Edgar Filing: DCAP GROUP INC/

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for use of the Commission only as permitted by Rule 14a-6
(e)(2)

DCAP GROUP, INC.
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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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[X] No fee required.

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DCAP GROUP, INC.
1158 Broadway
Hewlett, New York 11557

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 30, 2003

To the Stockholders of DCAP Group, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of DCAP
Group, Inc., a Delaware corporation, will be held on October 30, 2003 at The
Financial Center at Mitchel Field, 90 Merrick Avenue, 9th Floor, East Meadow,
New York 11554, at 10:00 a.m., for the following purposes:

1. To elect four directors for the coming year.

2. To approve a proposal to authorize our Board of Directors to effect a
reverse stock split if determined necessary in its sole discretion.

3. To transact such other business as may properly come before the meeting.

Only stockholders of record at the close of business on September 23, 2003
are entitled to notice of and to vote at the meeting or at any adjournment
thereof.

Morton L. Certilman
Secretary

Hewlett, New York
October 1, 2003

================================================================================

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE AND SIGN THE
ENCLOSED PROXY, WHICH IS SOLICITED BY OUR BOARD OF DIRECTORS, AND RETURN IT IN
THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. ANY STOCKHOLDER MAY REVOKE
HIS PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY
SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE MEETING AND VOTING IN
PERSON.
================================================================================

TABLE OF CONTENTS

Page

Soliciting, Voting and Revocability of Proxy............................. 1
Executive Compensation................................................... 3
Security Ownership of Certain Beneficial Owners and Management........... 4
Certain Relationships and Related Transactions........................... 7
Proposal 1: Election of Directors....................................... 11
Proposal 2: Reverse Stock Split ........................................ 14
Independent Public Accountants........................................... 19
Stockholder Proposals.................................................... 20
Other Business........................................................... 22
Incorporation of Certain Information by Reference........................ 22

DCAP GROUP, INC.
1158 Broadway
Hewlett, New York 11557
____________________________

PROXY STATEMENT
_____________________________

SOLICITING, VOTING AND REVOCABILITY OF PROXY

This proxy statement is being mailed to all stockholders of record at the
close of business on September 23, 2003 in connection with the solicitation by
the Board of Directors of proxies to be voted at the Annual Meeting of
Stockholders to be held on October 30, 2003 at 10:00 a.m., local time, or any
adjournment thereof. The proxy and this proxy statement were mailed to
stockholders on or about October 1, 2003.

All shares represented by proxies duly executed and received will be voted
on the matters presented at the meeting in accordance with the instructions
specified in such proxies. Proxies so received without specified instructions
will be voted as follows:

(1) FOR the nominees named in the proxy to our Board of Directors; and

(2) FOR the approval of a proposal to authorize our Board of Directors to
effect a reverse stock split if determined necessary in its sole discretion.

Our Board does not know of any other matters that may be brought before the
meeting nor does it foresee or have reason to believe that proxy holders will
have to vote for substitute or alternate nominees to the Board. In the event
that any other matter should come before the meeting or any nominee is not
available for election, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies not marked to the contrary with
respect to such matters in accordance with their best judgment.

The total number of common shares outstanding and entitled to vote as of
September 23, 2003 was 12,353,402. The common shares are the only class of
securities entitled to vote on matters presented to our stockholders, each share
being entitled to one vote.

Our Restated Certificate of Incorporation provides for cumulative voting of
shares for the election of directors. This means that each stockholder has the
right to cumulate his votes and give to one or more nominees as many votes as
equals the number of directors to be elected (four) multiplied by the number of
shares he is entitled to vote. A stockholder may therefore cast his votes for
one nominee or distribute them among two or more of the nominees. A majority of
the common shares outstanding and entitled to vote as of September 23, 2003, or
6,176,702 common shares, must be present at the meeting in person or by proxy in
order to constitute a

quorum for the transaction of business. Only stockholders of record as of the
close of business on September 23, 2003 will be entitled to vote. With regard to
the election of directors, votes may be cast in favor or withheld. The directors
shall be elected by a plurality of the votes cast in favor. Accordingly, based
upon there being four nominees, each person who receives one or more votes will
be elected as a director. Votes withheld in connection with the election of one
or more of the nominees for director will not be counted as votes cast for such
individuals and may be voted for the other nominees.

Stockholders may expressly abstain from voting on Proposal 2 by so
indicating on the proxy. Abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. Abstentions are counted as present in the tabulation of votes on
Proposal 2. Broker non-votes are not counted for the purpose of determining
whether Proposal 2 has been approved. Since Proposal 2 requires the approval of
a majority of our outstanding common shares, abstentions and broker non-votes
will have the effect of a negative vote.

Any person giving a proxy in the form accompanying this proxy statement has
the power to revoke it at any time before its exercise. The proxy may be revoked
by filing with us written notice of revocation or a fully executed proxy bearing
a later date. The proxy may also be revoked by affirmatively electing to vote in
person while in attendance at the meeting. However, a stockholder who attends
the meeting need not revoke a proxy given and vote in person unless the
stockholder wishes to do so. Written revocations or amended proxies should be
sent to us at 1158 Broadway, Hewlett, New York 11557, Attention: Corporate
Secretary.

The proxy is being solicited by our Board of Directors. We will bear the
cost of the solicitation of proxies, including the charges and expenses of
brokerage firms and other custodians, nominees and fiduciaries for forwarding
proxy materials to beneficial owners of our shares. Solicitations will be made
primarily by mail, but certain of our directors, officers or employees may
solicit proxies in person or by telephone, telecopier or telegram without
special compensation.

