U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended December 31, 2005.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from ____ to ____ .
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Commission File Number: 000-26717
Score One, Inc.
(Name of small business issuer in its charter)
Nevada 88-0409164
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
Suites 2203-06, Level 22, Office Tower, Langham Place, 8 Argyle Street,
Mongkok, Kowloon, Hong Kong
(Address of principal executive offices)
Registrant's Telephone Number: 011 852 3105 5063
Securities registered under Section 12(b) of the Exchange Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
Common stock, par value $0.001 per share
(Title of each class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [ ]
No [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
Registrant's revenue for its most recent fiscal year: $0
As of April 4, 2006 the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the average bid
and ask price of such common equity was $11,629.
The number of shares of common stock, par value $.001 per share, of the
registrant 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 ]
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's Report on Form 10KSB as filed April 16, 2002, (iv) Score One, Inc.'s
Report on Form 10QSB 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 8K filed April
11, 2006, (viii) Score One, Inc.'s Definitive Schedule 14A as filed August 6,
2002, (ix) the Company's Report on Form 10KSB as filed April 17, 2006.
FORWARD LOOKING STATEMENTS
--------------------------
This Annual Report on Form 10-KSB and the documents incorporated herein contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. When used in this
Annual Report, statements that are not statements of current or historical fact
may be deemed to be forward-looking statements. Without limiting the foregoing,
the words "plan", "intend", "may," "will," "expect," "believe", "could,"
"anticipate," "estimate," or "continue" or similar expressions or other
variations or comparable terminology are intended to identify such
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. Except
as required by law, the Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Any reference to the "Company" or the" Registrant"," we", "our" or" us" means
Score One, Inc. and its subsidiaries.
Table of Contents
Form 10-KSB Index
PART I
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Item 6. Management's Discussion and Analysis or Plan of Operation
Item 7. Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 8A. Controls and Procedures
Item 8B. Other Information
PART III
Item 9. Directors and Executive Officers of the Registrant
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits
Item 14. Principal Accountant Fees and Services
Signatures
Financial Statements
PART I
ITEM 1. DESCRIPTION OF BUSINESS
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.
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.
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.
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 Sale and Purchase Agreement, the Registrant 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.
As of the date of this Report, the Consultant 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.
Competition
The Company believes that RC Capital is one of the few companies in Hong Kong
and Southern China to offer the following services to clients in Hong Kong and
China:
1. introduction of United States listing professional parties including legal
firms and accounting firms; and
2. financial reporting consultancy services for United States listings.
The principal competitors of RC Capital are Yorkshire Capital and Orient
Financial Services Limited, both of which provide similar services to Hong Kong
and China customers.
Any services that RC Capital markets will have to compete for market acceptance
and market share. An important factor in this competition may be prompt response
to assist clients in compliance of financial reporting requirements.
Accordingly, the relative devotedness with which RC Capital's management team
will be important competitive factors.
Regulation
RC Capital's services are not subject to regulations in Hong Kong and China.
Employees
As of March 31, 2006, RC Capital did not have any employees. In the future, none
of RC Capital's employees will be represented by labor unions.
RC Capital's primary hiring sources for its future employees include referrals,
print and Internet advertising and direct recruiting. All of RC Capital's
professional employees will be highly skilled and highly educated and subject to
rigorous recruiting standards. RC Capital will attract talent from numerous
sources, including higher learning institutions, colleges and industry.
Competition for these employees is intense. If RC Capital fails to attract
highly experienced and qualified employees, it could have a material adverse
effect on RC Capital's business, prospects, financial condition and results of
operations.
ITEM 2. DESCRIPTION OF PROPERTY
Currently, the Company is actively seeking to lease a business office in Hong
Kong. In the meantime, the Company has established a virtual office in a
business centre at Suites 2203-06, Level 22, Office Tower, Langham Place, 8
Argyle Street, Mongkok, Kowloon, Hong Kong at a monthly charge of $26.
