UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14f-1
Information Statement
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
SCORE ONE, INC.
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(Exact name of registrant as specified in its corporate charter)
Commission File No. 000-25845
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Nevada 88-0409164
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suites 2203-06, Level 22, Office Tower, Langham Place, 8 Argyle Street,
Mongkok, Kowloon, Hong Kong
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(Address of principal executive offices)
+852 3105 5063
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Registrant's telephone number
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
This Information Statement is being mailed on or about April 27,2006, by Score
One, Inc. (the "Company"), to the holders of record of shares of common stock,
par value $.001 per share, of the Company (the "Shares"). You are receiving this
Information Statement in connection with the appointment of two new members to
the Company's Board of Directors.
NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED IN RESPONSE
TO THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
INTRODUCTION
On October 21, 2005, Score One, Inc. (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 September 30, 2005, Ho Wing Hung and Hu Hong Zhong resigned as Directors of
the Company and Lam Ting Heung was appointed as Secretary and Director of the
Company. Ms. Lam approached the Consultant and arranged the Agreement. The
Consultant introduced Hoi Ho Kiu to the Company and she was appointed as the
Company's Chief Executive Officer and a Director on November 11, 2005. The
Consultant introduced Lai Ming Lau to the Company and she was appointed as Chief
Financial Officer and a Director on January 23, 2005. Lam Ting Heung resigned as
Secretary and Director of the Company on March 10, 2006 and Lai Ming Lau was
appointed as Secretary.
As full consideration for the services rendered by Consultant under the
Agreement, the Company will issue to the Consultant 30,000,000 shares of common
stock of the Company. After the issuance of 30,000,000 shares, the total number
of shares of common stock of the Company issued and outstanding will be
31,162,902 shares, resulting in a change in control of the Company
("Transaction").
This Information Statement is being mailed to stockholders of the Company as of
April 27, 2006 pursuant to Section 14(f) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and Rule 14f-1 thereunder.
You are urged to read this Information Statement carefully. You are not,
however, required to take any action with respect to the appointment of the new
directors.
The information contained in this Information Statement concerning Ms. Kiu and
Ms. Lau has been furnished to the Company by them. The Company assumes no
responsibility for the accuracy or completeness of such information.
CERTAIN INFORMATION REGARDING THE COMPANY
Voting Securities
The Common Stock is the only class of voting securities of the Company
outstanding. As of the date of this report, there were 31,162,902 shares
outstanding and entitled to one vote per share.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock immediately after the
Transaction by:
o each person known to beneficially own more than 5% of the Common
Stock;
o each officer and director of the Company (including proposed
directors); and
o all directors and executive officers as a group.
Name and Address of Shares of Common Stock Percentage of Class
Beneficial Owner Beneficially Owned Beneficially Owned
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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, Designated Director* 0 0%
Room 03, 17/F.,
Fee Tat Commercial Centre,
613 Nathan Road, Mongkok,
Kowloon, Hong Kong
Lai Ming Lau, CFO, Secretary, Designated 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)
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Directors and Executive Officers
The following sets forth the name, age, positions and terms of office of the
Company's officers and directors prior to the Transaction. Also set forth below
is information as to the principal occupation and background for such persons.
=================================================================================================================
Name Age Position Term(s) of Office
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Ting Heung Lam 26 Director and Secretary September 2005 to March 2006
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Wing Hung Ho 50 Director and Secretary March 2000 to September 2005
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Hong Zhong Hu 32 Director November 2002 to September 2005
=================================================================================================================
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.
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 Shan Xi University in
1996. He also studied advanced International Finance at Fu Dan University and is
a qualified accountant in China.
Appointment of New Directors
Ten days following the filing of this Information Statement with the Securities
and Exchange Commission ("SEC") and the mailing of this Information Statement to
our shareholders, our designated directors will be become directors. Set forth
below is certain information with respect to the new directors and officers:
=================================================================================================================
Name Age Position Term(s) of Office
-----------------------------------------------------------------------------------------------------------------
Hoi-ho Kiu 44 Director and CEO November 2005 to present
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Lai Ming Lau 43 Director, Secretary and CFO November 2005 to present
=================================================================================================================
Hoi-Ho Kiu, Director and Chief Executive Officer, has been the Chief Executive
Officer of Golden Health Holdings, Inc. since October 2005. 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, has been the
Director and proprietor of Richley (China) Limited, now known as RC Capital
Limited since July 1992. Ms. Lau holds a Hons. Diploma in Law and Business Hong
Kong Shue Yan College and has over 15 years of experience of working with
trading businesses in Asia, in countries such as China, Indonesia and Taiwan.
