-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QDXEhaMwqNVlbGpyIqE/59KVDupojCoCOtuvhahr1I/3G59L3WvjWinqHzk3y6XI Lb631IgpC8DEkcgygE6HVw== 0001001808-05-000008.txt : 20050712 0001001808-05-000008.hdr.sgml : 20050712 20050712143050 ACCESSION NUMBER: 0001001808-05-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050712 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050712 DATE AS OF CHANGE: 20050712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINDOW ROCK CAPITAL CORP CENTRAL INDEX KEY: 0001001808 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 861040643 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29262 FILM NUMBER: 05950142 BUSINESS ADDRESS: STREET 1: 9730 HARRISON LANE CITY: MISSOURI CITY STATE: TX ZIP: 77459 BUSINESS PHONE: 8322251372 MAIL ADDRESS: STREET 1: 9730 HARRISON LANE CITY: MISSOURI CITY STATE: TX ZIP: 77459 FORMER COMPANY: FORMER CONFORMED NAME: NEW MORNING CORP DATE OF NAME CHANGE: 20041004 FORMER COMPANY: FORMER CONFORMED NAME: TIMEBEAT COM ENTERPRISES INC / DATE OF NAME CHANGE: 20001101 FORMER COMPANY: FORMER CONFORMED NAME: AGC AMERICAS GOLD CORP DATE OF NAME CHANGE: 19970513 8-K 1 form8knwmn12jul05.txt FORM 8-K, DATED JULY 12, 2005 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): July 12, 2005 WINDOW ROCK CAPITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 0-29260 (Commission File Number) 86-1040643 (IRS Employer Identification Number) 6100 Neil Road, Suite 500 Las Vegas, Nevada 89511 (Address of principal executive offices) 832-225-1372 (Registrants telephone number, including area code) 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 (see General Instruction A.2 below): 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)) Item 2.01. Completion of Acquisition or Disposition of Assets On July 7, 2005, the management of Window Rock Capital Corporation came to an agreement with the Jiaxin Consulting Group of Richmond, British Columbia. The parties agreed that Window Rock would joint venture, partially acquire, and develop a 50 hectare parcel of land with an approximate value of $24 million USD (estimate) asset located in the Peoples Republic of China, in the vicinity of Guangzhou, Guangdong Province. A copy of the agreement is attached. Item 9.01. Financial Statements and Exhibits. Exhibits: Regulation S-B Number Document 99.1 Letter of Intent and Agreement, dated July 7, 2005 99.2 Press Release, dated July 12, 2005 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. Dated: July 12, 2005 WINDOW ROCK CAPITAL CORPORATION By: /s/ Charles R. Shirley Name: Charles R. Shirley Title: Chairman, CEO and Corporate Secretary EX-1 2 agreement7jul05jiaxinwinrck.txt LETTER OF INTENT & AGREEMENT, JULY 7, 2005 122 North Camellia Grove The Woodlands, Texas 77382 Thursday, July 07, 2005 Mr. Philip Sewell Mr. Lincoln Parke Jiaxin Consulting Group, Inc. 1234 Glen Drive Vancouver, British Columbia CANADA V6A 3M9 RE: Letter of Intent and Agreement Dear Philip and Lincoln: This letter is a follow up to our meeting on June 12th, 2005 in Vancouver and our telephone conference call of today, July 7th, 2005. With this Letter (LOIA) Window Rock Capital Corporation (public stock symbol: NWMN) (WRCC) expresses its intent to engage in a reverse merger with Jiaxin Consulting Group, Inc. (JCGI), concerning a 50 hectare, $24 million USD (estimate) asset located in the Peoples Republic of China, in the vicinity of Guangzhou, Guangdong Province (hereinafter China asset) and JCGI and WRCC agree on general terms of the merger. WRCC, a publicly-traded company, will provide a subsidiary company, Mesa Resort Development Corporation (public stock symbol: MRDV) (MRDV), which will also be publicly-traded. Procedure and Structure The structure we agree upon is where both WRCC and JCGI share in the benefits of our combined work and effort. We agree that the China asset will be placed in MRDV and MRDV will become a subsidiary of WRCC for a minimum two years beginning August 7, 2005. In exchange for placing the China asset in MRDV, WRCC agrees to issue to JCGI eighty percent (80%) of the common shares of MRDV, WRCC will maintain control of twenty percent (20%) of the common shares of MRDV. WRCC has been in existence, under different names of course, for twenty years, since 1985 and it has been a public company since 1996, i.e., nine years. WRCC has a 15c211 and over 200 shareholders throughout the United States. It has traded on the OTCBB in the past and with a few filings can easily return there. MRDV has been