wincroft8k.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8-K
_____________________
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-12122
Date
of Report: August 18, 2008
(Exact
name of registrant as specified in its charter)
| Nevada |
84-0601802 |
| (State of other
jurisdiction of |
(IRS
Employer |
| incorporation or
organization) |
Indentificatin No.
) |
| c/o
American Union Securities, Inc. 100 Wall Street, 15th Floor, New York,
N.Y. |
10005 |
| (Address of
principal executive offices) |
(Zip
Code) |
(Registrant’s
telephone number including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
□ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
□ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|
|
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01 Entry
into a Material Definitive Agreement
On August
18, 2008, Wincroft, Inc. (“Wincroft”) entered into the Merger Agreement dated as
of August 8, 2008 (the “Merger Agreement”) with Apollo Solar Energy, Inc., a
Delaware corporation (“Apollo”). The Merger Agreement provides that,
upon the satisfaction of certain specified conditions, a wholly-owned subsidiary
of Wincroft will merge with and into Apollo, and Apollo, as the surviving
corporation, will become a subsidiary of Wincroft. Under the terms of
the Merger Agreement, all of the outstanding shares of common stock, $0.0001 par
value, of Apollo will be exchanged for 44,000,000 shares of common stock, $0.001
par value (the “Merger Shares”), of Wincroft. After the consummation
of the merger, the current stockholders of Apollo will own approximately 98.75%
of Wincroft. The merger is expected to be tax-free to the stockholders of both
companies.
The
President of Apollo is Huakang Zhou, who is the spouse of Xiaojin Wang, the
Chief Executive Officer and sole director of Wincroft. Simultaneously
with the completion of the merger, Huakang Zhou, the president and the
representative of the stockholders of Apollo, will enter into the Entrusted
Management Agreement dated as of July 28, 2008 (the “Entrusted Management
Agreement”) with the former managers of Apollo’s Chinese operating companies
(the “Apollo Managers”). Pursuant to the Entrusted Management
Agreement, the Apollo Managers will control the normal operations of Wincroft
and its subsidiaries and will manage Wincroft’s cash flows through one or more
entrusted bank accounts.
The
significant conditions that must be satisfied before the merger can occur
are:
|
§
|
Approval
of the merger by the stockholders of
Apollo;
|
|
§
|
Delivery
by Apollo to Wincroft of the financial statements required for compliance
with the filing requirements of the Securities and Exchange
Commission.
|
The
Merger Agreement provides that it will terminate if the merger has not been
consummated by August 31, 2008, unless extended by the written
agreement of Wincroft and Apollo.
The
foregoing description is qualified in its entirety by reference to the full text
of the Merger Agreement which is filed herewith as Exhibit 10-a and
incorporated herein by reference in its entirety.
Item
9.01 Financial
Statements and Exhibits
|
10-a
|
Merger
Agreement dated as of August 8, 2008 among Wincroft, Inc., Apollo Solar
Energy, Inc., a Nevada corporation, and Apollo Solar Energy, Inc., a
Delaware corporation.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
August
18,
2008 WINCROFT,
INC.
By: /s/ Xiaojin
Wang
Xiaojin Wang, Chairman of the Board