Board of Directors Information
The Board of Directors of the Company held no meetings during the last fiscal
year, although several actions were discussed and decided upon by unanimous
written consent. No director resigned or declined to stand for re-election due
to a disagreement with the Company.
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 designated directors and executive officers.
The Company does not have an audit, nominating or compensation 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. Until such time as a Nominating Committee is established,
the Company's current directors shall be the sole participants in the
consideration of director nominees.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive officers and
directors and persons who own more than 10% of a registered class of the
Company's equity securities to file reports of their ownership thereof and
changes in that ownership with the SEC.
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 Statements of Changes in
Beneficial Ownership with regards to the beginning of their tenures. Team Allied
Profits Limited also failed to timely file a Form 3 Statement of Changes in
Beneficial Ownership with regards to the Transaction hereinabove described.
EXECUTIVE COMPENSATION
Summary Compensation Table
None of our officers or directors is currently receiving any compensation for
their services.
The following table sets forth the total compensation earned by or paid to all
of our executive officers for the last three fiscal years.
=================================================================================================================
ANNUAL COMPENSATION LONG TERM COMPENSATION
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Awards Payouts
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Name and Title Fiscal Other Restricted Stock Securities
Year Salary Bonus Annual Awards Underlying LTIP All Other
End ($) ($) Compensation (Common Stock) Options/SARs Payouts Compensation
($) (#) ($) ($)
-----------------------------------------------------------------------------------------------------------------
2005 0 0 0 0 0 0 0
Hoi-ho Kiu, --------------------------------------------------------------------------------------------
Director and CEO 2004 0 0 0 0 0 0 0
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2003 0 0 0 0 0 0 0
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2005 0 0 0 0 0 0 0
Lai Ming Lau, --------------------------------------------------------------------------------------------
Director, Secretary 2004 0 0 0 0 0 0 0
and CFO --------------------------------------------------------------------------------------------
2003 0 0 0 0 0 0 0
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2005 0 0 0 0 0 0 0
Ting Heung Lam, --------------------------------------------------------------------------------------------
Director and 2004 0 0 0 0 0 0 0
Secretary --------------------------------------------------------------------------------------------
2003 0 0 0 0 0 0 0
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2005 0 0 0 0 0 0 0
Wing Hung Ho, --------------------------------------------------------------------------------------------
Former Director and 2004 0 0 0 0 0 0 0
Secretary --------------------------------------------------------------------------------------------
2003 0 0 0 0 0 0 0
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2005 0 0 0 0 0 0 0
Hong Zhong Hu, --------------------------------------------------------------------------------------------
Former Director 2004 0 0 0 0 0 0 0
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2003 0 0 0 0 0 0 0
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2005 N/A N/A N/A N/A N/A N/A N/A
Shuk Wah Kwok, --------------------------------------------------------------------------------------------
Former Director 2004 N/A N/A N/A N/A N/A N/A N/A
--------------------------------------------------------------------------------------------
2003 0 0 0 0 0 0 0
=================================================================================================================
2005 N/A N/A N/A N/A N/A N/A N/A
Wing Cheong Ho, ============================================================================================
Former Chairman 2004 N/A N/A N/A N/A N/A N/A N/A
and President ============================================================================================
2003 0 0 0 0 0 0 0
=================================================================================================================
Compensation of Directors
Directors of the Company do not receive any cash compensation, but are entitled
to reimbursement of their reasonable expenses incurred in attending directors'
meetings.
Legal Proceedings
Neither the Company nor any of its officers and directors is party to current or
pending legal proceedings. During the past five years neither of the designated
directors has been involved in any legal proceeding that would be material to an
evaluation of that person's ability or integrity.
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.
CHANGE IN CONTROL
As described hereinabove, on October 21, 2005, the Company entered into the
Agreement with Team Allied Profits Limited, a British Virgin Islands corporation
(the "Consultant"). As full consideration for the services rendered by
Consultant under the Agreement, the Company shall issue to the Consultant
30,000,000 shares of common stock. After the issuance of 30,000,000 shares, the
total number of shares of common stock of the Company issued and outstanding
will be 31,162,902 shares, resulting in a change in control of the Company.
There are no arrangements, known to the Company, including any pledge by any
person of securities of the registrant or any of its parents, the operation of
which may at a subsequent date result in a further change in control of the
Company.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: April 24, 2006
SCORE ONE, INC.
/s/ Hoi-ho Kiu
-----------------------------------
BY: Hoi-ho Kiu
ITS: Chief Executive Officer