A list of stockholders entitled to vote at the meeting will be available
for examination by any stockholder for any purpose germane to the meeting,
during ordinary business hours, for ten days prior to the meeting, at our
offices, 1158 Broadway, Hewlett, New York 11557, and also during the whole time
of the meeting for inspection by any stockholder who is present. To contact us,
stockholders should call (516) 374-7600.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information concerning the
compensation for the fiscal years ended December 31, 2002, 2001 and 2000 for
Barry Goldstein, our Chief Executive Officer:

Long-Term Compensation
----------------------
Name and Annual Compensation Awards All Other
Principal Position Year Salary Bonus Shares Underlying Options Compensation
------------------ ---- ------ ----- ------------------------- ------------
Barry B. Goldstein 2002 $200,000 $70,000 1,000,000 -
Chief Executive Officer 2001 200,000(1) - 1,000,000 -
2000 - - - -
------------------

(1) Includes amounts earned as a consultant prior to his employment.

Option Tables

Option Grants in Fiscal Year Ended December 31, 2002
----------------------------------------------------

Number of Common Percentage of Total Options
Shares Underlying Granted to Employees in
Name Options Granted Fiscal Year Exercise Price Expiration Date
---- ----------------- ----------- -------------- ---------------
Barry B. Goldstein 1,000,000 83.3% $.30 May 15, 2007

Aggregated Option Exercises in Fiscal Year
Ended December 31, 2002 and Fiscal Year-End Option Values
---------------------------------------------------------

Number of Shares
Number of Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options
Acquired Value December 31, 2002 at December 31, 2002
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- -------- ------------------------- -------------------------
Barry B. Goldstein - N/A 1,400,000/600,000 $146,000/$84,000

Long-Term Incentive Plan Awards

No awards were made to Mr. Goldstein during the fiscal year ended
December 31, 2002 under any long-term incentive plan.

Compensation of Directors

Our directors are not entitled to receive any compensation for their
services as directors. However, we paid Mr. Certilman $50,000 in consideration
of his services in obtaining a

$500,000 settlement in connection with the termination of our Puerto Rico hotel
lease. In addition, effective January 1, 2003, Mr. Certilman is entitled to
receive a fee of $50,000 per annum from us for consulting services. Further,
effective May 17, 2002, we granted to each of Messrs. Certilman and Haft a five
year option to purchase up to 125,000 of our common shares at an exercise price
of $.30 per share.

Employment Contracts, Termination of Employment and Change-in-Control
Arrangements

Mr. Goldstein is employed as our President, Chairman of the Board and
Chief Executive Officer pursuant to an Employment Agreement that expires on
April 1, 2005. He is currently entitled to receive a salary of $300,000 per
annum plus such additional compensation as may be determined by the Board of
Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

Security Ownership

The following table sets forth certain information as of August 31,
2003 regarding the beneficial ownership of our common shares by (i) each person
who we believe to be the beneficial owner of more than 5% of our outstanding
common shares, (ii) each present director, (iii) each person listed in the
Summary Compensation Table under "Executive Compensation," and (iv) all of our
present executive officers and directors as a group.

Name and Address Number of Shares Approximate
of Beneficial Owner Beneficially Owned Percent of Class
-------------------- ------------------ ----------------

AIA Acquisition Corp. 1,808,000(1) 12.8%
6787 Market Street
Upper Darby, Pennsylvania

Barry B. Goldstein 1,699,000(2)(3) 12.2%
1158 Broadway
Hewlett, New York

Eagle Insurance Company 1,486,893(4) 12.0%
c/o The Robert Plan
Corporation
999 Stewart Avenue
Bethpage, New York

Robert M. Wallach 1,486,893(5) 12.0%
c/o The Robert Plan Corporation
999 Stewart Avenue
Bethpage, New York

Morton L. Certilman 1,401,005(2)(6) 11.0%
The Financial Center at
Mitchel Field
90 Merrick Avenue
East Meadow, New York

Jay M. Haft 1,136,393(2)(7) 8.9%
1001 Brickell Bay Drive
Miami, Florida

Jack Seibald 1,093,750(8) 8.8%
1336 Boxwood Drive West
Hewlett Harbor, New York

Abraham Weinzimer 783,924(2) 6.3%
418 South Broadway
Hicksville, New York

Kevin Lang 651,460(2) 5.3%
3789 Merrick Road
Seaford, New York

All executive officers
and directors as a group 5,723,291(2)(3)(6) 39.1%
(4 persons) (7)(9)

-----------------------

(1) Based upon Schedule 13G filed under the Securities Exchange Act of 1934.
Represents shares issuable upon the conversion of preferred shares that are
currently convertible.

(2) Based upon Schedule 13D filed under the Securities Exchange Act of 1934.

(3) Represents (i) 1,600,000 shares issuable upon the exercise of options that
are currently exercisable, (ii) 42,500 shares held by Mr. Goldstein's
children, and (iii) 56,500 shares held in a retirement trust for the
benefit of Mr. Goldstein. Mr. Goldstein disclaims beneficial ownership of
the shares held by his children and retirement trust. Excludes shares owned
by AIA Acquisition Corp. of which Mr. Goldstein is President and members of
his family are principal stockholders.

(4) Eagle is a wholly-owned subsidiary of The Robert Plan Corporation.

(5) Represents shares owned by Eagle, of which Mr. Wallach, one of our
directors, is a Vice President. Eagle is a wholly-owned subsidiary of The
Robert Plan, of which Mr. Wallach is President, Chairman and Chief
Executive Officer.

(6) Includes 350,000 shares issuable upon the exercise of currently exercisable
options.

(7) Includes (i) 350,000 shares issuable upon the exercise of currently
exercisable options and (ii) 15,380 shares held in a retirement trust for
the benefit of Mr. Haft.

(8) Based upon Schedule 13G filed under the Securities Exchange Act of 1934.
Represents (i) 500,000 shares held jointly by Mr. Seibald and his wife,
Stephanie Seibald, (ii) 500,000 shares held by SDS Partners I, Ltd., a
limited partnership that has granted to Mr. Seibald the power to vote and
dispose of such shares, and (iii) 93,750 shares issuable upon the exercise
of currently exercisable warrants.

