UNITED
STATES


SECURITIES AND EXCHANGE
COMMISSION




Washington,
DC 20549






FORM
10-Q






[X]
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the quarterly period ended June 30, 2008





[ 
      ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from _____ to _____





Commission
file number 0-12122





WINCROFT,
INC.


(Exact
Name of Small Business Issuer as Specified in Its Charter)














Nevada
            84-0601802(State of Other
      Jurisdiction
            (I.R.S.
      EmployerIncorporation)
            Identificatin
      No.)






c/o
American Union Securities, 100 Wall St. 15thFl.,New
York,NY10005


(Address
of Principal Executive Offices)





(212)
232-0120


(Issuer's
Telephone Number, Including Area Code)







Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for past 90 days.   [x] Yes  [ ]
No




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act)  [x] Yes  []
No




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check One)




Large
accelerated filer ___    Accelerated filer
___   Non-accelerated filer
___    Small reporting
company  X




APPLICABLE
ONLY TO CORPORATE ISSUERS




The
number of shares outstanding of each of the issuer's classes of common equity,
as of August 18, 2008:  555,013 common stock, $.001 par
value.
















Wincroft,
      Inc.BALANCE
      SHEET(unaudited)June
      30,
              
              
              March
      31,2008
              
              
              2008ASSETSCURRENT
      ASSETS:Cash
              
              $
              -
              
              
              $
              -Total Current Assets
              
              
              -
              
              
              
              -$
              -
              
              
              $
              -LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCURRENT
      LIABILITIES:Accounts payable and accrued expenses
              
              $
              4,585
              
              
              $
              9,293Related party payables
              
              
              14,391
              
              
              
              5,620Total Current Liabilities
              
              
              18,976
              
              
              
              14,913COMMITMENTS
      & CONTINGENCIES
              
              
              -
              
              
              
              -STOCKHOLDERS'
      DEFICIENCYPreferred stock, $.001 par value; 25,000,000 sharesauthorized, none issued and outstanding
              
              
              -
              
              
              
              -Common stock, no par value; 100,000,000 sharesauthorized, 555,013 issued and outstanding
              
              
              555
              
              
              
              555Additional paid-in capital
              
              
              1,209,245
              
              
              
              1,209,245Accumulated (Deficit)
              
              
              (1,227,643
              )
              
              
              (1,223,580
              )Less treasury stock, 1,024,528 shares at cost
              
              
              (1,133
              )
              
              
              (1,133
              )Total Stockholder's deficiency
              
              
              (18,976
              )
              
              
              (14,913
              )$
              -
              
              
              $
              -
  F1


Wincroft,
      Inc.STATEMENTS
      OF OPERATIONS(unaudited)For the three months endedJune
      30,
              
              
              June
      30,2008
              
              
              2007Revenues
              
              $
              -
              
              
              $
              -General
      and Administrative Expenses
              
              
              4,063
              
              
              
              10,413NET
      LOSS FROM OPERATIONS
              
              
              (4,063
              )
              
              
              (10,413
              )NET
      LOSS BEFORE INCOME TAXES
              
              
              (4,063
              )
              
              
              (10,413
              )PROVISION
      FOR INCOME TAXES
              
              
              -
              
              
              
              -NET
      LOSS$
              (4,063
              )
              
              $
              (10,413
              )NET
      LOSS PER SHARE - BASIC and DILUTED
              
              $
              (0.01
              )
              
              $
              (0.02
              )WEIGHTED
      AVERAGE OF COMMON SHARESOUTSTANDING -  BASIC and DILUTED
              
              
              555,013
              
              
              
              555,013


F2




Wincroft,
      Inc.STATEMENT
      OF CASH FLOWS(unaudited)For the three months endedJune
      30,
              
              
              June
      30,2008
              
              
              2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net loss
              
              $
              (4,063
              )
              
              $
              (10,413
              )Adjustments to reconcile net loss to net cash providedby (used) in operating activities:Increase in related party payable
              
              
              8,771
              
              
              
              10,349Decrease in accounts payable and accrued expenses
              
              
              (4,708
              )
              
              
              64NET
      CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES
              
              
              -
              
              
              
              -CASH
      FLOWS FROM INVESTING ACTIVITIES:
              
              
              -
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIES:
              
              
              -
              
              
              
              -NET
      DECREASE IN CASH
              
              
              -CASH,
      beginning of the period
              
              
              -
              
              
              
              -CASH,
      end of the period
              
              $
              -
              
              
              $
              -Supplemental
      disclosures of cash flow information:Cash
      paid:Interest
              
              
              -
              
              
              
              -Taxes
              
              
              -
              
              
              
              -





F3
 
 WINCROFT,
INC.
  NOTES
TO CONDENSED FINANCIAL STATEMENTS
  AS OF JUNE 30, 2008
  (UNAUDITED)







NOTE
A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Interim
Statements




The
accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.




