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U.S. 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 Quarter Ended September 30, 2000 Commission File No. 0-31091
EQUICAP, INC.
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(Exact name of Registrant as specified in its charter)
CALIFORNIA 33-0652593
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(State or other jurisdiction of (I.R.S. Empl. Ident. No.)
incorporation or organization)
12373 E. Cornell Avenue
Aurora, Colorado 80014
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(Address of Principal Executive Offices) (Zip Code)
(303) 337-3384
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(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 such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
at least the past 90 days.
Yes X No
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The number of shares outstanding of each of the Registrant's classes of common
equity, as of September 30, 2000 are as follows:
Class of Securities Shares Outstanding
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Common Stock, no par value 390,100
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TABLE OF CONTENTS
Page of
Report
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets:
As of September 30, 2000 (Unaudited) and December 31, 1999 .... 3
Statements of Operations (Unaudited):
For the nine months ended September 30, 2000 and 1999.......... 4
For the three months ended September 30, 2000 and 1999......... 5
Statements of Cash Flows (Unaudited):
For the nine months ended September 30, 2000 and 1999.......... 6
Notes to Financial Statements (Unaudited) ..................... 7
Item 2. Management's Discussion and Analysis or Plan of Operation...... 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K .............................. 10
Signatures .................................................... 11
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EQUICAP, INC.
Balance Sheets
ASSETS
Sept. 30, Dec. 31,
2000 1999
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(Unaudited)
Total assets $ -- $ --
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 17,347 $ 15,682
Franchise taxes 2,700 1,600
Due to officer/stockholder 31,340 8,931
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51,387 26,213
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Stockholders' deficit:
Preferred stock; no par value; authorized -
10,000,000 shares; issued - none -- --
Common stock; no par value; authorized -
100,000,000 shares; issued and outstanding -
390,100 and 174,732 shares, respectively 167,685 167,685
Contributed capital 6,680 6,680
Retained earnings (deficit) (225,752) (200,578)
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Total stockholders' deficit (51,387) (26,213)
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$ -- $ --
========= =========
The accompanying notes are an integral part of the financial statements.
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EQUICAP, INC.
Statements of Operations (Unaudited)
Nine Months Ended
September 30,
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2000 1999
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Costs and expenses:
Amortization $ -- $ 1,087
General and administrative, related party 25,174 10,887
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Net loss $ (25,174) $ (11,974)
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Loss per common share $ (.065) $ (.069)
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Weighted average shares outstanding 390,100 174,732
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The accompanying notes are an integral part of the financial statements.
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EQUICAP, INC.
Statements of Operations (Unaudited)
Three Months Ended
September 30,
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2000 1999
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Costs and expenses:
Amortization $ -- $ --
General and administrative, related party 7,389 3,684
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Net loss $ (7,389) $ (3,684)
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Loss per common share $ (.019) $ (.021)
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Weighted average shares outstanding 390,100 174,732
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The accompanying notes are an integral part of the financial statements.
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EQUICAP, INC.
Statements of Cash Flows (Unaudited)
Nine Months Ended
September 30,
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2000 1999
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Cash flows from operating activities:
Net loss $(25,174) $(11,974)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Amortization -- 1,087
Capital contribution -- --
Common stock issued for services -- --
Changes in assets and liabilities:
Increase (decrease) in accounts payable 1,665 2,511
Increase (decrease) in franchise taxes 1,100 600
Increase (decrease) in amounts due
to officer/stockholder 22,409 7,776
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Net cash used in operating activities -- --
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Cash flows from investing activities:
Organization costs -- --
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Net cash used in investing activities -- --
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Cash flows from financing activities:
Proceeds from sale of common stock -- --
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Net cash provided by financing activities -- --
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Net increase (decrease) in cash -- --
Cash at beginning of year -- --
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Cash at end of period $ -- $ --
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Supplemental disclosure of noncash investing
and financing activities:
Common stock issued for services and costs advanced $ -- $ --
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The accompanying notes are an integral part of the financial statements.
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EQUICAP, INC.
Notes to Financial Statements (Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. All adjustments which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the interim periods have been made and are of recurring nature unless otherwise
disclosed herein. The results of operations for such interim periods are not
necessarily indicative of operations for a full year.
