XIANGTIAN (USA) AIR POWER CO., LTD. (Form: 8-K, Received: 05/29/2012 17:21:32)

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

Date of Report (Date of Earliest Event Reported): May 25, 2012

XIANGTIAN (USA) AIR POWER CO., LTD.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-52735	98-0632932
(Commission File Number)	(IRS Employer Identification No.)

c/o Luck Sky International Investment Holdings Limited

Unit 602 Causeway Bay Comm Bldg 1

Sugar Street, Causeway Bay

Hong Kong, People’s Republic of China

(Address of principal executive offices and zip code)

+86 10 859 10 261

(Registrant's telephone number including area code)

Goa Sweet Tours Ltd.

(Registrant's former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))

[ ] 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 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.

On May 25, 2012, the registrant (the “Company”), which was then known as Goa Sweet Tours Ltd,. caused to be formed a corporation under the laws of the State of Delaware called Xiangtian (USA) Air Power Co., Ltd. ("Merger Sub") and on the same day, acquired one hundred shares of Merger Sub's common stock for cash. As such, Merger Sub became a wholly-owned subsidiary of the Registrant.

Effective as of May 29, 2012, Merger Sub was merged with and into the Company. As a result of the merger, the Company’s corporate name was changed to “Xiangtian (USA) Air Power Co., Ltd.” Prior to the merger, Merger Sub had no liabilities and nominal assets and, as a result of the merger, the separate existence of the Merger Sub ceased. The Company was the surviving corporation in the merger and, except for the name change provided for in the Agreement and Plan of Merger, there was no change in the directors, officers, capital structure or business of the Company.

The Company, as the parent domestic Delaware corporation, owning at least 90 percent of the outstanding shares of Merger Sub, under Delaware law may merge Merger Sub into itself without stockholder approval and effectuate a name change without stockholder approval.

A copy of the Agreement and Plan of Merger and a copy of the Articles of Merger are incorporated herein by reference and filed as Exhibits 2.1 and 3.1, respectively, to this Current Report on Form 8-K.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger
3.1		Articles of Merger

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 thereunto duly authorized.  

XIANGTIAN (USA) AIR POWER CO., LTD.

By: /s/ Deng Rong Zhou
Name: Deng Rong Zhou
Title: Chief Executive Officer

Dated: May 29, 2012

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of May 25, 2012, between Goa Sweet Tours Ltd., a Delaware corporation (“ Parent ”), and Xiangtian (USA) Air Power Co., Ltd., a Delaware corporation and a direct wholly owned subsidiary of Parent (“ Merger Sub ”). Parent and Merger Sub are hereinafter collectively referred to as the “ Constituent Corporations .”

WITNESSETH:

WHEREAS, the board of directors of Parent has determined that it is advisable and in the best interests of the respective companies and shareholders to enter into a business combination by means of the merger of Merger Sub with and into Parent (the “ Merger ”) and has approved and adopted this Agreement and Plan of Merger (the “ Agreement ”);

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Merger and Effective Time . Upon the filing of the articles of merger (the “ Articles of Merger ”), entered into concurrently herewith, with the Secretary of State of the State of Delaware, Merger Sub shall be merged with and into Parent (the “ Merger ”) and Parent shall be the surviving corporation of the Merger (the “ Surviving Corporation ”) effective on May 29, 2012 (the “ Effective Time ”).

Effect of Merger . At the Effective Time, the separate existence of the Constituent Corporations shall cease. The effect of the Merger shall be as provided in the Delaware General Corporation Law. Without limiting the generality of the foregoing, all rights, powers, privileges, obligations and duties of Merger Sub shall become the rights, powers, privileges, obligations and duties of the Surviving Corporation.

Name of Surviving Corporation . The name of the Surviving Corporation shall be changed to “Xiangtian (USA) Air Power Co., Ltd.”