In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. These
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Registrant's annual Form 10-KSB for the year
ended March 31, 2008.




Organization




The
Company was organized in May, 1980, as part of a quasi reorganization of Colspan
Environmental Systems. On 18th May, 1998, the Company amended the Articles of
Incorporation to change the Company's name to Wincroft, Inc., to effect a 100
for 1 forward stock split to increase the number of shares outstanding without
effecting the stated value of the common shares, and to authorized a class of
Preferred Shares.




Effective
at close of business on February 1, 2008, the Company, which had been a Colorado
corporation, reincorporated in the State of Nevada by merging into its
subsidiary, a Nevada corporation.  As a result of this change in
domicile, the Company is now governed by Nevada law, and the articles of
incorporation and bylaws of the Nevada corporation became the Company’s
governing instruments.  The change in domicile had no effect on the
Company’s financial condition or its business.




In
connection with the reincorporation merger, one new share of the Nevada
corporation was exchanged for every eight shares of the Colorado corporation
that had been outstanding, with any resulting fractional shares of the Nevada
corporation being rounded up to one whole share.  The effect of this
exchange was a 1-for-8 reverse split of the Company’s common
stock.  In addition, the authorized common stock was increased from
75,000,000 shares to 100,000,000 shares.




Capital
Stock




At June
30, 2008, the Company was authorized to issue 25,000,000 shares of $0.001 par
value preferred stock and 100,000,000 shares of $0.001 par value common
stock.  As of June 30, 2008 there were no preferred shares issued and
outstanding and there were 555,013 common shares issued and
outstanding.




The
holders of the Company's stock are entitled to receive dividends at such time
and in such amounts as may be determined by the Company's Board of Directors.
All shares of the Company's Common Stock have equal voting rights, each share
being entitled to one vote per share for the election of directors and for all
other purposes. All shares of the Company's Preferred Stock have a preference
over the Common Stock in the event of liquidation or similar action. The Board
of Directors of the Company is authorized to create series of Preferred Shares
designating the rights of the holders of the series. The preferred shares have
no voting rights.




Use
of Estimates




The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
differ from the estimates.




Recently
issued accounting pronouncements




In
December 2007, the Financial Accounting Standards Board (“FASB”) revised
Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business
Combinations”. This Statement requires an acquirer to measure the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquired entity at their fair values on the acquisition date, with goodwill
being the excess value over the net identifiable assets acquired. SFAS No.
141(R) is effective as of the beginning of the Company’s first fiscal year
beginning on or after December 15, 2008. The Company does not expect application
of SFAS No. 141 (R) to have a material effect on its financial
statements.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51”. This Statement
clarifies that a noncontrolling interest in a subsidiary should be reported as
equity in consolidated financial statements. The calculation of earnings per
share will continue to be based on income amounts attributable to the parent.
SFAS No. 160 is effective as of the beginning of the Company’s first fiscal year
that begins on or after December 15, 2008. The Company does not expect
application of SFAS No. 160 to have a material effect on its financial
statements.











F4





WINCROFT,
INC.
  NOTES
TO CONDENSED FINANCIAL STATEMENTS
  AS OF JUNE 30, 2008
  (UNAUDITED)




NOTE
A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




Recently
issued accounting pronouncements (continued)




In
February of 2007, the FASB issued SFAS no. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities—including an amendment of FASB
Statement No. 115”. SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The fair value option established by this Statement permits all
entities to choose to measure eligible items at fair value at specified election
dates. A business entity shall report unrealized gains and losses on items for
which the fair value option has been elected in earnings (or another performance
indicator if the business entity does not report earnings) at each subsequent
reporting date. This requirement is effective for the fiscal year ended March
31, 2009. The Company is currently reviewing this pronouncement, but believes it
will not have a material impact on the financial statements.




NOTE B: RELATED PARTY TRANSACTIONS




The
Company's President has advanced funds to pay creditors of the company. During
the three months ended June 30, 2008 a total of $8,771 was
advanced.  As a result, the Company owed $14,391 to its President at
June 30, 2008. Management intends to continue to fund expenses of the Company in
the upcoming year.




NOTE
C: GOING CONCERN




Since its
inception, the Company has incurred an accumulated deficit of $1,227,643. Since
April 2000, the Company has been dependent upon receipt of capital investment or
other financing to fund its continuing activities. The Company has not
identified any business combination and, therefore, has not ascertained with any
degree of certainty the capital requirements for any particular transaction. In
addition, the Company is dependent upon certain related parties to provide
continued funding and capital resources. These factors indicate substantial
doubt that the Company will be able to continue as a going concern. The
accompanying financial statements have been presented on the basis of the
continuation of the Company as a going concern and do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.