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FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements and information
relating to Equicap, Inc. ("Equicap" or "Company") that are based on the beliefs
of its management as well as assumptions made by and information currently
available to its management. When used in this report, the words "anticipate",
"believe", "estimate", "expect", "intend", "plan" and similar expressions, as
they relate to Equicap or its management, are intended to identify
forward-looking statements. These statements reflect management's current view
of Equicap concerning future events and are subject to certain risks,
uncertainties and assumptions, including among many others: a general economic
downturn; a downturn in the securities markets; a general lack of interest for
any reason in going public by means of transactions involving public blank check
companies; federal or state laws or regulations having an adverse effect on
blank check companies, Securities and Exchange Commission regulations which
affect trading in the securities of "penny stocks," and other risks and
uncertainties. Should any of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this report as anticipated, estimated or expected. Readers
should realize that Equicap has only very limited assets, and that for Equicap
to succeed requires that it either originate a successful business (for which it
lacks the funds) or acquire a successful business. Equicap's realization of its
business aims as stated herein will depend in the near future principally on the
successful completion of its acquisition of a business, as discussed below.
Item 2. Management's Discussion and Analysis or Plan of Operation.
BACKGROUND. Equicap was incorporated under the laws of the State of
California on March 1, 1995, under the name of VWR Acquisition Company, Inc.
("VWR"); the name was later changed to Equicap, Inc. Equicap is authorized to
issue 100,000,000 shares of common stock without par value and 10,000,000 shares
of preferred stock without par value. Equicap's business activities prior to
July 1996 were that of an investment banking and consulting firm whose business
plan was to assist its clients by infusing capital into them and utilizing its
experience to assist its client companies in getting their products or services
to market and becoming profitable. Equicap thus anticipated "incubating" client
companies. Equicap has not had operations since July 1996, has no significant
assets and only modest liabilities.
Equicap owns no real estate and has no full time employees. Equicap has not
had any operations since July, 1996 and will not have any operations of its own
unless and until it engages in one or more of the activities described below.
Equicap is a "blank check" company which intends to enter into a business
combination with one or more as yet unidentified privately held businesses.
PLAN of OPERATION
Equicap is a blank check company whose plan of operation over the next
twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination. Equicap will not be
restricted in its search for business combination candidates to any particular
geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business, including
service, finance, mining, manufacturing, real estate, oil and gas, distribution,
transportation, medical, communications, high technology, biotechnology or any
other. Management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. Management of Equicap will seek
combination candidates in the United States and other countries, as available
time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to create value for
Equicap's shareholders. For further information on Equicap's plan of operation
and business, please consult Equicap's FORM 10SB-12G available on the EDGAR
system of the U.S. Securities and Exchange Commission.
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Equicap does not intend to do any product research or development. Equicap
does not expect to buy or sell any real estate, plant or equipment except as
such a purchase might occur by way of a business combination that is structured
as an asset purchase, and no such asset purchase currently is anticipated.
Similarly, Equicap does not expect to add additional employees or any full-time
employees except as a result of completing a business combination, and any such
employees likely will be persons already then employed by the company acquired.
COMPETITION. Equicap will be in direct competition with many entities in
its efforts to locate suitable business opportunities. Included in the
competition will be business development companies, venture capital partnerships
and corporations, small business investment companies, venture capital
affiliates of industrial and financial companies, broker-dealers and investment
bankers, management and management consultant firms and private individual
investors. Most of these entities will possess greater financial resources and
will be able to assume greater risks than those which Equicap, with its limited
capital, could consider. Many of these competing entities will also possess
significantly greater experience and contacts than Equicap's Management.
Moreover, Equicap also will be competing with numerous other blank check
companies for such opportunities.
EMPLOYEES. Equicap has no full-time employees, and its only employees
currently are its officers. It is not expected that Equicap will have additional
full-time or other employees except as a result of completing a combination.
RESULTS OF OPERATIONS
THIRD QUARTER 2000 - During the third fiscal quarter ended September 30,
2000, Equicap incurred a net loss of $7,389. Expenses in the quarter related
primarily to miscellaneous filing fees, accounting costs and other general and
administrative expenses. The Company paid no rent or salaries and had no
operations.
THIRD QUARTER 1999 - During the third fiscal quarter ended September 30,
1999, Equicap incurred a net loss of $3,684. Expenses in the quarter related
primarily to accounting costs and other general and administrative expenses. The
Company paid no rent or salaries and had no operations during the quarter.