(9) Includes shares owned by Eagle, of which Mr. Wallach is a Vice President.
Mr. Wallach is also President, Chairman and Chief Executive Officer of The
Robert Plan, Eagle's parent.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2002 with
respect to compensation plans (including individual compensation arrangements)
under which our common shares are authorized for issuance, aggregated as
follows:

o All compensation plans previously approved by security holders; and
o All compensation plans not previously approved by security holders.

Equity Compensation Plan Information
------------------------------------

Weighted average Number of securities remaining
Number of securities to be exercise price of available for future issuance
issued upon exercise of outstanding options, under equity compensation plans
outstanding options, warrants and rights (excluding securities reflected
warrants and rights (b) in column (a))
(a) (c)
---------------------------- ------------------------ ----------------------------------

Equity compensation 2,900,000 $.65 850,000
plans approved by
security holders

Equity compensation -0- -0- -0-
plans not approved by
security holders --------- -------

Total 2,900,000 $.65 850,000
========= ==== =======

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

March 2001 Transactions

In March 2001, the following transactions occurred:

o We entered into agreements with Kevin Lang, Abraham Weinzimer and
Mr. Certilman, each a principal stockholder and then one of our
executive officers, that provided for our sale to them of a total
of eight of our DCAP stores. Pursuant to the agreements, which
were closed in November 2001 following shareholder approval, Mr.
Lang acquired three of the stores for a total purchase price of
approximately $257,000, Mr. Weinzimer acquired three of the
stores for a total purchase price of $285,000 and an entity owned
by Mr. Certilman (we refer to the entity as "Mr. Certilman")
acquired two of the stores for a total purchase price of
approximately $225,000. The locations of the stores are as
follows:

o Lang: Amityville, New York
Medford, New York
Seaford, New York

o Weinzimer: Hempstead, New York
Hicksville, New York
Jamaica, New York

o Certilman: East Meadow, New York
Flushing, New York

At the time of execution of the agreements with Messrs. Lang and
Weinzimer, each of them paid to us the total amount of his respective
purchase price. At the time of execution of the agreement with Mr.
Certilman, we received approximately $197,000 of the purchase price.
The balance of $28,000 was paid at the closing of the acquisition
through the assumption of our obligation to an unaffiliated third
party in that amount. The obligation was incurred in May 2000 in
connection with our acquisition of the third party's interest in one
of the stores acquired by Mr. Certilman. Pending the closing of the
sales, each of Messrs. Lang, Weinzimer and Certilman managed his
respective stores and was entitled to receive a management fee equal
to the net profits of the stores. Each of them was also responsible
for all losses incurred during the interim period.

o At the closing, we entered into franchise agreements with the entities
acquired by Messrs. Lang, Weinzimer and Certilman. The franchise
agreements are similar in most respects to our standard conversion
franchise agreements.

In general, none of the franchisees were allowed to terminate their
respective franchise agreements prior to March 31, 2003. Pending the
closing, Messrs. Lang, Weinzimer and Certilman were responsible for
charges as if the franchise agreements had been executed. Counsel for
Mr. Lang's entities notified us of their election to terminate their
respective franchise agreements effective March 31, 2003. Mr.
Weinzimer's entities have agreed to extend the March 31, 2003 date to
March 31, 2005.

o We reacquired a total of 3,714,616 of the shares owned by Messrs. Lang
and Weinzimer in consideration of the cancellation of indebtedness
owed to us by them in the aggregate amount of $928,654.

o We agreed with Mr. Lang to terminate his employment agreement that was
scheduled to expire in February 2004, and DCAP Management Corp., our
wholly-owned subsidiary that operates our franchise business, entered
into a new employment agreement with him which expired on September
30, 2001. Based upon Mr. Lang's agreement to forgo the compensation
otherwise payable to him for the balance of the original employment
term ($667,000, net of the amount payable to him pursuant to his new
employment agreement), we granted to Mr. Lang a price concession of
approximately $85,000 in connection with the purchase of his three
stores. This price concession resulted in the purchase price of
$257,000 for Mr. Lang.

o We agreed with Mr. Weinzimer to terminate his employment agreement
that was scheduled to expire in February 2004. Based upon Mr.
Weinzimer's agreement to forgo the compensation otherwise payable to
him for the balance of the employment term ($729,000), we granted to
Mr. Weinzimer a price concession of approximately $85,000 in
connection with the purchase of his three stores. This price
concession resulted in the purchase price of $285,000 for Mr.
Weinzimer.

o We agreed with Mr. Certilman to terminate his employment agreement
that was scheduled to expire in February 2004. Concurrently, based
upon Mr. Certilman's agreement to forgo the compensation otherwise due
him for the balance of the term of the employment agreement
($365,000), we agreed to cancel indebtedness of approximately $141,000
that Mr. Certilman owed to us.

o We agreed with Mr. Haft to terminate his employment agreement that was
scheduled to expire in February 2004.

o Each of Messrs. Lang, Weinzimer, Certilman and Haft resigned as an
officer of DCAP Group. Messrs. Lang and Weinzimer also resigned as our
directors.

The terms of the above sales agreements were the result of arm's length
negotiations between us and each of Messrs. Lang, Weinzimer and Certilman that
were based upon the terms of other recent sales of our stores to persons who are
not affiliated with us, then current market conditions and the termination of
the employment agreements with each of them, as discussed above. No independent
appraisal or valuation was received in connection with the agreements. We did
not utilize a special independent committee of our Board of Directors to perform
an analysis of the fairness of the transactions or to negotiate the terms of the
sales on our behalf.

Sale of Brentwood Store

Effective February 27, 2003, we sold our Brentwood, New York store to Mr.
Weinzimer, one of our principal stockholders, at a purchase price of $115,437
(equal to approximately 70% of the store's commission income during 2002).
Concurrently with the purchase, the entity acquired by Mr. Weinzimer entered
into a franchise agreement with DCAP Management on terms substantially similar
to those entered into by Mr. Weinzimer in March 2001 when he purchased three of
our stores (as discussed above). The terms of the above sale were the result of
arm's length negotiations between us and Mr. Weinzimer that were based upon the
terms of other recent sales of our stores to persons who are not affiliated with
us and then current market conditions. No independent appraisal or valuation was
received in connection with the agreement.