F5




Item
      2.
            Management
      Discussion and Analysis of Financial Condition and Results of
      Operations




Results
of Operations




We currently have no assets and no
operations.  During the three months that ended on June 30, 2008, we
realized no revenue and incurred $4,063 in operating expenses.  Our
operating expenses consist of fees to lawyers and accountants necessary to
maintain our standing as a fully-reporting public company and other
administration expenses attendant to the trading of our common
stock.





Our operating expenses in the three
months ended June 30, 2007 were higher than in the three months ended June 30,
2008 because majority ownership and management of our Company changed during the
2007 period.  This resulted in expenses for reporting and for
implementation of new management systems.  We do not expect the level
of our operating expenses to change in the future until we commence business
operations or acquire an operating business.





On August
18, 2008 Wincroft entered into a Merger Agreement, dated as of August 8, 2008
with Apollo Solar Energy, Inc., a Delaware corporation
(“Apollo”).  The Agreement provides that, if certain specified
conditions are satisfied, a wholly-owned subsidiary of Wincroft will merge into
Apollo, and Apollo will become a subsidiary of Wincroft.  In exchange
for the capital stock of Apollo, Wincroft will issue 44 million shares of its
common stock, which would represent 98.75% of Apollo’s outstanding common
stock.




The
significant conditions that must be satisfied before the merger can occur
are:




§
            Approval
      of the merger by the shareholders 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 automatically if the merger has not been consummated by August
31, 2008, unless extended by written agreement of Wincroft and
Apollo.  If the merger is completed, our future operations will be the
business of Apollo and its subsidiaries.  In that event, a Current
Report on Form 8-K will be filed containing the financial statements of Apollo
Solar Energy, Inc., as well as a description of its operations, both historical
and prospective.





Liquidity
and Capital Resources




At June 30, 2008 we had a working
capital deficit of ($18,976), due to the fact that we had no assets and owed
$18,976.  Our liabilities are owed primarily to our President, who has
financed our ongoing operations.  Our remaining liabilities, our
accounts payable, are owed primarily to our professional advisors.





Our operations consumed no cash during
the three months ended June 30, 2008, as our management paid our ongoing
expenses, increasing our amounts due to related parties.  In the
future, as long as we remain a shell corporation, it is likely that we will
continue to rely on loans and capital contributions to sustain our
operations.





To date we have supplied our cash needs
by making private placements of securities and obtaining loans from management
and shareholders.  We expect that our President will fund our
operations until we have completed an acquisition of an operating company and
that we will, therefore, have sufficient cash to maintain our existence as a
shell company for the next twelve months, if necessary.





The report from our independent
accountants on our financial statements for the year ended March 31, 2008 states
that there is substantial doubt as to our ability to continue as a going
concern.  In order to alleviate that doubt, our management is engaged
in seeking to acquire, through the issuance of capital stock, an operating
business that can sustain its operations.  We cannot tell at this time
whether such an acquisition will be accomplished.





The acquisition of Apollo Solar Energy,
Inc. mentioned above would result in a complete change to our capital
structure.  In the event that the merger is completed, the Current
Report on Form 8-K that will be filed will contain a discussion of the liquidity
and capital resources of Apollo and its subsidiaries.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition or results of
operations.





Item
      3
            Quantitative
      and Qualitative Disclosures About Market
Risk





Not
applicable.




Item
4.                      Controls
and Procedures




As of the
end of the period covered by this quarterly report, our Chief Executive Officer
and Chief Financial Officer (the "Certifying Officer") conducted evaluations of
our disclosure controls and procedures. As defined under Sections 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934 Act, as amended (the "Exchange
Act") the term "disclosure controls and procedures" means controls and other
procedures of an issuer that are designed to ensure that information required to
be disclosed by the issuer in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SEC's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the issuer 's management, including the Certifying Officer, to
allow timely decisions regarding required disclosure. Based on this evaluation,
the Certifying Officer has concluded that our disclosure controls and procedures
were effective to ensure that material information is recorded, processed,
summarized and reported by our management on a timely basis in order to comply
with our disclosure obligations under the Exchange Act, and the rules and
regulations promulgated thereunder.




There was
no change in internal controls over financial reporting (as defined in Rule
13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in
connection with the evaluation described in the preceding paragraph that
occurred during the Company’s first fiscal quarter that has materially affected
or is reasonably likely to materially affect the Company’s internal control over
financial reporting.






-
6 -






PART II - OTHER INFORMATION






Item 6. Exhibits




31
            Rule
      13a-14(a) Certification32
            Rule
      13a-14(b) Certification








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 thereto
duly authorized.




Wincroft, Inc.





Dated:  August
18,
2008                                                                           By:/s/ Xiaojin
Wang


Xiaojin Wang, Chief Executive Officer















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7 -