SECURITIES AND EXCHANGE COMMISSION

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 ~~June 20~~September 23, 2003 (Date of Earliest Event Reported)

EQUIFIN, INC.

(Exact name of registrant as specified in its charter)

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

Item 5. Other Events.

On ~~June 20, 2003,~~September ~~EquiFin~~23, ~~Inc. (the “Company’) signed a definitive merger agreement (the “Merger Agreement”) with Celtic Capital Corporation (“Celtic”) and its principal stockholders~~2003, ~~pursuant to which~~ the Company ~~agreed to~~consummated ~~acquire Celtic by merging it with and into~~ a ~~wholly-owned~~private ~~subsidiary~~placement of ~~the Company~~ (~~such subsidiary, the “Surviving Corporation”~~a)~~. Pursuant~~ ~~to the terms of such merger (the “Merger”),~~an inaggregate ~~exchange for all~~ of ~~the outstanding shares of Celtic’s common stock, the Company will initially issue~~ $1,~~450~~100,000 ~~shares~~principal ofamount ~~its common stock and will pay $450,000 in cash. The Company will also issue shares~~ of a11% ~~new~~convertible ~~series~~subordinated ~~of preferred stock, having an aggregate stated~~notes ~~value~~due ofAugust ~~$750~~31,~~000~~ 2008 (the “~~Preferred Stock~~Notes”), and ~~providing~~(b) ~~for the payment of a 6% per annum cumulative dividend. The Preferred Stock is convertible into~~ an aggregate of ~~up to~~ 2,~~500~~5558,~~000~~138 ~~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~~purchase ~~which~~warrants ~~it can be converted at~~ (the ~~time~~ ~~of the applicable record date~~ “Warrants”), for ~~the~~an ~~vote. The~~aggregate ~~convertibility~~gross ofpurchase ~~the~~price ~~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~~$1,127,500. The ~~Preferred~~Notes ~~Stock~~and ~~is redeemable,~~Warrants atwere ~~the~~sold ~~option~~in ~~of the Company~~Units, ~~under certain conditions, by the~~ ~~Company’s~~each ~~issuance~~consisting of ~~the~~$100,000 ~~maximum~~principal ~~number~~amount of ~~its~~Notes ~~shares~~and of232,558 ~~common~~Warrants ~~stock into~~and ~~which~~having ~~the~~a ~~Preferred~~purchase ~~Stock~~price ~~could be converted if all~~ of ~~the earnings threshold levels were achieved. If stockholder approval is not obtained by a specified date~~$100,000, ~~then~~to ~~the Preferred Stock will be automatically converted into~~ a ~~series~~total of ~~alternative~~10 ~~preferred stock~~“accredited investors” (~~“Alternative~~as ~~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~~term atis adefined ~~rate of 12% per annum instead of 8% per~~in ~~annum, and~~ the ~~liquidation~~Rules ~~preference,~~promulgated ~~which~~under ~~will be twice~~ the ~~stated~~Securities ~~value thereof~~Act ~~plus~~of ~~accrued~~1933, ~~but~~as ~~unpaid~~amended ~~dividends. If and when~~ (the ~~requisite stockholder approval is attained, such shares~~ ~~will automatically convert back to Preferred Stock~~“Act”)).

~~Additional~~Each ~~Merger~~Note ~~consideration~~provides ~~will~~for ~~consist~~the payment of: athe ~~cash~~entire ~~earnout~~amount ~~equal to 14.25%~~ of ~~“pre-tax~~ ~~earnings”~~the ~~(as~~principal ~~defined~~thereof in on the ~~Merger~~maturity ~~Agreement) in excess of $200~~date,~~000 for~~ ~~each~~August ~~of 2003~~31, ~~2004~~2008, ~~2005, 2006~~ and ~~2007~~for ~~(which will be payable by April 30 of~~ the ~~next~~accrual ~~year), subject to a cap~~ of ~~$142,500~~interest ~~for~~thereon ~~each such~~at ~~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 aggregate, to be issued at the~~ rate of ~~35,000~~11% ~~shares~~per ~~for each $10~~annum,~~000~~ by which ~~pre-tax~~ ~~earnings~~is ~~(as~~payable ~~defined~~semi-annually in ~~the Merger Agreement) exceeds $250,000~~cash. IfThe ~~stockholder~~Notes ~~approval~~are isinitially ~~not~~convertible ~~obtained by a~~into ~~specified date, then in lieu of issuing~~ shares of ~~common~~Common ~~stock,~~Stock ~~the~~at ~~Company will~~a ~~issue~~price ~~an equivalent number~~ of ~~shares~~$.43 ofper ~~Alternative~~share. Such ~~Preferred~~conversion ~~Stock,~~price ~~until such time, if any, as stockholder approval~~ is ~~obtained,~~subject into ~~which case such~~antidilution ~~Alternative~~adjustments. The ~~Preferred~~Notes ~~Stock~~are ~~will~~redeemable after beSeptember ~~exchanged~~1, ~~for~~2004 ~~the~~at ~~Additional~~a ~~Shares that should have been originally issued~~premium.

~~The~~Each Warrant ~~Company~~entitles ~~will~~the ~~also~~holder ~~redeem~~to ~~approximately~~purchase ~~$900,000 in~~one ~~debt~~share ~~held~~of byCommon Stock at an ~~affiliate~~initial exercise price of ~~Celtic~~$.50 inper ~~exchange~~share ~~for~~and aexpires ~~cash~~on ~~payment~~August ~~of $500~~31,~~000~~ ~~and~~2008. Such aexercise ~~promissory~~price ~~note,~~is inalso ~~the~~subject ~~principal~~to antidilution ~~amount~~adjustments. The ~~of approximately~~Warrants ~~$400,000,~~are ~~that~~redeemable ~~will~~after beSeptember ~~due~~1, ~~and~~2004 ~~payable~~under oncertain ~~March 31, 2004~~circumstances.