Acquisition of AIA Acquisition Corp.

Effective May 1, 2003, we acquired substantially all of the assets of AIA
Acquisition Corp., an insurance brokerage firm with six offices located in
eastern Pennsylvania. The salient

terms of the acquisition were as follows:

o A base purchase price of $904,000, being equal to the approximate sum
of (i) $737,647 (which represents 69% of AIA's includable commission
income for the 12 months ended March 31, 2002 or the year ended
December 31, 2002, whichever was less), and (ii) $165,870 (which
represents AIA's collected accounts receivable and prepaid expenses).
The purchase price was paid in our Series A preferred shares having a
liquidation value equal to the base purchase price. The Series A
preferred shares carry a 5% dividend, are convertible into our common
shares at a conversion price of $.50 per share and are redeemable on
April 30, 2007 (or sooner under certain circumstances).

o Additional cash consideration based upon the EBITDA of the combined
operations of AIA and our wholly-owned subsidiary, Barry Scott
Companies Inc., during the five year period ending April 30, 2008. The
additional consideration cannot exceed an aggregate of $335,000.

Barry B. Goldstein, our Chief Executive Officer, is President of AIA
Acquisition Corp. and members of his family are principal stockholders of AIA.
The terms of the acquisition were the result of arm's length negotiations
between AIA and us and were based upon the sales price of stores to persons who
are not affiliated with us and current market conditions.

2003 Subordinated Debt Financing

Effective July 10, 2003, in order to fund our premium finance operations,
we obtained $3,500,000 from a private placement of subordinated debt. The
subordinated debt is repayable on January 10, 2006 and provides for interest at
the rate of 12.625% per annum, payable semi-annually. We have the right to
prepay the subordinated debt commencing on July 10, 2004. In consideration of
the debt financing, we issued to the lenders warrants for the purchase of an
aggregate of 525,000 of our common shares at an exercise price of $1.25 per
share. The warrants expire on January 10, 2006. One of the private placement
lenders was a retirement trust established for the benefit of Jack Seibald which
loaned us $625,000 and was issued a warrant for the purchase of 93,750 of our
common shares. Mr. Seibald is one of our principal stockholders.

Relationship

Certilman Balin Adler & Hyman, LLP, a law firm with which Mr. Certilman is
affiliated, serves as our counsel. It is presently anticipated that such firm
will continue to represent us and will receive fees for its services at rates
and in amounts not greater than would be paid to unrelated law firms performing
similar services. Certilman Balin has also served as counsel to Messrs. Lang and
Weinzimer with respect to certain matters; however, it did not serve as counsel
to Messrs. Lang and Weinzimer in connection with the acquisition of our DCAP
insurance operations from them, to Messrs. Lang or Weinzimer in connection with
the transactions with

them discussed under "March 2001 Transactions" or to Mr. Weinzimer in connection
with the transaction with him discussed under "Sale of Brentwood Store" above.
In addition, Certilman Balin did not serve as counsel to either us or Mr.
Certilman in connection with the transactions with him discussed under "March
2001 Transactions" above.

PROPOSAL 1: ELECTION OF DIRECTORS

Four directors are to be elected at the meeting to serve until the next
annual meeting of stockholders and until their respective successors shall have
been elected and have qualified.

Nominees for Directors

All four of the nominees are currently members of our Board. The following
table sets forth each nominee's age as of September 23, 2003, the positions and
offices presently held by him with us, and the year in which he became a
director. The Board recommends a vote FOR all nominees. The person named as
proxy intends to vote cumulatively all shares represented by proxies equally
among all nominees for election as directors, unless proxies are marked to the
contrary.

Director
Name Age Positions and Offices Held Since
---- --- -------------------------- --------
Barry B. Goldstein 50 President, Chairman of the Board, Chief Executive 2001
Officer, Chief Financial Officer, Treasurer and Director

Morton L. Certilman 71 Secretary and Director 1989
Jay M. Haft 67 Director 1989
Robert M. Wallach 50 Director 1999

Barry B. Goldstein

Mr. Goldstein was elected our President, Chief Executive Officer, Chief
Financial Officer, Chairman of the Board, and a director in March 2001 and our
Treasurer in May 2001. Since April 1997, he has served as President of AIA
Acquisition Corp., which operated insurance agencies in Pennsylvania and which
sold substantially all of its assets to us in May 2003. Since 1982, he has
served as President of Stone Equities, a consulting firm. Mr. Goldstein received
his B.A. and M.B.A. from State University of New York at Buffalo, and has been a
certified public accountant since 1979.

Morton L. Certilman

Mr. Certilman served as our Chairman of the Board from February 1999 until
March 2001. From October 1989 to February 1999, he served as our President. He
was elected our Secretary in May 2001 and has served as one of our directors
since 1989. Mr. Certilman has been engaged in the practice of law since 1956 and
is affiliated with the law firm of Certilman Balin Adler & Hyman, LLP. Mr.
Certilman is Chairman of the Long Island Regional Planning Board, the Nassau
County Coliseum Privatization Commission, and the Northrop/Grumman Master
Planning Council. He served as a director of the Long Island Association and the
New Long Island Partnership for a period of ten years and currently serves as a
director of the Long Island Sports Commission. Mr. Certilman has lectured
extensively before bar associations, builders' institutes, title companies, real
estate institutes, banking and law school seminars, The Practicing Law
Institute, The Institute of Real Estate Management and at annual conventions of
such organizations as the National Association of Home Builders, the Community
Associations Institute and the National Association of Corporate Real Estate
Executives. He was a member of the faculty of the American Law
Institute/American Bar Association, as well as the Institute on Condominium and
Cluster Developments of the University of Miami Law Center. Mr. Certilman has
written various articles in the condominium field, and is the author of the New
York State Bar Association Condominium Cassette and the Condominium portion of
the State Bar Association book on "Real Property Titles." Mr. Certilman received
an LL.B. degree, cum laude, from Brooklyn Law School.