LIQUIDITY and CAPITAL RESOURCES
Equicap had $-0- cash on hand at the end of the quarter and had no other
assets to meet ongoing expenses or debts that may accumulate. Since inception,
Equicap has accumulated a deficit (net loss) of $225,752.
Equicap has no commitment for any capital expenditure and foresees none.
However, Equicap will incur routine fees and expenses incident to its reporting
duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition.
Equicap's cash requirements for the next twelve months are relatively modest,
principally accounting expenses and other expenses relating to making filings
required under the Securities Exchange Act of 1934 (the "Exchange Act"), which
should not exceed $5,000 in the fiscal year ending December 31, 2001. Any
travel, lodging or other expenses which may arise related to finding,
investigating and attempting to complete a combination with one or more
potential acquisitions could also amount to thousands of dollars.
Equicap's current management and its counsel have informally agreed to
continue rendering services to Equicap and to not demand payment of sums owed
unless and until Equicap completes an acquisition. The terms of any such payment
will have to be negotiated with the principals of any business acquired. The
existence and amounts of Equicap's debt may make it more difficult to complete,
or prevent completion of, a desirable acquisition. In addition, offices are
provided to Equicap without charge.
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Equicap will only be able to pay its future debts and meet operating
expenses by raising additional funds, acquiring a profitable company or
otherwise generating positive cash flow. As a practical matter, Equicap is
unlikely to generate positive cash flow by any means other than acquiring a
company with such cash flow. Equicap believes that management members or
shareholders will loan funds to Equicap as needed for operations prior to
completion of an acquisition. Management and the shareholders are not obligated
to provide funds to Equicap, however, and it is not certain they will always
want or be financially able to do so. Equicap shareholders and management
members who advance money to Equicap to cover operating expenses will expect to
be reimbursed, either by Equicap or by the company acquired, prior to or at the
time of completing a combination. Equicap has no intention of borrowing money to
reimburse or pay salaries to any Equicap officer, director or shareholder or
their affiliates. There currently are no plans to sell additional securities of
Equicap to raise capital, although sales of securities may be necessary to
obtain needed funds. Equicap's current management and its counsel have agreed to
continue their services to Equicap and to accrue sums owed them for services and
expenses and expect payment reimbursement only.
Should existing management or shareholders refuse to advance needed funds,
however, Equicap would be forced to turn to outside parties to either loan money
to Equicap or buy Equicap securities. There is no assurance whatever that
Equicap will be able at need to raise necessary funds from outside sources. Such
a lack of funds could result in severe consequences to Equicap, including among
others:
(1) failure to make timely filings with the SEC as required by the
Exchange Act, which also probably would result in suspension of
trading or quotation in Equicap's stock and could result in fines and
penalties to Equicap under the Exchange Act;
(2) curtailing or eliminating Equicap's ability to locate and perform
suitable investigations of potential acquisitions; or
(3) inability to complete a desirable acquisition due to lack of funds to
pay legal and accounting fees and acquisition-related expenses.
Equicap hopes to require potential candidate companies to deposit funds
with Equicap that it can use to defray professional fees and travel, lodging and
other due diligence expenses incurred by Equicap's management related to finding
and investigating a candidate company and negotiating and consummating a
business combination. There is no assurance that any potential candidate will
agree to make such a deposit.
YEAR 2000 ISSUES
Equicap has not suffered any Y2K related problems and does not anticipate
that it will suffer any losses as a result of Y2K problems. However, if general
economic problems resulting from Y2K issues were to be severe and prolonged,
demand for blank check companies such as Equicap could be reduced or eliminated
for an unknown period of time. Because Equicap regularly backs up its records
and documents maintained on computer, any computer failure should not directly
cause Equicap more than a modest inconvenience at worst.
Item 6. Exhibits and Reports on Form 8-K.
(a) EXHIBITS. Exhibit 27 - Financial Data Schedule.
(b) REPORTS ON FORM 8-K. None
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report on Form 10-QSB to be signed on its behalf by the undersigned,
thereunto duly authorized.
DATED: October 9, 2000
EQUICAP, INC.
By: /s/ Stephen M. Siedow
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Stephen M. Siedow, Chief
Executive Officer and
Chief Financial Officer
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