2007, additional persons were appointed to the board of directors and as management persons.

In connection with the Share Exchange, Equicap engaged Fountainhead Capital Partners Limited, to act as a financial advisor. At the closing of the Share Exchange, Fountainhead was paid an advisory fee of $450,000 by Equicap.

In connection with the Share Exchange, vFinance Investments, Inc., for advice in connection with the transaction, was issued 161,633 shares of common stock as compensation. The shares were issued as restricted stock. These shares have registration rights subject to Rule 144 limitations.

Since the former shareholders of Usunco at the time of the reverse merger owned approximately 65% of the shares of common stock of Equicap, the former shareholders of Usunco had control over Equicap immediately after the Share Exchange. As a result, Usunco was deemed to have been the acquiring company in the Share Exchange for accounting purposes, and the Share Exchange transaction was treated as a reverse acquisition with Usunco as the acquirer and Equicap as the acquired party. Equicap changed its fiscal year to end June 30.

Conversion of Convertible Note of Equicap

Equicap and Fountainhead Capital Partners Limited entered into a convertible note on December 31, 2006, the principal of which was for working capital and discharge of accrued payables of Equicap. As part of the Share Exchange, Fountainhead agreed to convert the outstanding principal and accrued interest of approximately $100,000 into 702,132 shares of common stock, contingent on the closing of the Share Exchange. Upon the conversion, the note was cancelled. The shares were issued as restricted stock. Equicap has agreed to register the shares issued in the conversion.

Private Placement Offering

As a condition to the Share Exchange, Equicap and Usunco conducted a private placement offering of its common stock to accredited, institutional investors in which Equicap raised gross proceeds of $12 million (“Offering”) from 11 investors under an exemption from registration under Section 4(2) of the Securities Act. After commissions and expenses related to the Offering and the $450,000 advisory fee payable to Fountainhead, Equicap received net proceeds of approximately $10,000,000 in the Offering. The investors were issued an aggregate of 8,450,704 shares of common stock, representing approximately 30% of the issued and outstanding common stock of Equicap. The price per share of common stock was $1.42.

vFinance Investment, Inc. was the exclusive placement agent for the Offering. For their services as placement agent, Equicap paid vFinance a fee equal to approximately $983,000. Equicap also reimbursed vFinance its expenses of approximately $120,000. In addition, Equicap issued to vFinance a five-year warrant to purchase an aggregate of 422,535 shares of common stock at an exercise price of $2.13 per share (“Agent Warrant”). The warrant vests over a three-year period and terminates March 6, 2012.

In connection with the Offering, Equicap granted registration rights to the investors and the holders of the Agent Warrant, and provided for registration rights for certain former principal shareholders of Equicap through piggy-back rights for their respective shares of common stock. Equicap entered into one registration rights agreement with the aforementioned persons. Equicap agreed to register the sale of the 8,450,704 shares of common stock issued to investors in the Offering, the 161,633 shares of common stock issued to vFinance, the 422,535 shares of common stock underlying the Agent Warrant and the 1,161,632 shares held by the former principal shareholders of Equicap. In addition, if certain make good shares are distributed to the investors, Equicap will be obligated to register these shares in addition. If any of the above shares are not eligible for registration because of the rules and regulations of the Securities and Exchange Commission, when they are eligible for registration, Equicap will be obligated to take such action to have them registered for sale by the holder by filing successive registration statements. The initial registration statement for sale of the common shares was filed within the time limit of the registration rights agreement. Equicap had to have the registration statement effective within 150 days of the closing date of the Offering. If these actions are not achieved by those dates then Equicap must pay each of, and only, the investors 1% of the share purchase price paid by such investor for each month thereafter that the investors cannot publicly sell the shares of common stock covered by that registration statement. The same penalties for the failure to file or have declared effective a registration statement within the stated time periods and maintain its effectiveness also apply to the subsequent required registration statements. The maximum penalties under the liquidated damages provision payable to the investors is 10% of the share purchase price paid by the investors in the Offering. The above timing and number of shares are subject to various conditions, and the registration statements are subject to the rules and regulations of the SEC and the staff interpretations thereof. The registration statements required for the investors and vFinance under the registration rights agreement must be kept effective until all the shares of these parties are sold or may be sold without limitation under Rule 144. Equicap did not meet the effectiveness deadline for the initial registration statement and paid $32,000 to the investors under the liquidated damages provision.