Jay M. Haft

Mr. Haft served as our Vice Chairman of the Board from February 1999 until
March 2001. From October 1989 to February 1999, he served as our Chairman of the
Board. He has served as one of our directors since 1989. Mr. Haft has been
engaged in the practice of law since 1959 and since 1994 has served as counsel
to Parker Duryee Rosoff & Haft (and since December 2001, its successor, Reed
Smith). From 1989 to 1994, he was a senior corporate partner of that firm. Mr.
Haft is a strategic and financial consultant for growth stage companies. He is
active in international corporate finance and mergers and acquisitions. Mr. Haft
also represents emerging growth companies. He has actively participated in
strategic planning and fund raising for many high-tech companies, leading edge
medical technology companies and technical product, service and marketing
companies. He is a director of many public and private corporations, including
Robotic Vision Systems, Inc., Encore Medical Corporation, DUSA Pharmaceuticals,
Inc., and Oryx Technology Corp., all of whose securities are traded on the
Nasdaq Stock Market. Mr. Haft is a past member of the Florida Commission for
Government Accountability to the People, and a national trustee and Treasurer of
the Miami Ballet. He is also a trustee of Florida International University and
serves on the advisory board of the Wolfsonian Museum in Miami, Florida. Mr.
Haft received B.A. and LL.B. degrees from Yale University.

Robert M. Wallach

Mr. Wallach has served since 1993 as President, Chairman and Chief
Executive Officer of The Robert Plan Corporation, a servicer and underwriter of
private passenger and commercial automobile insurance. He has served as one of
our directors since 1999.

There are no family relationships among any of our executive officers and
directors.

Each director will hold office until the next annual meeting of
stockholders and until his successor is elected and qualified or until his
earlier resignation or removal. Each executive officer will hold office until
the initial meeting of the Board of Directors following the next annual meeting
of stockholders and until his successor is elected and qualified or until his
earlier resignation or removal.

Committees

The Audit Committee of the Board of Directors is responsible for (i)
recommending independent accountants to the Board, (ii) reviewing our financial
statements with management and the independent accountants, (iii) making an
appraisal of our audit effort and the effectiveness of our financial policies
and practices and (iv) consulting with management and our independent
accountants with regard to the adequacy of internal accounting controls. The
members of the Audit Committee currently are Messrs. Certilman and Haft. The
directors who serve on the Audit Committee are not "independent" directors based
on the definition of independence in the listing standards of the National
Association of Securities Dealers. To date, our Board of Directors has not
adopted a written charter for the Audit Committee.

We do not have any standing nominating or compensation committees of the
Board of Directors or committees performing similar functions. These functions
are currently performed by our Board as a whole.

Report of the Audit Committee

In overseeing the preparation of DCAP's financial statements as of December
31, 2002 and for the years ended December 31, 2002 and 2001, the Audit Committee
met with management to review and discuss all financial statements prior to
their issuance and to discuss significant accounting issues. Management advised
the Committee that all financial statements were prepared in accordance with
generally accepted accounting principles, and the Committee discussed the
statements with management. The Committee also discussed with Holtz Rubenstein
LLP, DCAP's outside auditors, the matters required to be discussed by Statement
on Auditing Standards No. 61 (Communication with Audit Committees).

The Committee received the written disclosures and letter from Holtz
Rubenstein LLP required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and the Committee discussed the
independence of Holtz Rubenstein LLP with that firm.

On the basis of these reviews and discussions, the Committee recommended to
the Board of Directors that the audited financial statements be included in
DCAP's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002,
for filing with the Securities and Exchange Commission.

Members of the Audit Committee

Morton L. Certilman
Jay M. Haft

Meetings

Our Board of Directors held five meetings during the fiscal year ended
December 31, 2002. All of our directors attended all such meetings with the
exception of Mr. Wallach, who did not attend any of the meetings. Our Audit
Committee of the Board of Directors held three meetings during the fiscal year
ended December 31, 2002.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Securities Exchange Act of 1934, as amended, requires
that reports of beneficial ownership of common shares and changes in such
ownership be filed with the Securities and Exchange Commission by Section 16
"reporting persons," including directors, certain officers, holders of more than
10% of the outstanding common shares and certain trusts of which reporting
persons are trustees. We are required to disclose in this proxy statement each
reporting person whom we know to have failed to file any required reports under
Section 16 on a timely basis during the fiscal year ended December 31, 2002. To
our knowledge, based solely on a review of written representations received by
us, during the fiscal year ended December 31, 2002, our officers, directors and
10% stockholders complied with all Section 16(a) filing requirements applicable
to them, except that Mr. Haft filed a Form 4 one day late (which form reported
one transaction).

PROPOSAL 2: REVERSE STOCK SPLIT

Introduction

Our Board of Directors has approved and recommended a proposal to effect a
reverse stock split of all outstanding common shares at an exchange ratio
ranging from one-for-three to one-for-ten (the "Reverse Split"), with the exact
ratio to be determined by our Board of Directors in its sole discretion.

The proposal provides that our Board will have the sole discretion pursuant
to Section 242(c) of the Delaware General Corporation Law to elect, at any time
before the first anniversary of the date of the annual meeting of stockholders
(the "One Year Anniversary") as it determines to be in the best

interests of DCAP Group and our stockholders, whether or not to effect the
Reverse Split, and, if so, the number of our common shares between and including
three and ten which will be combined into one of our common shares. Our Board
believes that granting it this discretion provides it with maximum flexibility
to react to then current market conditions and, therefore, is in the best
interests of DCAP Group and our stockholders.

