SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
_________
FORM 10-KSB/A
AMENDMENT NO. 1
(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, 2001
or
[_] 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 of Incorporation) (I.R.S. Employer Identification No.)
Unit 2, 34th Floor, Cable TV Tower
9 Hoi Shing Road
Tsuen Wan, Hong Kong
(Address of Principal Executive Offices)(Zip Code)
011-852-2406-8978
(Issuer's Telephone Number, Including Area Code)
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
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 for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days. Yes [X] No [_]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not 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. [X]
State issuer's revenue for its most recent fiscal year: $28,435,691
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity is sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60. days (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of April 10, 2002 the aggregate market value held
by non-affiliates was $5,729,875.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of share outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. As of April 10, 2002 there
were 249,128 shares of Common Stock issued and outstanding.
Documents Incorporated by Reference:
None.
2
Explanatory Note:
-----------------
Score One Inc., pursuant to Rule 12b-15 under the Securities Exchange Act of
1934, is hereby filing, under the cover of Form 10-KSB/A, Amendment No. 1, its
Consolidated Financial Statements for the year ended December 31, 2001, for the
sole purpose of correcting typographical errors contained in the Statement of
Cash Flows and in Note 4 and Note 8 to the Consolidated Financial Statements.
Specifically in the Consolidated Statements of Cash Flows, the (Increase)
decrease in other receivables, deposits and prepayments for Year Ended December
31, 2001 should be "(288,154)" and the Net cash flows provided by (used in)
operating activities for the Year Ended December 31, 2001 should be "3,306,110."
The second sentence of the second paragraph of Note 4 to the Consolidated
Financial Statements should read as follows:
"December 31, 2000. The Company had banking facilities of $387,097
(HK$3,000,000). A balance of $95,491 was outstanding as of December 31,
2000. Borrowings under this facility bear interest at the prime rate plus
1/4% and are secured by the director's personal guarantee and property. The
agreement expires on July 21, 2001."
Additionally, the second sentence of the first paragraph of Note 8 to the
Consolidated Financial Statements should read as follows:
"Reverse Split On January 11, 2002, the Company completed a one for 80
reverse split of its outstanding common stock effective immediately thereby
reducing the total outstanding shares to 249,125 shares outstanding. The
reverse split was authorized by the Board of Directors and the Company
filed articles of amendment with the State of Nevada to decrease the number
of shares of common stock authorized to 515,625, with no change in par
value. The financial statements have been adjusted retroactively to reflect
the reverse split."
The foregoing corrections to the Consolidated Statements of Cash Flows and Note
4 and Note 8 to the Consolidated Financial Statements does not have any impact
on reported earnings or earnings per share for any periods presented.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this
amendment contains the complete text of Item 7, the item being amended.
3
Item 7. Financial Statements
SCORE ONE, INC. AND SUBSIDIARIES
Index to Consolidated Financial Statements
Page
Independent Auditors' Report ............................................... F-2
Consolidated Balance Sheets at December 31, 2001 and 2000 .................. F-3
Consolidated Statements of Operations for the years ended
December 31, 2001 and 2000 ................................................. F-4
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2001 and 2000 ................................................. F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 2001 and 2000 ................................................. F-6
Notes to the Consolidated Financial Statements ............................. F-7
F-1
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
Score One, Inc.:
We have audited the consolidated balance sheets of Score One, Inc., a Nevada
corporation, and subsidiaries ("the Company") as of December 31, 2001 and 2000
and the related consolidated statements of operations, stockholders' equity and
cash flows for the years then ended. 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 auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 consolidated financial position of Score One, Inc.
and subsidiaries at December 31, 2001 and 2000, and the consolidated results of
their operations and their cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States.
/s/ Clancy and Co., P.L.L.C.
Clancy and Co., P.L.L.C.