ITEM 3. LEGAL PROCEEDINGS
There are no past, pending or, to our knowledge, threatened litigation or
administrative actions which in our opinion have had or are expected to have a
material adverse effect upon our business, prospects financial condition or
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted for a vote of security holders during the fourth
quarter of the fiscal year ending December 31, 2005.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is quoted on the over-the-counter Pink Sheet
electronic quotation system. The last trade of the Company's common stock
occurred on April 18, 2006 at a price of $0.0001 per share. The annual high
price of the Company's common stock was $0.21 per share and the annual low price
was $0.0001. To the best knowledge of the current directors, the high and low
bid information for the Company's common stock for each quarter within the last
two fiscal years is not available.
Holders
As of April 4, 2006, the Company had 31,162,902 shares of common stock held by
approximately 36 certificate holders and at least 11 electronic holders in
brokerage accounts.
Pacific Stock Transfer Company, 500 E. Warm Springs Road, Suite 240, Las Vegas
NV 89119 is the Company's stock transfer agent.
Dividend Policy
The Company has never paid cash or other dividends and does not expect to pay
any cash or other dividends in the foreseeable future with respect to its common
stock. The Company's future dividend policy will depend upon its earnings,
capital requirements, financial condition, and other factors considered relevant
by the Board of Directors. The Company presently intends to retain any earnings
which it may realize in the foreseeable future to finance its growth. There are
no material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
Recent Sales of Unregistered Securities
For the fiscal year ended December 31, 2005, 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.
Securities Authorized for Issuance under Equity Compensation Plans
None.
Purchases of Equity Securities
None.
-----
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company was formerly in the printed circuit board manufacture business but
has not had any business operations since March 25, 2003.
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.
ITEM 7. FINANCIAL STATEMENTS
The financial statements required to be filed pursuant to this Item 7 begin on
page F-1 of this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None. The Company has been without an accounting firm since January 10, 2003,
when its prior audit firm, Clancy and Co., P.L.L.C, resigned. The former
principal accountant's report on the financial statements for each of the last
two fiscal years during the accountant's engagement did not contain an adverse
opinion or a disclaimer of opinion and was not modified as to uncertainty, audit
scope or accounting principles. There were no disagreements with the former
principal accountant on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.
On March 6, 2006, the Company engaged Jeffrey Tsang & Co., CPA, Hong Kong, as
its audit firm subject to ratification by the Company's shareholders at its next
annual shareholders meeting. The new audit firm has not been consulted on the
application of accounting principles of any specific completed or contemplated
transaction of the Company nor have they been consulted on any type of audit
opinion that might be rendered on the Company's financial statements and either
written or oral advice was provided that was an important factor considered by
the Company in reaching a decision as to the accounting, auditing or financial
reporting issue.
ITEM 8A. CONTROLS AND PROCEDURES
As required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report. The evaluation was carried out by our Chief Executive
Officer and Chief Financial Officer (the "Certifying Officers"). Based upon this
evaluation, the Certifying Officers have concluded that the design and operation
of our disclosure controls and procedures are effective. Such disclosure
controls and procedures are designed to ensure that material information is made
known to the Certifying Officers, particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
our disclosure controls and procedures as of the end of the period covered by
this report and believe that our 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 affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 8B. OTHER INFORMATION
None.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS
Directors and Officers
The individuals below served as officers or directors of the Company during the
Fiscal year ended December 31, 2005 and to the present:
====================== ======= =============================== ====================================
NAME AGE POSITION TERM(S) OF OFFICE
---- --- -------- -----------------
---------------------- ------- ------------------------------- ------------------------------------
Hoi-ho Kiu 44 Director and CEO November 2005 to present
---------------------- ------- ------------------------------- ------------------------------------
Lai Ming Lau 43 Director, Secretary and CFO November 2005 to present
---------------------- ------- ------------------------------- ------------------------------------
Ting Heung Lam 26 Director and Secretary September 2005 to March 2006
---------------------- ------- ------------------------------- ------------------------------------
Wing Hung Ho 50 Director and Secretary March 2000 to September 2005
---------------------- ------- ------------------------------- ------------------------------------
Hong Zhong Hu 32 Director November 2002 to September 2005
====================== ======= =============================== ====================================
Hoi-Ho Kiu, Director and Chief Executive Officer. Since October 2005, Ms. Kiu
has been the chief executive officer of Golden Health Holdings, Inc. She has
over 20 years of experience in doing businesses in China. Prior to joining
Golden Health Holdings, Inc., she was an assistant general manager of Beijing
Hua Xin Group, a Chinese state-owned real estate conglomerate from March 1995 to
September 2005.
