UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended June 30, 2003.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from ____ to ____.
Commission File Number 000-26717
SCORE ONE, INC.
(Name of small business issuer in its charter)
Nevada 88-0409164
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Suites 2203-06, Level 22, Office Tower, Langham Place, 8 Argyle Street, Mongkok,
Kowloon, Hong Kong
(Address of principal executive offices)
011 852 3105 5063
(Issuer's telephone number)
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 such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]
The number of shares of common stock, par value $.001 per share, outstanding of
the issuer as of April 4, 2006 was 31,162,902 shares.
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Transitional small business disclosure format (check one) Yes [ ] No [X]
TABLE OF CONTENTS
PART I
Item 1. Consolidated Financial Statements 1
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3. Controls and Procedures 9
PART II
Item 1. Legal Proceedings 9
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of the Shareholders 9
Item 5. Other Information 9
Item 6. Exhibits 10
SIGNATURES 11
DOCUMENTS TO BE INCORPORATED BY REFERENCE
-----------------------------------------
The following documents are incorporated by reference herein: (i) Score One,
Inc.'s Registration Statement No. 000-26717 on Form 10-SB as filed July 15,
1999, (ii) Score One, Inc.'s Report on Form 8-K as filed March 15, 2000, (iii)
Score One, Inc.'s Report on Form 10-KSB as filed April 16, 2002, (iv) Score One,
Inc.'s Report on Form 10-QSB as filed August 15, 2002, (v) Score One, Inc.'s
Report on Form 8-K as filed November 15, 2002, (vi) Score One, Inc.'s Report on
Form 8-K as filed March 31, 2006, (vii) Score One, Inc.'s Report of Form 8-K
filed April 11, 2006, (viii) Score One, Inc.'s Definitive Schedule 14A as filed
August 6, 2002 and (ix) Score One, Inc.'s Report on Form 10-KSB as filed April
17, 2006.
ITEM 1. FINANCIAL STATEMENTS.
Score One, Inc.
Balance Sheet (unaudited, in USD)
As of June 30, 2003
Assets
Investment held for disposal -
----------------
Total assets -
================
Liabilities and Stockholders' Equity
Liabilities -
Stockholders' deficit
Preferred stock
5,000,000 shares authorized, $0.001 par value,
Series A convertible, authorized 500,000 shares
138,181 shares issued and outstanding
Series B convertible, authorized 57,000 shares,
no shares issued and outstanding 138
Common stock
50,000,000 shares authorized, $0.001 par value,
1,162,902 shares issued and outstanding 1,163
(Accumulated deficit) (1,301)
----------------
Total stockholders' equity -
----------------
Total liabilities and stockholders' deficit -
================
The accompanying notes are an integral part of these financial statements.
1
Score One, Inc.
Statements of Operations (unaudited, in USD)
For the six months ended June 30
Score One, Inc.
Statements of Operations (unaudited, in USD)
For the six months ended June 30
Six months ended Six months ended
June 30, 2003 June 30, 2002
----------------- -----------------
Net sales $ - $ -
Cost of sales - -
----------------- -----------------
Gross profit - -
General and administrative expenses - -
----------------- -----------------
Income from operations - -
(Loss)/income from discontinued operations (8,460,132) 4,472,553
----------------- -----------------
Net (loss) for the period $(8,460,132) $4,472,553
================= =================
(Loss)/earnings per share - basic $ (2.97) $ 0.93
================= =================
(Loss)/earnings per share - diluted $ (2.84) $ 0.91
================= =================
Weighted average number of shares - basic 2,844,137 4,785,564
================= =================
Weighted average number of shares - diluted 2,982,318 4,923,745
================= =================
The accompanying notes are an integral part of these financial statements.
2
Score One, Inc.