The former principal shareholders of Equicap who have piggy-back rights also have a demand registration right after all the shares of the investors and vFinance have either been sold or may be sold without limitation under Rule 144. The company is obliged to keep this registration statement effective until all the shares have been sold or are eligible for sale under Rule 144.

Equicap completed the capitalization of its PRC joint venture shortly after the above described private placement. Pursuant to PRC law, foreign joint ventures have to be capitalized pursuant to the terms of their approval. Equicap, through Usunco contributed $8,000,000 and its joint venture partner contributed $2,600,000, all of which will be used as working capital and other corporate purposes. Future capital contributions between the parties are to be on a 75% - 25% basis, with Usunco being the majority party.

Results of Operations

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

Revenue

Revenue increased by $453,963 or 62% to $1,186,570 for the three months ended September 30, 2008 compared with $732,607 for the three months ended September 30, 2007. Revenue for the three months ended September 30, 2008, consists of sales of automotive parts in North America and sales of gears and gearboxes in China, for $339,563 and $847,007, respectively. Sales revenue for the three months ended September 30, 2007 were generated from distribution of starters and alternators in North America and sales of diesel engines and gears in China, for $226,843 and $505,764, respectively.

Cost of Sales and Gross Margin

Cost of sales was $852,087 for the three months ended September 30, 2008, increasing by $263,649 or 45%, from $588,438 for the three months ended September 30, 2007. The gross margin was approximately 28% for the three months ended September 30, 2008, compared to approximately 20% for the three months ended September 30, 2007. For the North America/Auto Parts segment, improvement in gross margin was mainly attributed to the Company’s strategy to focus on larger, high margin customers, to add some new products with higher profitability, and to drop some low margin business. For the China/Gears segment, improvement in gross margin was mainly attributed to the Company’s achievement of a larger economy of scale, and the ability to pass the effects of rising material prices onto down stream customers.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses consisted primarily of labor costs and overhead costs for sales, marketing, finance, legal, human resources and general management. Such costs also include the expenses recognized for stock-based compensation pursuant to FAS 123(R).

SG&A expenses increased by $206,926 to $468,688 in the three months ended September 30, 2008, from $261,762 in three months ended September 30, 2007. SG&A increased comparatively for the current period over the same period in the prior fiscal year as a results of the increased costs related to being a public company, including professional services related to auditing, legal and other services, costs associated with additional recruitments and operating expenses for expanded business size in China, and non-cash expenses amounting to $27,197 recognized for stock based compensation related to stock options and warrants granted in the period pursuant to SFAS 123(R).

Net Loss

Net loss reached $130,538 in three months ended September 30, 2008, compared with net loss of $137,741 in the three months ended September 30, 2007. The net loss was mainly attributed to the increase in general and administrative expenses, comprised of costs related to being a public company including professional services related to auditing, legal and other services, operating expenses in China, and non-cash expenses recognized for stock based compensation related to stock options and warrants granted in the period pursuant to SFAS 123(R), partially offset by the net interest income amounting to $2,713, and net other income of $31,439 mainly resulting from local government’s subsidies and VAT refund to ZhongChai JV and its wholly owned subsidiary, Shengte, to incentize their equipment purchase and technology innovation that comply with government’s industry policies.

Liquidity and Capital Resources

As of September 30, 2008, Equicap had current assets equal to $8,450,545 which primarily were comprised of cash and cash equivalents of $816,793, inventory of $1,397,338 and net trade receivables and other receivables of $900,891 and advance payments of $5,068,769. The advance payments represented a deposit that the ZhongChai JV placed to secure the exclusive right to acquire 100% interest of a project, and the ZhongChai JV is entitled to refund of the full deposit amount in case the project is not completed or Zhongchai JV decides not to pursue the transaction within the twelve-month period ending October 17, 2008. Equicap’s current liabilities as of September 30, 2008 were $1,321,960, which primarily were comprised of trade accounts payable, accrued expenses, taxes payable and other payables. At September 30, 2008, Equicap had working capital of $7,128,585. Equicap believes that it has sufficient operating capital for its current operations.

