SECURITIES AND EXCHANGE COMMISSION ~~Washington, DC 20549~~

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report ~~February 4~~ June 20, 2003 (Date of Earliest Event Reported)

EQUIFIN, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-9547 (Commission File Number)

Delaware		1-9547
(State or other jurisdiction of incorporation)		(Commission File Number)

1011 Highway 71 Spring Lake, New Jersey 07762
(Address of principal executive offices)

Registrant’s telephone number, including area code 732-282-1411

~~1011~~Item ~~Highway~~5. ~~71 Spring~~Other ~~Lake, New Jersey 07762~~ Events.

On June 20, 2003, EquiFin, Inc. (~~Address~~the of“Company’) signed a definitive merger agreement (the “Merger Agreement”) with Celtic Capital Corporation (“Celtic”) and its principal ~~executive~~stockholders, ~~offices~~pursuant to which the Company agreed to acquire Celtic by merging it with and into a wholly-owned subsidiary of the Company (such subsidiary, the “Surviving Corporation”). Pursuant to the terms of such merger (the “Merger”), in exchange for all of the outstanding shares of Celtic’s common stock, the Company will initially issue 1,450,000 shares of its common stock and will pay $450,000 in cash. The Company will also issue shares of a new series of preferred stock, having an aggregate stated value of $750,000 (the “Preferred Stock”), and providing for the payment of a 6% per annum cumulative dividend. The Preferred Stock is convertible into an aggregate of up to 2,500,000 shares of the Company’s common stock at a conversion price of $.30 per share. The Preferred Stock has voting rights equal to the number of shares of common stock into which it can be converted at the time of the applicable record date for the vote. The convertibility of the Preferred Stock is subject to the attainment of certain specified earnings thresholds and obtaining the approval of the Company’s stockholders to the issuance of the shares of common stock upon conversion. The Preferred Stock is redeemable, at the option of the Company, under certain conditions, by the Company’s issuance of the maximum number of its shares of common stock into which the Preferred Stock could be converted if all of the earnings threshold levels were achieved. If stockholder approval is not obtained by a specified date, then the Preferred Stock will be automatically converted into a series of alternative preferred stock (“Alternative Preferred Stock”) having similar rights to the Preferred Stock, other than with respect to convertibility and with respect to dividends, that will be payable on such series at a rate of 12% per annum instead of 8% per annum, and the liquidation preference, which will be twice the stated value thereof plus accrued but unpaid dividends. If and when the requisite stockholder approval is attained, such shares will automatically convert back to Preferred Stock.

~~Registrant'~~ Additional Merger consideration will consist of: a cash earnout equal to 14.25% of “pre-tax earnings” (as defined in the Merger Agreement) in excess of $200,000 for each of 2003, 2004, 2005, 2006 and 2007 (which will be payable by April 30 of the next year), subject to a cap of $142,500 for each such year; and, subject to stockholder approval being obtained, a share earnout payment of up to 350,000 shares of the Company’s common stock, in the ~~telephone~~aggregate, ~~number~~to be issued at the rate of 35,000 ~~including~~shares ~~area~~for ~~code~~each ~~732~~$10,000 by which pre-~~282-1411~~ tax earnings (as defined in the Merger Agreement) exceeds $250,000. If stockholder approval is not obtained by a specified date, then in lieu of issuing shares of common stock, the Company will issue an equivalent number of shares of Alternative Preferred Stock, until such time, if any, as stockholder approval is obtained, in which case such Alternative Preferred Stock will be exchanged for the Additional Shares that should have been originally issued.

The Company will also redeem approximately $900,000 in debt held by an affiliate of Celtic in exchange for a cash payment of ~~Item~~$500,000 ~~4. CHANGE~~and INa ~~REGISTRANT'S~~promissory ~~CERTIFYING~~note, ~~ACCOUNTANT~~in the principal amount of approximately $400,000, that will be due and payable on March 31, 2004.

~~Effective~~Upon asthe closing of ~~February 4,~~the ~~2003~~Merger, ~~EquiFin, Inc.~~the ~~("EquiFin"),~~Company ~~has~~will enter ~~replaced~~into ~~BDO~~a ~~Seidman,~~stockholders ~~LLP~~agreement ~~("BDO~~with ~~Seidman")~~the asprincipal ~~its~~stockholders ~~independent~~of ~~accounting~~Celtic and ~~firm~~certain ~~with~~of the Company’s current stockholders that will provide, among ~~J.H.~~other ~~Cohn~~things, ~~LLP~~that ~~("Cohn").~~the ~~The~~current ~~change~~principal stockholders of ~~EquiFin'~~Celtic will have the right to initially appoint two nominees to the Company’s ~~independent~~six ~~public~~person ~~accountants~~board ~~was~~of directors, ~~approved~~and byat ~~both~~such time as a specified number of shares of Preferred Stock have been converted into shares of the ~~Audit~~Company’s ~~Committee~~common stock, will have the right to appoint one-half of the Company’s Board of Directors. The ~~and~~current ~~the~~principal ~~Board~~stockholders of ~~Directors~~Celtic will have the right to appoint the majority of ~~EquiFin.~~the Surviving Corporation’s directors.