If our Board determines that effecting the Reverse Split is in the best
interests of DCAP Group and our stockholders, the Reverse Split will become
effective upon filing of an amendment to our Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware. The
amendment filed thereby will set forth the number of shares to be combined into
one of our common shares within the limits set forth in the proposal. Except for
adjustments that may result from the treatment of fractional shares as described
below, each stockholder will hold the same percentage of our outstanding common
shares immediately following the Reverse Split as such stockholder holds
immediately prior to the Reverse Split.

Reasons

The purposes of the Reverse Split are as follows:

o to increase the marketability of our common shares; and
o to meet the Nasdaq listing requirements with regard to minimum bid
price.

Marketability

Our Board of Directors believes that the Reverse Split will facilitate
future financings by us predicated upon its view that a low per share market
price for our common shares may impair the acceptability of such securities by
the financial community and the investing public. Theoretically, the number of
shares outstanding and per share price should not, by themselves, affect the
marketability of our common shares, the type of investor who acquires them, or
our reputation in the financial community. However, in practice, this is not
necessarily the case, as many investors look upon low-priced stocks as unduly
speculative in nature and, as a matter of policy, avoid investment in such
securities. Our Board is aware of the reluctance of many leading brokerage firms
to recommend low-priced stocks to their clients. Further, a variety of brokerage
house policies and practices tend to discourage individual brokers within those
firms from dealing in low-priced stocks. Institutional investors typically are
restricted from investing in companies whose stocks trade at less than five
dollars per share. Stockbrokers are also subject to restrictions on their
ability to recommend stocks trading at less than five dollars per share because
of the general presumption that such securities may be highly speculative. In
addition, the structure of trading commissions tends to have an adverse impact
upon holders of low-priced stocks because the brokerage commission on a sale of
such securities generally represents a higher percentage of the sales price than
the commission on a relatively higher-priced issue.

The Reverse Split is intended, in part, to result in a price level for our
common shares that will increase investor interest and eliminate the resistance
of brokerage firms. On September 26, 2003, the closing bid price for our common
shares, as reported by the OTC Bulletin Board, was $.94. No assurances can be
given that the market price for our common shares will increase in the same
proportion as the Reverse Split or, if increased, that such price will be
maintained. In addition, no assurances can be given that the Reverse Split will
increase the price of our common shares to a level in excess of the five dollar
threshold discussed above.

Nasdaq Requirements

Our common shares currently trade on the OTC Bulletin Board. Such trading
market is considered to be less efficient than that provided by The Nasdaq Stock
Market. Our Board of Directors is currently considering whether to seek to have
our common shares listed on Nasdaq. In order for us to list our common shares on
Nasdaq, we must fulfill certain Nasdaq listing requirements. Set forth below are
the salient minimum quantitative listing requirements that we must meet,
together with a comparison of how we currently stand with regard to the
requirements.

Category Nasdaq Requirement DCAP Group Status
-------- ------------------ -----------------

Net income from continuing $750,000 $742,107 (six months ended June 30,
operationsin latest fiscal year or 2003)
2 of last 3 fiscal years

Publicly-held shares (1) 1,000,000 8,930,111 (as of September 26, 2003)

Market value of publicly-held
shares (1) $5,000,000 $8,394,304 (as of September 26, 2003)

Minimum bid price $4.00 $.94 (as of September 26, 2003)

Shareholders (round lot holders) 300 1,928 (as of September 23, 2003)
_______________

(1) "Publicly-held shares" is defined as total shares outstanding less any
shares held by officers, directors or beneficial owners of 10% or more.
(2) Round lot holders are holders of 100 shares or more.

Nasdaq also requires that an applicant have at least three market makers
and comply with certain corporate governance requirements, including having at
least two Audit Committee members (a majority of whom must be independent). In
addition, Nasdaq has proposed new rules that would require that a majority of
our Board members be independent. Currently we do

not satisfy either the Audit Committee independence requirement or the proposed
Board independence requirement.

No assurance can be given that, even if we satisfy the above listing
requirements, we will apply to have our common shares listed on Nasdaq, or that,
if we do so apply, that our application will be approved, or that, if our common
shares are listed on Nasdaq, we will be able to satisfy the maintenance
requirements for continued listing.

Board Discretion to Implement or Abandon Reverse Split

The Reverse Split will be effected, if at all, only upon a determination by
our Board that the Reverse Split (with an exchange ratio determined by our Board
as described above) is in the best interests of DCAP Group and our stockholders.
Such determination shall be based upon certain factors, including, but not
limited to, our ability to meet the Nasdaq listing requirements, existing and
expected marketability and liquidity of our common shares and the expense of
effecting the Reverse Split. Notwithstanding approval of the Reverse Split by
our stockholders, our Board may, in its sole discretion, abandon the proposal
and determine, prior to the effectiveness of any filing with the Secretary of
State of the State of Delaware, not to effect the Reverse Split. If our Board
fails to implement the Reverse Split on or prior to the One Year Anniversary,
stockholder approval again would be required prior to implementing any reverse
stock split.

Reduction in Authorized Common Shares

Stockholder approval of this proposal shall constitute authorization for us
to reduce the number of our authorized common shares to a number which results
in a ratio of authorized common shares to issued and outstanding common shares
that most closely approximates the ratio of our authorized common shares to
issued and outstanding common shares immediately prior to the Reverse Split.
Accordingly, assuming that our Board determines to implement a one-for-five
Reverse Split, our Board would have the authority to reduce our authorized
common shares in the same proportion. This would result in our authorized common
shares being reduced from 40,000,000 to 8,000,000. However, our Board will have
the sole discretion to determine whether or not to implement such a reduction in
authorized common shares in connection with the Reverse Split. Alternatively,
our Board will have the sole discretion to implement a reduction in authorized
common shares to a lesser degree such that, following the Reverse Split, the
ratio of authorized common shares to issued and outstanding common shares would
be higher than that in effect prior to the Reverse Split. Therefore, in the
event that our Board determines to implement a Reverse Split but not to
implement a proportionate reduction in authorized common shares, we would, in
effect, have authority to issue a greater number of common shares than prior to
the Reverse Split. There are no written or oral plans, arrangements or
understandings with respect to the issuance of any such additional common
shares.