Statements of Cash Flows (unaudited, in USD)
For the six months ended June 30
Six months Ended Three months Ended
June 30, 2003 June 30, 2002
-------------------------- --------------------------
Cash flows provided by (used for) operating activities:
Income from operations $ - $ -
-------------------------- --------------------------
Cash flows (used for) investing activities:
Transfer to investment held for disposal
- (566,449)
-------------------------- --------------------------
Net (decrease) in cash - (566,449)
Cash, beginning of period - 566,449
-------------------------- --------------------------
Cash, end of period $ - $ -
========================== ==========================
Supplemental disclosure of cash flow information:
Interest paid $ - $ -
Income tax paid $ - $ -
Non-cash financing activities:
Disposal of investment $ 8,631,988 $ -
Transfer to investment held for disposal $ - $ 566,449
The accompanying notes are an integral part of these financial statements.
3
SCORE ONE, INC. (THE "COMPANY")
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003 (UNAUDITED)
NOTE 1 - ORGANIZATION AND OPERATIONS
The interim financial statements of the Company for the six months ended June
30, 2003 were not audited. The financial statements are prepared in accordance
with the requirements for unaudited interim periods, and consequently do not
include all disclosures required to be in conformity with accounting principles
generally accepted in the United States of America.
These consolidated financial statements reflect all adjustments that, in the
opinion of management, are necessary to present fairly the results of operations
for the interim periods presented. All adjustments are of a normal recurring
nature, unless otherwise disclosed.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
A summary of the Company's significant accounting policies applied in the
preparation of the accompanying financial statements follows.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has determined that the book value of the Company's investment held
for disposal at December 31, 2002 approximates fair value.
USE OF ESTIMATES
In preparing the Company's financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the 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 could materially differ from those
estimates.
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
In accordance with SFAS No. 128, "Earnings per Share," the basic earnings (loss)
per common share is computed by dividing net earnings available to common
stockholders by the weighted average number of common shares outstanding.
Diluted earnings (loss) per common share is computed similarly to basic earnings
(loss) per common share, except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. As of June 30, 2003, the Company did not have any dilutive common
stock equivalents save for the Series A Convertible Preferred Stock issued and
outstanding.
4
RECENT ACCOUNTING PRONOUNCEMENTS
Management believes that the adoption of any new relevant accounting
pronouncements will not have a material effect on the Company's results of
operations or its financial position.
NOTE 3 - INVESTMENT HELD FOR DISPOSAL
The Company was formerly in the printed circuit board manufacture business. As
of March 25, 2003, the Board of Directors determined to dispose of Advanced
Technology, a wholly-owned subsidiary, 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
Limited (for cancellation). The exchange transaction closed as of March 25,
2003. Accordingly, for the year ended December 31, 2002, the income recorded
from Advanced Technology was reclassified as income from discontinued operations
and the results of operations of Advanced Technology was not consolidated. In
addition, the investment in this subsidiary was reclassified as investment held
for disposal in the Company's balance sheet as of December 31, 2002 based on its
latest available net asset value.
NOTE 4 - SUBSEQUENT EVENTS
On October 21, 2005, the Company entered into a Business Restructuring Agreement
(the "Agreement") with Team Allied Profits Limited, a British Virgin Islands
corporation (the "Consultant"). The Consultant was engaged by the Company to
provide business restructuring services in order to solicit suitable businesses
in Hong Kong or China with net asset values not less than $4,000,000 for
acquisitions by the Company in order to restructure its business operations. In
this connection, 30,000,000 shares of the Company's common stock were issued to
the Consultant on April 7, 2006.
On February 7, 2006, the Company purchased a Hong Kong corporation called RC
Capital Limited ("RC Capital") for $1.00 as a wholly-owned subsidiary. RC
Capital was a dormant company with no assets and liabilities and was formerly
known as Richley (China) Limited. There is no written agreement for the purchase
of RC Capital. RC Capital is currently the Company's wholly owned operating
subsidiary.
On April 9, 2006, the Company entered into a Sale and Purchase Agreement (the
"Sale and Purchase Agreement") with RC Capital, Dalian Fengming International
Recreation Town Co., Ltd. ("Dalian Fengming") and Ms. Hoi-ho Kiu, CEO of the
Company, which sets forth the terms and conditions of the acquisition of Dalian
Fengming International Recreation Town Phase II ("Recreation Town") in exchange
for 28,000,000 shares of common stock in the Company. The transaction is
contemplated to be closed on or before July 31, 2006.
