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
January 12, 2015
Date of Report
(Date of Earliest Event Reported)
CRANE GLOBAL ENERGY COMPANY
(Exact Name of Registrant as Specified in its Charter)
WINTER VALLEY ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-55230 47-1376043
(State or other (IRS Employer
jurisdiction (Commission File Number) Identification No.)
of incorporation)
220 Newport Center Drive
Suite 585
Newport Beach, California 92660
(Address of principal executive offices) (zip code)
800 715 8860
(Registrant's telephone number, including area code
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
ITEM 3.02 Unregistered Sales of Equity Securities
On January 13, 2015 Crane Global Energy Company (formerly Winter
Valley Acquisition Corporation) (the "Registrant" or the "Company")
issued shares of its common stock pursuant to Section 4(2) of the
Securities Act of 1933 at par representing 99% of the total outstanding
20,000,000 shares of common stock as follows:
18,000,000 TOSDAC Limited (a Hong Kong Corporation)
1,800,000 Kunoichi Industries, Inc.
With the issuance of the stock and the redemption of 19,800,000
shares of stock (discussed below), the Company effected a change in its
control and the new majority shareholder(s) elected new management of
the Company. The Company may develop its business plan by future
acquisitions or mergers but no agreements have been reached regarding
any acquisition or other business combination. The Company changed
its name as part of the change in control. If the Company makes any
acquisitions, mergers or other business combination, the Company will
file a Form 8-K but until such time the Company remains a shell
company.
ITEM 5.01 Changes in Control of Registrant
On January 12 2015, the following events occurred which resulted in
a change of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,800,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001
per share for an aggregate redemption price of $1,980.
2. The then current officers and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G filed
on June 18, 2014 as amended and supplemented by the information contained
in this report.
The Registrant was established as a biomass power plant developer in
Japan with the intention and opportunities to expand globally. The
Registrant has entered into a power purchase agreement with the Japanese
government with installed capacity of 50 megawatts under which the government
will purchase all electricity produced under the agreement. Other
installations globally will be designed to produce power for local
governments using biomass feedstock or solid waste.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On January 12, 2015, James M. Cassidy resigned as the Registrant's
president, secretary and director.
On January 12, 2015, James McKillop resigned as the Registrant's
vice president and director.
On January 12, 2015, the following individuals were elected directors
of the Registrant:
Ted Koshi Davidoff
Takujiro Hamada
Shoji Kenmochi
Hisao Nakano
Rolf Berthold
Mitsumasa Okuda
Kimiko Okuda
Nemo Perera
On January 12, 2015, the following individuals were appointed to the
executive offices of the Registrant listed below.
Ted Koshi Davidoff Chief Executive Officer, Secretary
and Treasurer
Shoji Kenmochi Chief Financial Officer
Ted Koshi Davidoff serves as a director and Chief Executive Officer of
the Company. Mr. Davidoff has focused his career in both international
and entrepreneurial finance having most recently worked with several
successful funds and ventures including serving as chief executive officer
of GD Power Co., Ltd. (2014) and TOSDAC Ltd. (2013), serving as a director
of Global Arena Capital Inc. (2011) and President of eVision Co., Ltd.
(2008). In 1981, Mr. Davidoff enter began a successful career in trading
private and commercial paper and oil trade on the HK Exchange and as a
member of ICCH (Commodities Currency and Bond). In 1990, he formed a joint
venture between Austin Nicholls Bahamas Corp, Berthland Capital and Yamaich
Securities and others, providing asset management services for both
institutional an private clientele. Mr. Davidoff has focused specifically
on furthering the development of biomass power generation which offers
benefits for his homeland of Japan. With a strong political lineage
coupled with his financial training and corporate implementation, the
Company believes that Mr. Davidoff is strong corporate leader.
Takujiro Hamada, Esq. serves as a director of the Company. Mr. Hamada
is an attorney and politician. He is a member of the Japanese House of
Representatives (4 Stage) and in 1980 was a member of the Japanese House
of Councilors (Phase 1). Since 2004, Mr. Hamada has practiced law in Tokyo
in the Hamada Law Office. Mr. Hamada received his Master of Political
Science from Tokyo University. The Company believes that Mr. Hamada's
political experience and relationships will serve as valuable assets to
the Companies.
Shoji Kenmochi, CPA, serves as a director and Chief Financial Officer
of the Company. Mr. Kenmochi is and economist and CPA. He has had a
successful career in leading and managing public works projects acting on
behalf of taxpayers and investors. The Company believes that Mr. Kenmochi's
educational and professional and senior level financial expertise will
provide financial guidance to the Company.
Hisao Nakano serves as a director of the Company. From 1979 to 2006,
Mr. Nakano was a member of the Toshiba Power Systems Company and has
planned and designed numerous nuclear power plants, including the "Monju
Nuclear Power Plant" which utilizes a revised nuclear fuel reprocessing.
Mr. Nakano has over 30 years experience in nuclear power and presently
consults and designs biomass power plants. Mr. Nakano holds a Bachelor of
Engineering degree from Chuo University.
Rolf Berthold serves as a director of the Company and vice president of
project management. Mr. Berthold is the managing partner at Berthold &
Kotthoff Associates Pvt Ltd, a hospitality specific investment advisory,
property brokerage, project development and consulting firm. Mr. Berthold
has experience in hotel management, revenue analysis and yield management.
Mitsumasa Okuda serves as a director of the Company and vice president
of logistics and feedstock procurement. Mr. Okuda has assumed a senior
leadership role in the family business which includes a portfolio of hotels
and historic golf course in Japan. He has experience in commercial logistics
and has the procurement of internationally coursed goods, services and
feedstock. Mr. Okuda received his Bachelor of Business Administration
from Seijo University, Japan.
Kimiko Okuda serves as a director of the Company and vice president
for public relations. Ms. Okuda is politically active and assists in
the family hotel and golf business serving high net worth individuals
including politicians, entrepreneurs and financiers. Ms. Okuda is a
partner of Golf West, a high-end golfing and wine club. Ms. Okuda holds
a Bachelor of Arts degree from Tamagawa University with an expertise in
communication and organization.
Nemo Anthony Perera serves as a director of the Company and vice
president of finance. Mr. Perera is a founder and principal of Edge
Management Consultants, risk finance specialists. In 1998, Mr. Perera
founded Risk Capital Partners, a specialty insurance brokerage that helps
unlock financing sources through the innovative use of insurance coverage
across a broad array of industries most notably "green tech". In 1992,
Mr. Perera trained at AIG in a management program developing a deep
understanding of non-traditional insurance products with a focus on
balance sheet related risks. Mr. Perera received his Bachelor in Science
in Biochemistry from the University of California, Long Beach and a
Masters of Business Administration from the University of Southern
California.
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 hereunder duly authorized.
CRANE GLOBAL ENERGY COMPANY
Date: January 15, 2015 Ted Koshi Davidoff
Chief Executive Officer