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 22, 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))
Previous
Independent Registered Public Accounting Firm.
On
October 21, 2008, Wincroft, Inc. (the “Company”) dismissed its independent
registered public accounting firm, Comiskey and Company, P.C.
(“Comiskey”). The decision to change the independent registered
public accounting firm was recommended and approved by the members of the Board
of the Company.
The
reports of Comiskey included in the financial statements of the Company as
of June 30, 2008 and for the fiscal years ended March 31, 2008 and 2007 did
not contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles other than
an explanatory paragraph as to a going concern.
During
the Company’s most recent fiscal year and the subsequent interim periods through
October 21, 2008, there were no disagreements with Comiskey on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Comiskey, would have caused it to make reference thereto in its reports on the
financial statements for such years. None of the reportable events
described under Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K
occurred within the period from March 2005 through October 21, 2008, the date of
Comiskey’s dismissal.
The
Company has given permission to Comiskey to respond fully to the inquiries of
the successor auditors, including concerning the subject matter of any
reportable events.
The Company has provided Comiskey with a copy of the disclosures in this Current
Report on Form 8-K prior to the filing with the Securities and Exchange
Commission (the “SEC”) and has requested that Comiskey furnish it with a letter
addressed to the SEC stating whether or not Comiskey agrees with the Company’s
statements in this Item 4.01. A copy of the letter, dated October 21, 2008 and
furnished by Comiskey in response to that request, is filed as Exhibit 16.1
to this Current Report on Form 8-K.
The
Company has engaged Paritz & Company, P.A. as its new independent registered
public accounting firm to audit and review the Company’s financial statements
effective September 30, 2008. Prior to such engagement, the Company has not
consulted with Paritz & Company, P.A. regarding either the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the financial statements
of the Company, as well as any matters or reportable events described in Items
304(a)(2)(i) or (ii) of Regulation S-K.
Item
5.03 Change
in Fiscal Year
On
October 21, 2008 the Company’s Board of Directors approved a change in the
Company’s fiscal year. The new fiscal year will end on December
31.
As the
Company issued shares equal to over 98.8% of its outstanding shares of capital
stock in connection with such merger, ASE is now considered the reporting entity
for accounting purposes. For that reason, the Registrant has changed its
fiscal year to conform to the fiscal year of ASE, which is the fiscal year of
Sichuan Apollo Solar Science & Technology Co., Ltd.
The
Company will not file a report for a transition period as a result of the change
in the Company’s fiscal year, since there has been no change in the periods of
the Registrant’s financial statements.
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Exhibit
No.
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16.1
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Letter
of Comiskey and Company, P.C. dated October 21, 2008 to the Securities and
Exchange Commission
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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.
Wincroft,
Inc.
Date:
October 22,
2008 By:
/s/ Renyi
Hou
Renyi
Hou,
Chairman
and Chief Executive Officer