Equicap has funded its operations from income generated by its IBC subsidiary and by its PRC subsidiaries. The principal equity funding for the company was a private placement in March 2007, in which Equicap sold 8,450,704 shares at an aggregate offering price of $12,000,000. After related expenses, Equicap had net proceeds of approximately $10,000,000. The net proceeds of the private placement are being used by Equicap and its various subsidiaries principally for manufacturing, market expansion, product development, product acquisition and working capital and general corporate purposes.

Equicap used $8,000,000 of the proceeds from the March 2007 offering to fund the capital of ZhongChai JV. These funds are available as working capital of the joint venture. The joint venture partner contributed $2,600,000 of working capital simultaneously with the contribution by Equicap.

During the first quarter of fiscal year 2008, Equicap used approximately $3,700,000 of its cash assets to acquire Shengte as a wholly-owned subsidiary of ZhongChai JV. The cash assets used for this acquisition were those forming a part of the working capital contributed to ZhongChai JV. Shengte is a manufacturer and distributor of gears mainly used in engines and gearboxes, and gearboxes (transmissions) which are primarily used in industrial equipment such as forklift trucks. We expect that future cash flows generated from the operation of gear and gearbox business will be sufficient to cover the Company’s China/Gear Segment’s working capital requirements.

Also during the first quarter of fiscal year 2008, Equicap did not have the registration statement declared effective within the time period specified in the registration rights agreement for the March 2007 offering. As a result Equicap was obligated to pay the liquidated damage amount provided in the agreement to the investors which was an aggregate of $32,000.

As Equicap expands its operations and considers additional acquisitions of private companies, divisions or product lines, it may require additional capital for its business development and operations. Equicap does not have any specific sources of capital at this time, however, it believes that it will be able to find additional funding for its capitalization needs. Such capital may be in the form of either debt or equity or a combination. To the extent that financing is in the form of debt, it is anticipated that the terms will include various restrictive covenants, affirmative covenants and credit enhancements such as guarantees or security interests. The terms of any proposed financing may not be acceptable to Equicap. There is no assurance that funding will be identified or accepted by Equicap or, that if offered, it will be concluded.

From time to time since the Share Exchange, some of the private placement investors have sought to end their investment in the company. There have been discussions with the investors about proposals in which the company might buy back the investors’ shares of common stock. The company and those investors have not concluded any definitive arrangements or any written agreements about any aspect of the foregoing discussions or considerations. Any transaction would have to be reviewed by the company and the investors’ legal counsels, would depend on the board’s decision on the use of the company assets for such a transaction, and would be subject to proper notice, documentation, shareholder approval in certain circumstances and compliance with securities and other law, depending on the nature of the transaction.

On November 6, 2008, nine of the investors in the private placement conducted by the company in March - April 2007 filed a law suit in federal court in New York against the company, Usunco Automotive Ltd., Mr. Wang and vFinance Investment, Inc. based on alleged violations of the Securities Exchange Act of 1934 and Rule 10b-5, fraud, fraudulent inducement, professional malpractice and negligent misrepresentation arising out of the private placement in March - April 2007. The action seeks a return of the investment funds of the plaintiffs, payment of interest, restitution and disgorgement of profits and other ill gotten gains, damages for lost opportunity and other consequential damages, without specification of dollar amounts. The plaintiff investors are some of the entities with which the company had discussions about structuring a repurchase of shares. The plaintiffs have requested that the company and the other named defendants waive service of the complaint. The company has engaged counsel and is evaluating the allegations in the complaint. The company and Mr. Wang deny any wrongdoing and plan to defend the action.

