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 25, 2003
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Score One, Inc.
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(Exact name of registrant as specified in its chapter)
NV 0-26717 880409164
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
Unit 2, 33/F, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, Hong Kong
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 011-852-2406-8978
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
Ho Wing Cheong resigned as Chairman of the Board of Directors of the Company as
well as a director of Advanced Technology Holdings, Inc., a wholly-owned
subsidiary, and Fu Cheong International Holdings Limited, a 58%-hold subsidiary
of Advanced Technology Holdings, Inc. Kwok Shuk Wah also resigned as a director
of the Company.
Item 2. Acquisition or Disposition of Assets.
The November 2002 transaction with Good Step Limited has been rescinded.
Pursuant to an exchange agreement dated as of November 1, 2002, the Company had
acquired 1,000 ordinary shares of Good Step, constituting all of its issued and
outstanding shares, from shareholders of Good Step, in exchange for 57,000
shares of Series B Non-Voting Convertible Preferred Stock after six months, plus
cash again after six months.
The plans and purposes for which the parties entered into the exchange agreement
had not been realized and both parties mutually desired to rescind the
transaction, to return the consideration given and received in the transaction
and to release the other party from any obligation or liability arising out of
the exchange agreement. The rescission transaction closed on March 25, 2003.
Also as of March 25, 2003, the Board of Directors determined to dispose of both
Advanced Technology Holdings Limited, a wholly-owned subsidiary, and Fu Cheong
International Holdings Limited, a 58%-held subsidiary of Advanced Technology, by
transferring to I.World Limited, the 82% shareholder of the Company, all of
Advanced Technology securities held by the Company in exchange for all of the
securities of the Company held by I.World (for cancellation). The exchange
transaction closed as of March 25, 2003.
See Item 5, below, for disclosure about financial information reflecting the
rescission of the Good Step transaction and the disposition of Advanced
Technology (and Fu Cheong).
The Board of Directors believes that the rescission of the Good Step transaction
and the disposition of Advanced Technology (and Fu Cheong) provides the Company
with greater flexibility in pursuing new business opportunities to enhance
shareholder value. Although the Company has not entered into any agreement or
contract or understanding for any acquisition, it is engaged in preliminary,
exploratory discussions with several entities.
Item 5. Other Events and Required FD Disclosure
The Company contemplates that the rescission of the Good Step transaction and
the disposition of Advanced Technology (and Fu Cheong) will be reflected in the
financial statements included in its annual report on Form 10-KSB for the fiscal
year ended December 31, 2002. However, the Company anticipates that its annual
report will not be filed until well after March 31, 2003, the due date, because
of delays experienced in engaging new auditors and the reluctance of U.S.-based
auditors to travel to Hong Kong to complete the audit during the current SARS
(Severe Acute Respiratory Syndrome) epidemic. Accordingly, the Company cannot
predict with any certainty when new auditors will be engaged or when the audit
for fiscal year 2002 will be completed.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a), (b) See Item 5, above, for disclosure about financial statements and pro
forma financial information about the rescission of the Good Step transaction
and the disposition of Advanced Technology (and Fu Cheong).
(c) Exhibits
Exhibit 10.1 Rescission Agreement between Score One, Inc. and Good Step
Limited
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.
SCORE ONE, INC.
Date: April 11, 2003 By ___________________________
Ho Wing Hung, Director