~~In connection~~Upon ~~with~~ the ~~audits~~closing of ~~EquiFin's~~the ~~financial~~Merger, ~~statements for~~ the ~~two~~Surviving Corporation ~~fiscal~~will ~~years~~enter ~~ended~~into ~~December 31,~~employment ~~2001,~~agreements ~~and~~with the ~~subsequent~~current ~~interim period through February 4,~~president ~~2003, EquiFin~~ and ~~BDO~~chairman ~~Seidman~~of ~~did~~Celtic ~~not~~and ~~have~~one ~~any~~other ~~disagreement~~executive onofficer ~~any matter~~ of ~~accounting principles or practices~~Celtic, ~~financial~~and ~~statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of BDO Seidman would have caused it to make reference~~ in connection ~~with~~therewith ~~its~~will ~~report~~issue ona ~~EquiFin's~~total ~~financial~~of ~~statements~~450,000 tocommon ~~the~~stock ~~subject matter of the disagreement~~purchase options.

The ~~reports~~ ofCompany ~~BDO~~will ~~Seidman~~submit ~~on EquiFin's financial statements~~ for ~~the~~stockholder ~~fiscal~~approval ~~years ended December 31, 2001 and 2000 did not contain an adverse opinion or~~ a change ~~disclaimer~~ of ~~opinion, and~~its ~~was~~name ~~not qualified or modified as~~ to ~~uncertainty,~~Celtic ~~audit~~Capital ~~scope~~Group, ~~or accounting principles~~Inc. ~~During that period~~, ~~there were no "reportable events"~~ within ~~the~~a ~~meaning~~specified ofperiod ~~Item 304(a)(1)(iv)~~ of ~~Regulation S-B~~time ~~promulgated~~following ~~under~~ the ~~Securities~~effective ~~Act~~date of ~~1933,~~the ~~as amended~~Merger.

During EquiFin's two fiscal years ended December 31, 2001, and the subsequent interim period through February 4, 2003, EquiFin did not consult Cohn regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on EquiFin's financial statements. 2

~~Attached as~~Consummation ~~Exhibit 16.1~~of tothe ~~this~~Merger ~~Report~~is onsubject ~~Form 8-k~~to isthe satisfaction of a ~~letter~~number ~~addressed~~of toconditions ~~the~~set ~~Securities~~forth ~~and~~in ~~Exchange~~the ~~Commission~~Merger ~~stating~~Agreement, including, ~~that~~without ~~BDO~~limitation, ~~Seidman~~the ~~agrees~~Company’s ~~with~~successfully ~~the~~completing an equity ~~above~~and/or ~~statements.~~debt financing generating net proceeds of at least $3,000,000.

Celtic is a privately-held asset based finance company located in Santa Monica, California. ~~Item~~Celtic 7currently has an asset-based loan portfolio encompassing approximately 25 loans of between $300,000 and $2,500,000 and a total portfolio of approximately $20,000,000. ~~EXHIBITS~~ For the year ended December 31, 2002, Celtic had revenues of $4,600,000; as of such year-end, its assets and liabilities each totaled $23,000,000.

~~16.1~~Item ~~Letter from BDO Seidman regarding its concurrence with the statements in this Form 8-K~~7. Exhibits

10.1 Agreement ~~SIGNATURE~~ and Plan of Merger, made as of June 20, 2003, by and between EquiFin, Inc., Celtic Acquisition, Inc., a wholly-owned subsidiary of EquiFin, Inc., Celtic Capital Corporation, a California corporation, Bron Hafner and Mark Hafner

~~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 hereunto duly authorized.~~ SIGNATURE

DATE: February 6, 2003		EQUIFIN, INC.
		By:	/s/ WALTER M.CRAIG, JR. WALTER M. CRAIG, JR. President and Chief Executive Officer

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 hereunto duly authorized.

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DATE: July 7, 2003	EQUIFIN, INC.

	By:	/s/ WALTER M.CRAIG, JR.
		WALTER M. CRAIG, JR. President and Chief Executive Officer

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