in existence since March 2005 and it has in place a CUSIP number and a stock symbol. We agree that MRDV will become a subsidiary of WRCC for at least two years so that MRDV benefits from WRCCs 15c211 and shareholder base. In exchange for agreeing to place the asset in MRDV and to place MRDV in WRCC, WRCC agrees to issue the appropriate number of shares of WRCC to JCGI to equal thirty percent of issued and outstanding shares of WRCC as of August 7, 2005, this share issuance is also in exchange for JCGIs assistance in management. WRCC and JCGI agree that going forward from August 7, 2005, there will be dilution of each partys respective shareholdings. We agree on the two year timeframe so that WRCC can obtain the funding required for the development of the China asset (i.e., a theme park, etc.). With this LOIA, WRCC and JCGI agree that WRCC will provide public market management, which includes investor relations, SEC filing management (attorneys, accountants and auditors), and most importantly funding. As for management of the project itself, we agree that JCGI will be the operational management of MRDV. JCGI will make the decisions on how the project develops on the ground in China. However, WRCC will maintain an oversight position so that we can, in good faith, report to our shareholders concerning the progress in the development of the project. Mr. Henry Leon, whose background is attached to this letter, will be, for the most part, the eyes and ears of WRCC. We agree that we will follow up this LOIA with other documents to implement this LOIA. Thank you for your attention to this matter. I can be reached on 1-832-225-1372. Best regards, WINDOW ROCK CAPITAL CORPORATION Charles R. Shirley Chairman and CEO AGREED: JIAXIN CONSULTING GROUP, INC. Philip Sewell CEO EX-2 3 release12jul05jiaxin.txt PRESS RELEASE, DATED JULY 12, 2005 WINDOW ROCK CAPITAL CORP. TO DEVELOP CHINESE REAL ESTATE HOUSTON JULY 12, 2005 Window Rock Capital Corp. (OTC: NWMN) today announced it has entered into a letter of intent with Jiaxin Consulting Group, Richmond, British Columbia under which a Window Rock subsidiary will transfer to Jiaxin 80% ownership of its Mesa Resort Development Corp. (OTC: MRDV) and Window Rock will retain 20%. Window Rock and Jiaxin, through Mesa, will jointly develop and manage a 50 hectare (123.5 acre) parcel of land valued at approximately $24.5 million USD, on the outskirts of Guangzhou in the rapidly growing Guangdong Province of Southern China. Charles R. Shirley, CEO of Window Rock, stated, Our relationship with Jiaxin, and contemplated future relationships, will allow Window Rock shareholders to participate in the continued expansion of the Chinese economy. We will clearly benefit from Jiaxins expertise as we add value and improvements to the real estate to meet the needs of the residents of Guangzhou and the nearby megalopolis of Hong Kong and Shenzhen. Upon completion of the transaction and in consideration for the aforementioned real estate, Jiaxin will own approximately 30% of Window Rocks issued and outstanding shares. Window Rock Capital Corp., formerly New Morning Corp., recently reorganized to participate in the growth potential associated with real estate development, infrastructure and investment projects occurring within China, as well as Western opportunities where the Company can realize value for its shareholders. Jiaxin Consulting Group, Inc., a subsidiary of Jiaxin Group, Inc., represents medium sized businesses valued from $1,000,000 to $50,000,000 in China. The company offers a full range of advisory, mergers and acquisition services to buyers and sellers, including valuation and marketing packages to facilitate the sale and acquisition of businesses. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release that express the current beliefs and expectations of our management are forward- looking statements. These forward-looking statements are subject to risks and uncertainties that could cause our future results, performance or achievements to differ significantly from the results, performance or achievements expressed or otherwise implied by such forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update publicly or revise any of the forward-looking statements. ### Charles R. Shirley charles@aidancapital.com 832-225-1372 Robert Bleckman robertbleckman@sbcglobal.net 713-521-2147 Phillip Sewell The Jiaxin Group, Inc. 011-86-22-24109077 psewell@epipoint.com www.jxingroup.com -----END PRIVACY-ENHANCED MESSAGE-----