Off-Balance Sheet Arrangements

The company does not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Critical Accounting Policies and Estimates

Principles of Consolidation

The consolidated financial statements include the accounts of the parent company and the subsidiaries. Inter-company accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

In accordance with Statement of Financial Accounting Standards No. 95, “Statement of Cash Flows,” the Company considers all highly liquid instruments with original maturities of three months or less to be cash and cash equivalents.

Accounts Receivable and Bad Debt Reserves

Trade accounts receivable are stated at the amount management expects to collect from balances outstanding at the end of the period. Based on its assessment of the credit history with customers having outstanding balances and current relationships with them, management makes conclusions whether any realization of losses on balances outstanding at the end of the period will be deemed uncollectible based on the age of the receivables. For the North America/Auto Parts segment, the Company reserves 5% of accounts receivable balances that have been outstanding for greater than 90 days. For the China/Gear segment, the Company reserves 0.5% of accounts receivable balances that have been outstanding below three months, 5% of accounts receivable balances that have been outstanding between three months and six months, 20% of receivable balances that have been outstanding within one year, 50% of receivable balances that have been outstanding for between one year and two years, and 100% of receivable balances that have been outstanding more than two years.

Inventory

Inventories are stated at the lower of cost or net realizable value. Cost is calculated on the weighted-average basis and includes all costs to acquire and other costs incurred in bringing the inventories to their present location and condition. The Company evaluates the net realizable value of its inventories on a regular basis and record a provision for loss to reduce the computed weighted-average cost if it exceeds the net realizable value.

Property and Equipment

Property and equipment is recorded at cost. Depreciation is provided on the straight-line method over the estimated useful lives of the assets. Repairs and maintenance expenditures, which do not extend the useful lives of the related assets, are expensed as incurred.

Under SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets", the Company's long-lived assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company also assesses these assets for impairment based on their estimated future cash flows. The Company has not incurred any losses in connection with the adoption of this statement.

Goodwill and Other Intangible Assets

Revenue Recognition

Revenue consists of sales of automotive parts, gears and gearboxes. In accordance with the provisions of Staff Accounting Bulletin No. 103, revenue is recognized when merchandise is shipped, title and risk of loss pass to the customer and collectibility is reasonably assured. Revenue is recorded as the sales price of goods and services, net of rebates and discounts and is reported on a gross basis. The gross basis is used mainly due to the fact that the Company acts as principal in each transaction and is responsible for fulfillment and acceptability of the products purchased, the Company takes title to its products before the products are ordered by its customers, the Company has risk of inventory loss as title of the products is transferred to the Company, the Company is responsible for collection of sales and delivery of products, and the Company does not act as an agent or broker and is not compensated on a commission or fee basis.

Sales Return and Warranties

Generally the company does not accept the return of products once sold to customers. The company generally provides a one-year limited warranty covering manufacturing defects and/or product functional failures. After evaluation and confirmation of customer complaints, the company either replaces the defective products or accepts returns by crediting the customer's account. Such replacements or returns as well as handling costs therefrom are passed through to the suppliers.

Advertising Costs

The Company expenses the cost of advertising as incurred. Advertising costs for the quarters ended September 30, 2008 and 2007 were insignificant.

Comprehensive Income (Loss)

The Company adopted SFAS No. 130, Reporting Comprehensive Income, which establishes rules for the reporting of comprehensive income and its components. In addition to net loss, comprehensive income (loss) includes all changes in equity during a period, except those resulting from investments by and distributions to owners. Items of comprehensive income include foreign currency translation adjustment.