Lai Ming Lau, Director, Chief Financial Officer and Secretary. Since July 1992,
Ms. Lau has been the Director and proprietor of Richley (China) Limited, now
known as RC Capital Limited. Ms. Lau holds a Hons. Diploma in Law and Business
Hong Kong Shue Yan College and has over 15 years of experience of doing trading
businesses in Asia such as China, Indonesia and Taiwan.
Ting Heung Lam, a former director, since January 2001, has been a self-employed
accounting consultant in Hong Kong where she is providing accountancy services
for various clients in Hong Kong.
Wing Hung Ho, served as one of our directors since March 2000. He has over 15
years of experience in production management and is currently taking a major
role in managing Advanced Technology's manufacturing plant in China. Prior to
joining the Company in July 1998, he was a director and shareholder of a garment
manufacturer. He is responsible for our product development and production. He
is the brother of Mr. Wing Cheong Ho.
Hong Zhong Hu, a former director, since January 1997, has been financial
consultant in Hong Kong where he was responsible for accounting technical
service of IPO for foreign companies in China. Under his supervision, a number
of companies successfully listed on Hong Kong Stock Exchange Main Board. Mr. Hu
received a Bachelor degree in Finance & Economics from ShanXi University in
1996. He also studied advanced International Finance at Fu Dan University and is
a qualified accountant in China.
Each director holds office (subject to the Company's By-Laws) until the next
annual meeting of shareholders and until such director's successor has been
elected and qualified. All of the Company's executive officers are serving until
the next annual meeting of directors and until their successors have been duly
elected and qualified. There are no family relationships among any of the
Company's current directors and executive officers.
The Company does not have a Compensation Committee, an Audit Committee or a
Nominating Committee. The Board of Directors of the Company plans to expand the
number of members on the board and create an independent Compensation Committee,
Audit Committee and a Nominating Committee.
Legal Proceedings
Neither the Company nor any of its officers and directors is party to current or
pending legal proceedings.
Code of Ethics
The Company's Board of Directors has adopted a Code of Ethics which applies to
every officer, director and employee of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on our review of certain reports filed with the Securities and
Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of
1934 (the "1934 Act"), as amended for the Company's fiscal year ending December
31, 2005, Wing Hung Ho and Hong Zhong Hu failed to file Form 4 Statements of
Changes in Beneficial Ownership with regards to the end of their tenures in
September 2005. Ting Heung Lam failed to file a Form 3 Statement of Beneficial
Ownership with regards to the beginning of her tenure in September 2005. Hoi-ho
Kiu and Lai Ming Lau failed to timely file Form 3 Statement of Changes in
Beneficial Ownership with regards to the beginning of their tenures in November
2005.