Governing Documents . The Articles of Incorporation of Parent, only amended to the extent provided in the Articles of Merger to change its name, and the Bylaws of Parent, as in effect at the Effective Time, shall continue in full force and effect as the Articles of Incorporation and Bylaws of the Surviving Corporation until sooner terminated or changed as permitted by the provisions of Delaware General Corporation Law, as amended.

Directors and Officers . At the Effective Time, the directors and the officers of the Surviving Corporation shall be the incumbent directors and officers of Parent, all of whom shall hold their positions as directors and officers until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the Articles of Incorporation or Bylaws of the Surviving Corporation.

Conversion of Securities and Consideration . At the Effective Time, by virtue of the Merger and in consideration therefor, and without any action on the part of the Constituent Corporations or any stockholder thereof, (i) each share of Merger Sub’s Common Stock shall be cancelled, and (ii) each share of Parent’s Common Stock shall remain unchanged in the hands of the holder thereof as an outstanding share of the Surviving Corporation.

Representations of Parent . Parent represents and warrants to Merger Sub that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and Plan of Merger and to execute the Articles of Merger and to perform its obligations thereunder, (c) this Agreement has been duly executed and delivered by Parent, and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Parent, enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Articles of Incorporation or Bylaws of Parent.

Representations of Merger Sub . Merger Sub represents and warrants to Parent that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and Plan of Merger and to execute the Articles of Merger and to perform its obligations thereunder, (c) this Agreement has been duly executed and delivered by Merger Sub, and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Merger Sub, enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Articles of Incorporation or Bylaws of Merger Sub.

Entire Agreement . This Agreement sets forth the entire agreement and understanding among the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every kind and nature among them.

10.

Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect.

11.

Termination and Abandonment . Prior to the Effective Time, this Agreement may be terminated and the Merger abandoned by the Board of Directors of Parent.

12.

Amendment . Prior to the Effective Time, this Agreement may be amended, modified or supplemented by the Board of Directors of Parent.

13.

Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.

14.

Headings . The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

15.

Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

GOA SWEET TOURS LTD.

By: /s/ Zhou Deng Rong

Name: Zhou Deng Rong

Title: Chief Executive Officer

XIANGTIAN (USA) AIR POWER CO., LTD.

By: /s/ Zhou Deng Rong

Name: Zhou Deng Rong

Title: Chief Executive Officer

STATE OF DELAWARE

CERTIFICATE OF OWNERSHIP AND MERGER

XIANGTIAN (USA) AIR POWER CO., LTD.

INTO

GOA SWEET TOURS LTD.

Pursuant to Section 253 of the Delaware General Corporation Law the undersigned duly elected and acting Chief Executive Officer of Goa Sweet Tours Ltd. (the “ Corporation ”) hereby certifies the following information relating to the merger (the “Merger”) of Xiangtian (USA) Air Power Co., Ltd. (“ Subsidiary ”) with and into the Corporation.

FIRST : The name and jurisdiction of formation or organization of each of the constituent corporations to the Merger are as follows:


Name	State
Xiangtian (USA) Air Power Co., Ltd.	Delaware
Goa Sweet Tours Ltd.	Delaware

SECOND : The Corporation is the owner of all of the issued and outstanding capital stock of the Subsidiary.

THIRD : Subsidiary is hereby merged with and into the Corporation.

FOURTH : The board of directors of the Corporation duly adopted the resolution attached hereto as Exhibit A in connection with the Merger, with the Corporation to be the surviving corporation (the “ Surviving Corporation ”).

FIFTH : The name of the Surviving Corporation shall be “Xiangtian (USA) Air Power Co., Ltd.”

SIXTH : The certificate of incorporation of the Corporation, as in effect immediately prior to the Merger, shall be the certificate of incorporation of the Surviving Corporation.

SEVENTH : The Merger shall be effective at the time this Certificate of Ownership and Merger is filed with the Office of the Secretary of State of the State of Delaware.

Dated: May 29, 2012

GOA SWEET TOURS LTD.

By:_ /s/ Zhou Deng Rong

Name: Zhou Deng Rong

Title: Chief Executive Officer

Exhibit A