UNITED STATES
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 (Date of earliest event reported) March 14, 2007
WINCROFT, INC.
(Exact Name of registrant as specified in its charter)
COLORADO 0-12122 84-0601802
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
730 West Randolph Street, 6th Floor, Chicago, Illinois 60661
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 454-0312
(Former name or former address, if changed since last report)
18170 Hillcrest Road, Suite 100, Dallas, Texas 75252
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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))
SECTION 1-REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
SECURITIES PURCHASE AGREEMENT
On March 14, 2007, the Company entered into a Common Stock Purchase
Agreement (the "Purchase Agreement") with Synergy Business Consulting, LLC (the
"Wincroft Stock Purchaser"), pursuant to which it acquired 3,576,400 shares of
Outstanding Common Stock of the Company from an existing shareholders in a
private transaction for the purchase price of $250,000. The acquisition of
shares by the Wincroft Stock Purchaser pursuant to the Purchase Agreement and
from the existing shareholder is collectively referred to herein as the
"Purchase".
SECTION 5-CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGE IN CONTROL OF THE REGISTRANT
Upon the closing of the Purchase, the Wincroft Stock Purchaser acquired an
aggregate of 3,576,400 shares of Common Stock, or approximately 80.55% of the
issued and outstanding Common Stock, and attained voting control of the company.
The source of funds used by the Wincroft Stock Purchaser was their respective
working capital.
We are presently authorized to issue 75,000,000 shares of Common Stock.
Prior to the closing, as of March 14, 2007, 4,440,100 shares of Common Stock
were issued and outstanding. After the closing, as of March 14, 2007, there are
4,440,100 shares of Common Stock issued and outstanding.
The following table sets forth, immediately following the closing, certain
information regarding beneficial ownership of outstanding shares of Common
Stock.
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS (1)
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Synergy Business Consulting, LLC (2) 3,576,400 80.55%
730 West Randolph
6th Floor
Chicago, IL 60661
Daniel Wettreich (3) 0 0.00%
18170 Hillcrest Road, Suite 100
Dallas, TX 75252
Bartly J. Loethen (4) 0 0.00%
730 West Randolph
6th Floor
Chicago, IL 60661
TOTAL 3,576,400 80.55%
(1) The percentage of Common Stock is calculated based upon 4,440,100 shares
issued and outstanding as of March 14, 2007.
(2) Synergy Business Consulting, LLC is controlled by Bartly J. Loethen and
therefore Mr. Loethen is the beneficial owner of the shares held by this entity.
(3) A director (See our response to Item 5.02 below)
(4) Chairman, chief financial officer, president, vice president, treasurer,
secrectary and director. (See our response to Item 5.02 below).
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Upon the closing of the Purchase, Bartly J. Loethen was appointed as a
director and the chairman, chief financial officer, president, vice president,
treasurer and secretary of the Company alongside current director Daniel
Wettreich. Mr. Wettreich will resign immediately upon the completion of the
10-day period beginning on the date of the filing of the Information Statement
with the SEC pursuant to Rule 14f-1 of the 34 Act. Accordingly, Mr. Loethen will
then constitute our entire board. Generally, the directors of the Company serve
one year terms until their successors are elected and qualified.
It is not currently contemplated that Mr. Loethen will be compensated for
serving as either an officer or director of the company.
BIOGRAPHICAL INFORMATION REGARDING THE
INCOMING DIRECTOR AND EXECUTIVE OFFICERS
The principal occupation and brief summary of the background of the
incoming director and executive officers is as follows:
Bartly J. Loethen, 41. Mr. Loethen is an attorney and founding partner of
Synergy Law Group, L.L.C. He practices corporate law. His experience includes
working with privately-held companies, public companies, mergers and
acquisitions, private placement investments, financing transactions, and
licensing matters, as well as general corporate matters. Prior to the practice
of law, Mr. Loethen was a Revenue Agent with the Internal Revenue Service. Mr.
Loethen holds a B.S. /B.A. in Accounting from the University of Missouri (1986),
is a certified public accountant, and received his J.D. from the University of
Illinois College of Law (1994).
SECTION 8--OTHER EVENTS
ITEM 8.01. OTHER EVENTS.
As of March 14, 2007, the address and telephone number of our principal
executive offices is as follows:
Wincroft, Inc.
c/o Bartly Loethen
730 West Randolph Street, 6th Floor, Chicago, IL 60661
Telephone#: (312) 454-0312
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SECTION 9--FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Description
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10.1 Common Stock Purchase Agreement dated March 14, 2007 among the
Registrant, Synergy Business Consulting, LLC.
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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.
Date: March 20, 2007
WINCROFT, INC.
By: /s/ Bartly J. Loethen
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Bartly J. Loethen
President
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