Recreation Town is a piece of undeveloped land of 1,000,000 square meters
located in a peninsula in Dalian, China. Recreation Town was part of a large
resort project originally planned to be developed by Dalian Fengming in 1992
which was never started due to lack of financing for development. According to
Dalian Fengming, the current market value of Recreation Town is approximately
RMB 600 million (approximately $75,000,000).
There were never any operations conducted with Recreation Town. The Company
plans to commence the development of Recreation Town in the near future.
5
Accordingly, it is actively seeking equity and/or debt financing in an amount up
to $25,000,000, in order to finance the anticipated development costs.
Pursuant to the Agreement, the Company shall issue 18,000,000 shares and
10,000,000 shares of common stock to Ms. Hoi-ho Kiu and Dalian Fengming,
respectively. The total fair market value of such shares is considered to be
$75,000,000.
FORWARD-LOOKING STATEMENTS
THE FOLLOWING INFORMATION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS OF OUR
MANAGEMENT. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE
HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT. FORWARD-LOOKING
STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS
"MAY," "COULD," "EXPECT," "ESTIMATE," "ANTICIPATE," "PLAN," "PREDICT,"
"PROBABLE," "POSSIBLE," "SHOULD," "CONTINUE," OR SIMILAR TERMS, VARIATIONS OF
THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE FORWARD-LOOKING STATEMENTS
SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT ON
THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE
REASONABLE. OUR FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND
NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE
FORWARD-LOOKING STATEMENTS.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
The following discussion and analysis should be read in conjunction with the
financial statements, including the notes thereto, appearing elsewhere in this
report.
General
The Company was incorporated in the State of Nevada on June 7, 1996.
The Company was formerly in the printed circuit board manufacture business but
has not had any business operations since March 25, 2003. As of March 25, 2003,
the Board of Directors determined to dispose of Advanced Technology, a
wholly-owned subsidiary, 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 Limited (for
cancellation). The exchange transaction closed as of March 25, 2003.
Accordingly, the Company has not had any business operations since March 25,
2003 up to late 2005.
On February 7, 2006, the Company purchased a Hong Kong corporation called RC
Capital Limited ("RC Capital") for $1.00 as a wholly-owned subsidiary. RC
Capital was a dormant company with no assets and liabilities and was formerly
known as Richley (China) Limited. There is no written agreement for the purchase
of RC Capital. RC Capital is currently the Company's wholly owned operating
subsidiary.
On October 21, 2005, the Company entered into a Business Restructuring Agreement
(the "Agreement") with Team Allied Profits Limited, a British Virgin Islands
corporation (the "Consultant"). The Consultant was engaged by the Company to
provide business restructuring services in order to solicit suitable businesses
in Hong Kong or China with net asset values not less than $4,000,000 for
acquisitions by the Company in order to restructure its business operations.
7
On April 9, 2006, the Company entered into a Sale and Purchase Agreement (the
"Sale and Purchase Agreement") with RC Capital, Dalian Fengming International
Recreation Town Co., Ltd. ("Dalian Fengming") and Ms. Hoi-ho Kiu, CEO of the
Company, which sets forth the terms and conditions of the acquisition of Dalian
Fengming International Recreation Town Phase II ("Recreation Town") in exchange
for 28,000,000 shares of common stock in the Company. The transaction is
contemplated to be closed on or before July 31, 2006.
Plan of Operation
Recreation Town is a piece of undeveloped land of 1,000,000 square meters
located in a peninsula in Dalian, China. Recreation Town was part of a large
resort project originally planned to be developed by Dalian Fengming in 1992
which was never started due to lack of financing for development. According to
Dalian Fengming, the current market value of Recreation Town is approximately
RMB 600 million (approximately $75,000,000).
There were never any operations conducted with Recreation Town. The Company
plans to commence the development of Recreation Town in the near future.
Accordingly, it is actively seeking equity and/or debt financing in an amount up
to $25,000,000, in order to finance the anticipated development costs.