Effective Date

If implemented by our Board, the Reverse Split would become effective upon
filing of an amendment to our Restated Certificate of Incorporation with the
office of the Secretary of State of the State of Delaware. Except as explained
below with respect to fractional shares, on the effective date, our outstanding
common shares immediately prior thereto will be combined and converted,
automatically and without any action on the part of the stockholders, into new
common shares in accordance with exchange ratio determined by our Board within
the limits described above.

Fractional Shares

No fractional common shares will be issued as a result of the Reverse
Split. Instead, stockholders who otherwise would be entitled to receive
fractional shares will be entitled to receive cash in an amount equal to the
product obtained by multiplying (i) the closing price of our common shares on
the day immediately preceding the effective date of the Reverse Split, as
reported on the OTC Bulletin Board (or, if the closing price of our common
shares is not then reported on the OTC Bulletin Board, then the fair market
value of our common shares as determined by the Board) by (ii) the number of our
common shares held by such stockholder that would otherwise have been exchanged
for such fractional share interest.

Other Effect

If approved, the Reverse Split will result in some stockholders owning
"odd-lots" of fewer than 100 common shares. Brokerage commissions and other
costs of transactions in odd-lots are generally somewhat higher than the costs
of transactions in "round-lots" of even multiples of 100 shares.

Exchange of Stock Certificates

As soon as practicable after the effective date, stockholders will be
notified that the Reverse Split has been effected. We will appoint an exchange
agent for purposes of implementing the exchange of stock certificates. Holders
of pre-Reverse Split shares ("Old Shares") will be asked to surrender to the
exchange agent certificates representing the Old Shares in exchange for
certificates representing post-Reverse Split shares ("New Shares") in accordance
with the procedures to be set forth in a letter of transmittal to be sent by us.
No new certificates will be issued to a stockholder until such stockholder has
surrendered such stockholder's outstanding certificate(s) together with the
properly completed and executed letter of transmittal to the exchange agent.
Stockholders should not submit any certificates until requested to do so.

No Appraisal Rights

Under the Delaware General Corporation Law, our stockholders are not
entitled to appraisal rights with respect to the proposed amendment to our
Restated Certificate of Incorporation to effect the Reverse Split.

Tax Consequences

The proposed Reverse Split is being presented for approval based upon the
expectation that, among other things, no gain or loss will be recognized by the
holders of our common shares (except to the extent of cash, if any, received in
lieu of fractional shares) or by DCAP Group. A holder who receives cash will
generally recognize gain or loss equal to the difference between the portion of
the tax basis of the Old Shares allocated to the fractional share interest and
the cash received.

Each stockholder will have a basis in the New Shares equal to the basis of
the Old Shares (except to the extent the basis is allocated to fractional
shares). For purposes of determining whether gain or loss on a subsequent
disposition is long-term or short-term, the holding period of the New Shares
will include the period during which the corresponding Old Shares were held,
provided such corresponding Old Shares were held as a capital asset on the date
of filing of the amendment to our Restated Certificate of Incorporation.

No ruling has been requested from the Internal Revenue Service with respect
to the foregoing tax matters. Stockholders should consult their own tax advisors
as to the effect of the Reverse Split under applicable tax laws.

Recommendation and Vote

The affirmative vote of the holders of a majority of all of our outstanding
common shares is required for approval of this proposal. The Board recommends a
vote FOR the approval of the proposal to authorize the Board to effect the
Reverse Split.

INDEPENDENT PUBLIC ACCOUNTANTS

Holtz Rubenstein & Co., LLP has served as our auditors since 1990 and was
selected as our independent public accountants with respect to the fiscal year
ended December 31, 2002. We have not yet selected our auditors for the current
fiscal year. Our Audit Committee will review Holtz Rubenstein's proposal with
respect to the audit prior to making a determination regarding the engagement.

It is not expected that a representative of Holtz Rubenstein will attend
the meeting.

Audit Fees

The aggregate fees billed by Holtz Rubenstein for professional services
rendered for the audit of our annual financial statements for the 2002 fiscal
year and the review of the financial statements included in our Forms 10-QSB for
that fiscal year were approximately $48,700.

Financial Information Systems Design and Implementation Fees

During fiscal 2002, Holtz Rubenstein did not render to us any of the
professional services with regard to financial information systems design and
implementation described in paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X.

All Other Fees

The aggregate fees billed for services rendered by Holtz Rubenstein for
fiscal 2002, other than the services described above under "Audit Fees," were
approximately $19,750.

The Audit Committee has determined that the provision of the services
covered in "All Other Fees" is compatible with maintaining Holtz Rubenstein's
independence.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at our next annual meeting
of stockholders pursuant to the provisions of Rule 14a-8 of the Securities and
Exchange Commission, promulgated under the Exchange Act, must be received at our
offices in Hewlett, New York by June 3, 2004 for inclusion in our proxy
statement and form of proxy relating to such meeting. We, however, intend to
hold our next annual meeting earlier in 2004 than in 2003. Accordingly, we
suggest that stockholder proposals intended to be presented at the next annual
meeting be submitted well in advance of April 15, 2004, the earliest date upon
which we anticipate the proxy statement and form of proxy relating to such
meeting will be released to stockholders.

The following requirements with respect to stockholder proposals and
stockholder nominees to our Board of Directors are included in our By-Laws.

Stockholder Proposals

In order for a stockholder to make a proposal at an annual meeting of
stockholders, under our By-Laws, timely notice must be received by us in advance
of the meeting. To be timely, the proposal must be received by our Secretary at
our principal executive offices (as provided below) on a date which is not less
than 60 days nor more than 90 days prior to the date which is one year from the
date of the mailing of the proxy statement for the prior year's annual meeting
of stockholders. If during the prior year we did not hold an annual meeting, or
if the date of the

meeting for which a stockholder intends to submit a proposal has changed more
than 30 days from the date of the meeting in the prior year, then the notice
must be received a reasonable time before we mail the proxy statement for the
current year. A stockholder's notice must set forth as to each matter the
stockholder proposes to bring before the annual meeting certain information
regarding the proposal, including the following:

o a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at such meeting;

o the name and address of the stockholder proposing such business;

o the class and number of our shares which are beneficially owned by
such stockholder; and

o any material interest of such stockholder in such business.