~~Upon~~Pursuant to the ~~closing~~Note ofPurchase ~~the~~Agreement ~~Merger,~~between the Company ~~will~~and each investor, in ~~enter~~accordance ~~into~~with awhich ~~stockholders~~such ~~agreement~~investor ~~with~~agreed to purchase notes and warrants, the Company ~~principal~~is ~~stockholders~~obligated ofto: ~~Celtic~~(a) file a registration statement under the Act to ~~and~~register ~~certain~~the shares of ~~the~~Common ~~Company’s~~Stock ~~current~~underlying ~~stockholders~~the ~~that~~Notes ~~will~~and ~~provide~~the Warrants, ~~among~~on or ~~other~~before ~~things,~~the ~~that~~60th ~~the~~day ~~current~~following ~~principal~~the ~~stockholders~~closing of ~~Celtic~~the ~~will~~sale ~~have~~of the Notes ~~right~~and toWarrants; ~~initially~~(b) ~~appoint~~use ~~two~~its ~~nominees~~best efforts to ~~the~~have ~~Company’s~~such ~~six~~registration ~~person~~statement ~~board of~~be ~~directors,~~declared ~~and~~effective atunder ~~such~~the ~~time~~Act as apromptly ~~specified~~as ~~number~~possible ofbut ~~shares~~in ofany ~~Preferred~~event ~~Stock~~prior ~~have~~to ~~been~~the ~~converted~~90th ~~into~~day ~~shares~~following the closing of the ~~Company’s~~sale ~~common~~of ~~stock,~~the ~~will~~Notes ~~have~~and Warrants (which date may be extended to the ~~right~~180th day following such toclosing ~~appoint~~under ~~one-half~~certain ofcircumstances); ~~the~~and ~~Company’s~~(c) ~~Board~~maintain the effectiveness of such ~~Directors. The~~registration ~~current~~statement ~~principal~~through ~~stockholders~~August 31, 2008. Holders of ~~Celtic~~Notes and Warrants, and the Common Stock underlying ~~will~~such ~~have~~securities, are entitled to certain specified remedies, if the ~~right~~Company does not timely comply with its obligations with respect to ~~appoint~~filing a registration statement registering the ~~majority~~Common ofStock underlying the ~~Surviving~~Notes ~~Corporation’s~~and ~~directors~~Warrants and having it declared effective.

~~Upon~~The net ~~the~~proceeds ~~closing~~approximated, ~~of the Merger~~$1,000,000, ~~the Surviving Corporation~~ will ~~enter~~be ~~into~~used ~~employment~~for ~~agreements~~portfolio ~~with~~expansion ~~the current president~~ and ~~chairman of Celtic and one~~ other ~~executive~~working ~~officer~~capital ~~of Celtic, and in connection therewith will issue a total of 450,000 common stock purchase options~~purposes.

~~The~~Item ~~Company will submit for stockholder approval a change of its name to Celtic Capital Group, Inc~~7., Financial ~~within~~Statements aand ~~specified period of time following the effective date of the Merger.~~Exhibits

(a) Financial Statements

None.

(b) Pro forma Financial Information

None.

The following Exhibits are filed as part of this Form 8-K:

3.1 Form of 11% Convertible Subordinated Note due August 31, 2008.

3.2 Form of Common Stock Purchase Warrant Certificate relating to common stock purchase warrants having an initial exercise price of $.50 per share and expiring August 31, 2008.

~~Consummation~~10.1 Note ofPurchase Agreement (the ~~Merger~~“Note isPurchase ~~subject~~Agreement”) towith ~~the satisfaction~~respect ofto a11% ~~number~~Convertible ofSubordinated Notes ~~conditions~~due ~~set~~August ~~forth in the Merger Agreement~~31, ~~including,~~ ~~without~~2008 ~~limitation,~~and ~~the~~Common ~~Company’s~~Stock ~~successfully~~Purchase ~~completing~~Warrants having an ~~equity~~exercise ~~and/or~~price ~~debt~~of ~~financing~~$.50 ~~generating~~per ~~net~~share ~~proceeds~~and ofexpiring atAugust ~~least $3~~31,~~000,000~~ 2008.

~~Celtic is a privately-held asset based finance company located in Santa Monica, California~~10. ~~Celtic currently has an asset-based loan portfolio encompassing approximately 25 loans of between $300,000 and $~~2~~,500,000~~ Exhibit ~~and~~C ato ~~total portfolio~~Note ofPurchase ~~approximately~~Agreement ~~$20,000,000. For~~relating ~~the year~~to ~~ended~~Registration ~~December 31, 2002, Celtic had revenues of $4,600,000; as of such year-end, its assets and liabilities each totaled $23,000,000~~Rights.

~~Item 7. Exhibits~~SIGNATURE

~~10.1~~Pursuant ~~Agreement~~to ~~and~~the ~~Plan~~ requirements of ~~Merger,~~the ~~made~~Securities asExchange Act of ~~June 20~~1934, ~~2003,~~as ~~by and between EquiFin~~amended, ~~Inc.,~~the ~~Celtic~~Registrant ~~Acquisition,~~has ~~Inc.,~~duly caused athis ~~wholly-owned~~report ~~subsidiary~~to ofbe ~~EquiFin,~~signed ~~Inc.,~~on ~~Celtic~~its ~~Capital~~behalf ~~Corporation,~~by athe ~~California~~undersigned ~~corporation,~~hereunto ~~Bron Hafner and Mark Hafner~~duly authorized.

SIGNATURE

DATE: October 3, 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.~~3

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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