ITEM 10. EXECUTIVE COMPENSATION
=================================================================================================================
ANNUAL COMPENSATION LONG TERM COMPENSATION
-----------------------------------------------------------------------------------------------------------------
Awards Payouts
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Name and Title Fiscal Other Restricted Stock Securities
Year End Salary Bonus Annual Awards Underlying LTIP All Other
($) ($) Compensation (Common Stock) Options/SARs Payouts Compen-sation
($) (#) ($) ($)
-----------------------------------------------------------------------------------------------------------------
Hoi-ho Kiu, 2005 0 0 0 0 0 0 0
Director and CEO
-----------------------------------------------------------------------------------------------------------------
2004 0 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------
2003 0 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------
Lai Ming Lau, 2005 0 0 0 0 0 0 0
Director, Secretary
and CFO
-----------------------------------------------------------------------------------------------------------------
2004 0 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------
2003 0 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------
Ting Heung Lam, 2005 0 0 0 0 0 0 0
Director and
Secretary
-----------------------------------------------------------------------------------------------------------------
2004 0 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------
2003 0 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------
Wing Hung Ho, 2005 0 0 0 0 0 0 0
Director and
Secretary
-----------------------------------------------------------------------------------------------------------------
2004 0 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------
2003 0 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------
Hong Zhong Hu 2005 0 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------
2004 0 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------
2003 0 0 0 0 0 0 0
---------------------============================================================================================
For the year ended December 31, 2005 and as of April 4, 2006, the Company did
not have any employment agreements with its executive officers or employees.
The Company has not issued any stock options or stock appreciation rights to any
named executive officers (or any other persons). However, the Company may grant
stock options or stock appreciation rights to these named executive officers or
other executive officers or (other persons) in the discretion of its Board of
Directors.
Director Compensation
During the year ended December 31, 2005 and as of April 18, 2006, directors
received no compensation for their services as directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table sets forth information as of the date hereof with respect to
the beneficial ownership of the outstanding shares of the Company common stock
immediately following the Transaction by (i) each person known by the Company to
beneficially own 5% or more of the outstanding shares; (ii) the Company's
officers and directors; and (iii) the Company's officers and directors as a
group.
As used in the table below, the term "beneficial ownership" means the sole or
shared power to vote or direct the voting, or to dispose or direct the
disposition, of any security. A person is deemed as of any date to have
beneficial ownership of any security that such person has a right to acquire
within 60 days after such date. Except as otherwise indicated, the stockholders
listed below have sole voting and investment powers with respect to the shares
indicated. This table is calculated based upon 31,162,902 shares of common stock
outstanding.
Name and Address of Shares of Common Stock Percentage of Class
Beneficial Owner . Beneficially Owned Beneficially Owned
Team Allied Profits Limited 30,000,000 96.3%
Suites 2203-06, Level 22,
Office Tower, Langham Place,
8 Argyle Street, Mongkok,
Kowloon, Hong Kong
Hoi-Ho Kiu, CEO, Director 0 0%
Room 03, 17/F.,
Fee Tat Commercial Centre,
613 Nathan Road, Mongkok,
Kowloon, Hong Kong
Lai Ming Lau, CFO, Secretary, Director 0 0%
Suites 2203-06, Level 22,
Office Tower, Langham Place,
8 Argyle Street, Mongkok,
Kowloon, Hong Kong
All current Officers and Directors 0 0%
as a group (two persons)
There are no arrangements known to the Company, including any pledge by any
person of securities of the Company, the operation of which may at a subsequent
date result in a change of control of the Company.
ITEM 13. EXHIBITS
Exhibit 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)
----------------------------
(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.
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)
14.0 Code of Ethics.(11)
21.1 Subsidiaries
31.1 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.
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.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Name of Auditor and Tax Advisor
On March 6, 2006, the Company engaged Jeffrey Tsang & Co., CPA, Hong Kong, as
its audit firm subject to ratification by the Company's shareholders at its next
annual shareholders meeting.
Audit Fees
None.
Audit Related Fees
None.
Tax Fees
None
--------------------------
(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.
(11) Incorporated by reference to the Company's filing on Form 10KSB for the
period ending December 31, 2002, as filed April 17, 2006.
All Other Fees
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SCORE ONE, INC.
By:
------------------------------------
Hoi-ho Kiu
Director and Chief Executive Officer
Dated: April 19, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Chief Executive April 19, 2006
Officer and Director
------------------------------------ (Principal Executive
Hoi-ho Kiu Officer)
Chief Financial Officer, April 19, 2006
(Principal Financial and Accounting
------------------------------------ Officer), Secretary and Director
Lai Ming Lau
SCORE ONE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND OPERATIONS
The Company was incorporated in the State of Nevada on June 7, 1996.