Stockholder Nominees

In order for a stockholder to nominate a candidate for director, under our
By-Laws, timely notice of the nomination must be received by us in advance of
the meeting. To be timely, the notice must be received at our principal
executive offices (as provided below) not less than 60 days nor more than 90
days prior to the meeting; however, if less than 70 days' notice of the date of
the meeting is given to stockholders and public disclosure of the meeting date,
pursuant to a press release, is either not made at all or is made less than 70
days prior to the meeting date, notice by a stockholder to be timely made must
be so received no later than the close of business on the tenth day following
the earlier of the following:

o the day on which the notice of the date of the meeting was mailed to
stockholders, or

o the day on which such public disclosure of the meeting date was made.

The stockholder sending the notice of nomination must describe various
matters, including such information as:

o the name, age, business and residence addresses, occupation or
employment and shares held by the nominee;

o any other information relating to such nominee required to be
disclosed in a proxy statement; and

o the name, address and number of shares held by the stockholder.

These requirements are separate from and in addition to the requirements a
stockholder must meet to have a proposal included in our proxy statement.

Any notice given pursuant to the foregoing requirements must be sent to our
Secretary at 1158 Broadway, Hewlett, New York 11557. The foregoing is only a
summary of the provisions of our By-Laws that relate to stockholder proposals
and stockholder nominations for director. Any stockholder desiring a copy of our
By-Laws will be furnished one without charge upon receipt of a written request
therefor.

OTHER BUSINESS

While the accompanying Notice of Annual Meeting of Stockholders provides
for the transaction of such other business as may properly come before the
meeting, we have no knowledge of any matters to be presented at the meeting
other than those listed as Proposals 1 and 2 in the notice. However, the
enclosed proxy gives discretionary authority in the event that any other matters
should be presented.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This proxy statement is accompanied by a copy of our Annual Report on Form
10-KSB for the year ended December 31, 2002 (the "2002 Form 10-KSB") and our
Quarterly Report on Form 10-QSB for the period ended June 30, 2003 (the "June
30, 2003 Form 10-QSB").

The following information from our 2002 Form 10-KSB (File No. 0-1665), as
filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, is
hereby incorporated by reference into this proxy statement:

o "Management's Discussion and Analysis or Plan of Operation," included
in Item 6 thereof;

o our consolidated financial statements as of December 31, 2002 and for
the years ended December 31, 2001 and 2002, included in Item 7
thereof; and

o "Changes in and Disagreements with Accountants," included in Item 8
thereof.

The following information from our June 30, 2003 Form 10-QSB (File No.
0-1665), as filed with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act, is hereby incorporated by reference into this proxy statement:

o Our consolidated financial statements as of June 30, 2003 and for the
six months ended June 30, 2003 and 2002, included in Part I, Item 1
thereof; and

o "Management's Discussion and Analysis or Plan of Operation," included
in Part I, Item 2 thereof.

Any statement contained in a document incorporated herein by reference
shall be deemed to be modified or superseded for purposes of this proxy
statement to the extent that a statement contained herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this proxy
statement.

Barry B. Goldstein
Chief Executive Officer

Hewlett, New York
October 1, 2003

DCAP GROUP, INC.

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Barry B. Goldstein as proxy, with the power
to appoint his substitute, and hereby authorizes him to represent and vote, as
designated on the reverse side, all the common shares of DCAP Group, Inc. (the
"Company") held of record by the undersigned at the close of business on
September 23, 2003 at the Annual Meeting of Stockholders to be held on October
30, 2003 or any adjournment thereof.

(Continued and to be signed on the reverse side)

ANNUAL MEETING OF STOCKHOLDERS OF

DCAP GROUP, INC.

October 30, 2003

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach along perforated line and mail in the envelope provided.
--------------------------------------------------------------------------------

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE X
---

1. Election of Directors:

---- FOR ALL NOMINEES

---- WITHHOLD AUTHORITY FOR ALL NOMINEES

---- FOR ALL EXCEPT
(See instructions below)
NOMINEES:

-- Barry B. Goldstein ________________
-- Morton L. Certilman ________________
-- Jay M. Haft ________________
-- Robert M. Wallach ________________

The Company's Restated Certificate of Incorporation provides for cumulative
voting of shares for the election of directors, which means that each
stockholder has the right to cumulate his votes and give to one or more nominees
as many votes as equals the number of directors to be elected (four) multiplied
by the number of shares he is entitled to vote. A stockholder may therefore cast
his votes for one nominee or distribute them among two or more of the nominees.
A vote FOR includes discretionary authority to cumulate votes among nominees. To
cumulate specifically votes for any nominee, set forth the number of votes after
each nominee.

Instruction: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold, as shown here: X
---

2. Proposal to authorize the Board of Directors of the Company to effect a
reverse split if determined necessary in its sole discretion.

FOR ________ AGAINST ____ ABSTAIN ____

3. In his discretion, the proxy is authorized to vote upon such other business
as may properly come before the meeting.

This proxy, when properly executed, will be voted in the manner directed by the
undersigned stockholder. If no direction is made, this proxy will be voted FOR
the election of the named nominees as directors and FOR Proposal 2.

To change the address on your account, please check the box at right and
indicate your new address in the space above. Please note that changes to the
registered name(s) on the account may not be submitted via this method. ____

Signature of Stockholder ________________________ Date:_________________

Note: Please sign exactly as name appears above. When shares are held jointly,
each holder should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by duly authorized officer, giving full title as
such. If a partnership or limited liability company, please sign in partnership
or limited liability company name by authorized person.