kl10008.htm
UNITED
STATES
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 (Date of earliest event reported): October 20, 2008
WINCROFT,
INC.
(Name of
Small Business Issuer in its Charter)
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Nevada
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84-0601802
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(State
or other jurisdiction
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(I.R.S.
Employer ID Number)
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of
incorporation or organization)
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c/o
American Union Securities, Inc.
100 Wall Street, 15th
Floor, New
York, NY 10005
(Address
of principal executive offices)
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
October 20, 2008, Wincroft, Inc. (the “Company”) entered into an entrusted
management agreement (the “Agreement”) with Hou Renyi and certain other members
of the management team (the “Apollo Managers”) of Sichuan Apollo Solar Science
Technology Co. Ltd (“Apollo”), a company organized under the laws of the
People’s Republic of China and a wholly-owned enterprise of Apollo Solar Energy,
Inc., a corporation organized under the laws of the State of Delaware and a
wholly-owned subsidiary of the Company.
Pursuant
to the terms of the Agreement the management of the Company shall be entrusted
to the Apollo Managers so as to enable the Company to benefit from their
expertise and reputation in the photovoltaic solar (Solar PV) industry in
China. In consideration for the provision of such services the
Company shall pay to the Apollo Managers regular cash compensation and implement
a stock ownership incentive plan; provided that, for the three year period
following the execution of the Agreement, the Apollo Managers shall not be
entitled to participate in the stock ownership incentive plan in the event the
Company’s annual return on equity rate does not exceed five percent per
annum.
The
Agreement provides for the issuance by the Company of 26.8 million shares of
Common Stock to the Apollo Managers with the result that the Apollo Managers
will own approximately 60.15% of the Common Stock of the Company, after giving
effect to such issuance, as previously discussed in the Company's Current Report
on Form 8-K filed on October 16, 2008. The Apollo Managers shall receive such
shares as additional consideration for the provision of the entrusted management
services and in full satisfaction of certain indebtedness of Apollo to the
Apollo Managers.
The
foregoing does not constitute a complete summary of the terms of the Agreement,
which is attached hereto as Exhibit 10.1, and is qualified in its entirety by
reference to such exhibit.
Item
9.01. Financial Statements and Exhibits.
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10.1
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Entrusted
Management Agreement, dated as of October 20, 2008, by and among the
Company, Hou Renyi and those certain other individuals set forth
therein.
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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.
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WINCROFT,
INC.
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October 20,
2008
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By:
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/s/ Renyi
Hou
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Name:
Renyi Hou
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Title:
Chief Executive Officer
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