The Company was formerly in the printed circuit board manufacture business. The
Company has not had any business operations since March 25, 2003. 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. Accordingly, the Company is considered to be in
its development stage as of December 31, 2005.
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.
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 December 31, 2004, the Company did not have any dilutive common
stock equivalents save for the Series A Convertible Preferred Stock issued and
outstanding.
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 - SUBSEQUENT EVENTS
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.
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.
JEFFREY TSANG & CO.
CERTIFIED PUBLIC ACCOUNTANTS
Unit B, 15/F, Englong Commercial Building, 184 Nathan Road, Kowloon, Hong Kong
SAR.
Tel: (852) 2781 1606 Fax: (852) 2783 0752 E-mail: info@hkjtc.com
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
SCORE ONE, INC.
(A NEVADA CORPORATION)
We have audited the accompanying balance sheet of Score One, Inc. as of December
31, 2005 and the related statements of operations, changes in stockholders'
equity, and cash flows for the two years ended December 31, 2005 and 2004. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Score One, Inc. as of December
31, 2005, and the results of its operations and its cash flows for the two years
ended December 31, 2005 and 2004, in conformity with United States generally
accepted accounting principles.
/s/ JEFFREY TSANG & CO.
CERTIFIED PUBLIC ACCOUNTANTS
Hong Kong
April 11, 2006
Score One, Inc.
Balance sheet (in USD)
As of December 31, 2005
Assets
Cash in hand 4,900
------------
Total assets 4,900
============
Liabilities and Stockholders' Deficit
Other payable 5,000
------------
Total liabilities 5,000
------------
Stockholders' equity
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 (1,401)
------------
Total Stockholders' Deficit (100)
------------
Total Liabilities and Stockholders' Deficit 4,900
============
Score One, Inc.
Statements of operations (in USD)
For the two years ended December 31
2005 2004
--------------- ---------------
Net sales $ - $ -
Cost of sales - -
--------------- ---------------
Gross profit - -
General and administrative expenses (100) -
--------------- ---------------
Net loss for the year $ (100) $ -
=============== ===============
Loss per share - basic and diluted $ (0.00) $ -
=============== ===============
Weighted average number of shares - basic 1,162,902 1,162,902
=============== ===============
Weighted average number of shares - diluted 1,301,083 1,301,083
=============== ===============
Score One, Inc.
Statements of stockholders' equity (in USD)
For the two years ended December 31
Preferred stock Common stock
-------------------------------- --------------------------------- Accumulated
Shares Amount Shares Amount deficit
--------------- --------------- --------------- ---------------- ----------------
Balance at December 31, 2003 138,181 $ 138 1,162,902 $ 1,163 $ (1,301)
Net income for the year - - - - -
--------------- -------------- --------------- --------------- ---------------
Balance at December 31, 2004 138,181 138 1,162,902 1,163 (1,301)
Net loss for the year - - - - (100)
--------------- -------------- --------------- --------------- ---------------
Balance at December 31, 2005 138,181 $ 138 1,162,902 $ 1,163 $ (1,401)
=============== ============== =============== =============== ===============
Score One, Inc.
Statements of cash flows (in USD)
Increase (decrease) in cash and cash equivalents
For the two years ended December 31
2005 2004
-------------- --------------
Cash flows provided by operating activities:
Loss from operations $ (100) $ -
Increase in other payable 5,000 -
-------------- --------------
Net increase in cash and cash equivalents 4,900 -
Cash and cash equivalents, beginning of the period - -
-------------- --------------
Cash and cash equivalents, end of the period $ 4,900 $ -
============== ==============
Supplemental disclosure of cash flow information:
Interest
paid $ - $ -
Income taxes paid $ - $ -