Foreign Currency Translation

A significant portion of the Company's operations are conducted in China and the financial statements are translated from Chinese RMB, the functional currency, into U.S. Dollars in accordance with SFAS No. 52, "Foreign Currency Translation." Accordingly, all foreign currency assets and liabilities are translated at the period-end exchange rate and all revenues and expenses are translated at the average exchange rate for the period. The effects of translating the financial statements of foreign subsidiaries into U.S. Dollars are reported as a cumulative translation adjustment, a separate component of comprehensive income in stockholder's equity.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This standard permits entities to measure many financial instruments and certain other items at fair value. The purpose is to improve financial reporting by providing entities with the opportunity to mitigate volatility. SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value. The objective of SFAS No.159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies and choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for the Company on January 1, 2008. It is expected that the adoption of SFAS No. 159 will not have a material impact on the Company’s financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB Statement No. 51.” SFAS No. 160 amends Accounting Research Bulletin (ARB) No. 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as a minority interest, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, SFAS No. 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and the noncontrolling interest. SFAS No. 160 is effective for the Company on January 1, 2009, and is not expected to have a significant impact on the Company’s financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations (Revised))”, (SFAS No. 141(R)), to replace SFAS No. 141, “Business Combinations. SFAS No. 141(R) requires the use of the acquisition method of accounting, defines the acquirer, establishes the acquisition date and broadens the scope to all transactions and other events in which one entity obtains control over one or more other businesses. This statement is effective for business combinations or transactions entered into for fiscal years beginning on or after December 15, 2008. The Company is evaluating the impact of SFAS No. 141 (R).

Fair Value of Financial Instruments

The Company considers the carrying amounts reported in the consolidated balance sheet for current assets and current liabilities qualifying as financial instruments and approximating fair value.

Income Taxes

Deferred income taxes are computed using the asset and liability method, such that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between financial reporting amounts and the tax basis of existing assets and liabilities based on currently enacted tax laws and tax rates in effect in the United States of America for the periods in which the differences are expected to reverse. Income tax expense is the tax payable for the period plus the change during the period in deferred income taxes. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. No differences were noted between the book and tax bases of the Company’s assets and liabilities, respectively. Therefore, there are no deferred tax assets or liabilities for the quarter ended September 30, 2008. For the China/Gear segment, the Zhongchai JV is located in the PRC, and is therefore subject to central government and provincial and local income taxes within the PRC at the applicable tax rate on the taxable income as reported in the PRC statutory financial statements in accordance with relevant income tax laws. The standard corporate income tax rate is 25% from January 1, 2008, when China’s new tax law became effective, decreased from 33%.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The information is not required for smaller reporting companies.

Item 4T.

Controls and Procedures.

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1.

Legal Proceedings.

On November 6, 2008, nine of the investors in the private placement conducted by the company in March - April 2007 filed a law suit in federal court in New York against the company, Usunco Automotive Ltd., Mr. Wang and vFinance Investment, Inc.. The case name is The Pinnacle Fund, L.P., Pinnacle China Fund. L.P., Atlas Capital Master Fund, L.P., Atlas Capital (Q.P.), L.P., Westpark Capital, L.P., Sandor Capital Master Fund L.P., Vision Opportunity Master Fund, Ltd., Heller Family Foundation, Jayhawk Private Equity Co-Invest Fund, L.P., and Jayhawk Private Equity Fund, L.P., Plaintiffs v. Equicap Inc., Usunco Automotive Ltd., vFinance Investment, Inc., and Peter Wang, Defendants, United States District Court, Southern District of New York, 08CIV 9008. The allegations asserted are based on alleged violations of the Securities Exchange Act of 1934 and Rule 10b-5, fraud, fraudulent inducement, professional malpractice and negligent misrepresentation arising out of the private placement in March - April 2007. The action seeks a return of the investment funds of the plaintiffs, payment of interest, restitution and disgorgement of profits and other ill gotten gains, damages for lost opportunity and other consequential damages. The plaintiffs have requested that the company and the other named defendants waive service of the complaint. The company has engaged counsel and is evaluating the allegations in the complaint. The company and Mr. Wang deny any wrongdoing and plan to defend the action.

Item 1A.

Risk Factors.

Not applicable to smaller reporting companies.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Submission of Matters to a Vote of Security Holders.

None.

Item 5.

Other Information.

None.

Item 6.

Exhibits.

Exhibit

Description

31.1	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

31.2	Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

32.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 10, 2008	EQUICAP, INC.


	By: /s/ Jason Lu Name: Jason Lu Title: Chief Executive Officer


	By: /s/ David Ming He Name: David Ming He Title: Chief Financial Officer