The Company, through its new subsidiary, RC Capital Limited, also plans to offer
the following services to clients in Hong Kong and China:
1. merger and acquisitions business opportunities;
2. equity or debt financing opportunities;
3. introduction of Hong Kong and/or United States listing professional parties
including legal firms and accounting firms; and
4. financial reporting consultancy services for Hong Kong and/or United States
listings.
As of the date of this Report, the Team Allied Profits Limited is performing due
diligence reviews on several real estate projects in China which may be suitable
acquisition candidates for the Company.
The Company is also actively seeking acquisition opportunities to acquire
profitable businesses or operations which may include plant and significant
equipment. As such, it is expected by the management that the Company may need
to raise additional funds in addition to the $25,000,000 as referred above in
the next twelve months for such acquisition purposes. Management does not expect
that the Company will incur significant research and development costs.
Off-Balance Sheet Arrangements
------------------------------
The Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to investors.
8
ITEM 3. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer (the "Certifying
Officers") are responsible for establishing and maintaining disclosure controls
and procedures for the Company. The Certifying Officers have designed such
disclosure controls and procedures to ensure that material information is made
known to them, particularly during the period in which this report was prepared.
The Certifying Officers have evaluated the effectiveness of the Company's
disclosure controls and procedures as of the end of the period covered by this
report and believe that the Company's disclosure controls and procedures are
effective based on the required evaluation. During the period covered by this
report, there were no changes in internal controls that materially effected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
To the best knowledge of management, there are no legal proceedings pending or
threatened against the Company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
For the period covered by this report, the Company had not sold any securities
without registration under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance upon the exemptions from registration under
Section 4(2) of the Securities Act and Regulation D.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit Number Description
-------------- -----------
3.1 Articles of Incorporation of Aloha "The Breath of Life"
Foundation, Inc.(1)
3.2 Certificate of Amendment to the Articles of Incorporation
filed with the Nevada Secretary of State on March 9, 2000.(2)
3.3 Certificate of Amendment to Articles of Incorporation
dated February 6, 2002.(3)
3.4 Certificate of Amendment to Article of Incorporation
dated August 17, 2002.(4)
3.5 By-Laws of Score One, Inc. (5)
4.1 Certificate of Designations, Voting Powers, Preferences,
Limitations, Restrictions, and Relative Rights of Series
A Convertible Preferred Stock dated April 15, 2002.(6)
4.2 Certificate of Designations, Voting Powers, Preferences,
Limitations, Restrictions, and Relative Rights of Series
B Convertible Preferred Stock dated November 1, 2002.(7)
4.3 Form of Regulation S Subscription Agreement.(8)
10.1 Business Restructuring Agreement, dated October 21,
2005, between Score One, Inc. and Team Allied Profits
Limited.(9)
10.2 Sale and Purchase Agreement, dated April 9, 2006, among
Score One, Inc., RC Capital Limited, Dalian Fengming
International Recreation Town Co., Ltd. and Ms. Hoi-ho
Kiu.(10)
31.1 Certification of Chief Executive Officer required by
Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer required by
Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certifications of Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
----------------
(1) Incorporated by reference to the Company's Registration Statement No.
000-26717 on Form 10-SB as filed July 15, 1999.
(2) Incorporated by reference to the Company's Report on Form 8K as filed March
15, 2000.
(3) Incorporated by reference to the Company's Report on Form 10KSB as filed
April 16, 2002.
(4) Incorporated by reference to the Company's Definitive Schedule 14A as filed
August 6, 2002.
(5) Incorporated by reference to the Company's Registration Statement No.
000-26717 on Form 10-SB as filed July 15, 1999.
(6) Incorporated by reference to the Company's filing on Form 10-QSB as filed
August 15, 2002.
(7) Incorporated by reference to the Company's filing on Form 8-K as filed
November 15, 2002.
(8) Incorporated by reference to the Company's filing on Form 10QSB as filed
August 15, 2002.
(9) Incorporated by reference to the Company's filing on Form 8K as filed March
31, 2006.
(10) Incorporated by reference to the Company's filing on Form 8K as filed April
11, 2006.
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SCORE ONE, INC.
Date: April 19, 2006
By: /s/ Hoi-ho Kiu
--------------------
Hoi-ho Kiu
Chief Executive Officer and Director
11