Phoenix, Arizona
April 8, 2002
F-2
SCORE ONE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2001 and 2000
(expressed in U.S. Dollars)
December 31,
2001 2000
Assets
Current assets:
Cash and cash equivalents $ 566,449 $ 239,909
Accounts receivable (net of allowance for doubtful accounts of $35,139 and $0
at December 31, 2001 and 2000, respectively) 6,105,881 1,792,096
Other receivables, deposits and prepayments 291,102 2,948
Inventories (Note 2) 982,393 598,233
----------- ----------
Total current assets 7,945,825 2,633,186
Plant and equipment, net (Note 3) 3,654,060 3,227,815
Deposit on investment (Note 1) - 3,380,645
Other investment (Note 1) 636,015 -
----------- ----------
Total assets $12,235,900 $9,241,646
=========== ==========
Liabilities and stockholders'equity
Current liabilities:
Short-term borrowings - bank (Note 4) $ 977,358 $ 95,491
Accounts payable 1,861,628 1,442,298
Other payables and accrued expenses (Note 1) 1,619,507 199,589
Amount payable to stockholders (Note 7) 94,073 102,281
----------- ----------
Total current liabilities 4,552,566 1,839,659
Long-term liabilities
Income taxes payable (Note 5) 2,464,615 1,038,710
----------- ----------
Total liabilities 7,017,181 2,878,369
Minority interest 1,235,034 -
Commitments and contingencies (Note 4, 6)
Stockholders' equity
Preferred stock, $0.001 par value, authorized 5,000,000 shares, none issued
Common stock: $0.001 par value, authorized 515,625; issued and outstanding:
249,198 249 249
Additional paid-in capital 19,681 19,681
Retained earnings 3,990,815 6,343,347
Accumulated other comprehensive (loss) (27,060) -
----------- ----------
Total stockholders' equity 3,983,685 6,363,277
----------- ----------
Total liabilities and stockholders' equity $12,235,900 $9,241,646
=========== ==========
The accompanying notes are an integral part of these financial statements.
F-3
SCORE ONE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2001 and 2000
(expressed in U.S. Dollars)
Year Ended December 31,
2001 2000
Net sales $ 28,435,691 $ 20,400,903
Cost of revenues 20,713,975 14,660,948
------------ ------------
Gross margin 7,721,716 5,739,955
Selling expenses (157,659) (45,397)
General and administrative expenses (1,778,184) (1,348,587)
Impairment loss-other investment (Note 1) (9,722,367) --
Amortization of goodwill (1,114,805) --
------------ ------------
Operating income (loss) (5,051,299) 4,345,971
Other income (expense):
Interest income 2,104 --
Other income 30,494 4,049
Interest expense (99,316) (2,912)
------------ ------------
Total other income (expense) (66,718) 1,137
Minority interest (633,340) --
------------ ------------
Net income (loss) from operations before income taxes (5,751,357) 4,347,108
Provision for income taxes (Note 5) (614,868) (376,678)
------------ ------------
Income (loss) before extraordinary item (6,366,225) 3,970,430
Extraordinary item, gain on sale of 20% interest in subsidiary (Note 1) 4,013,693 --
------------ ------------
Net income (loss) available to common stockholders $ (2,352,532) $ 3,970,430
============ ============
Basic and diluted income (loss) per share
Income (loss) before extraordinary gain $ (25.55) $ 15.93
Extraordinary gain 16.11 --
------------ ------------
Total $ (9.44) $ 15.93
============ ============
Weighted average number of common shares outstanding:
basic and diluted 249,198 249,198
============ ============
The accompanying notes are an integral part of these financial statements
F-4
SCORE ONE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Years Ended December 31, 2001 and 2000
(expressed in U.S. Dollars)
Accumulated
Common Common Additional Other
Stock Stock Paid In Retained Comprehensive
Shares Amount Capital Earnings Loss Total
Balance, December 31, 1999 13 $ - $ 1,000 $ 2,591,847 $ - $ 2,592,847
Effect of merger (13) (1,000) 1,000 - -
Issuance of shares for score one transaction 203,750 204 16,096 (16,300) - -
1.65 stock split adjusted original shares in
connection with reverse merger 45,375 45 3,585 (3,630) - -
Dividends declared - - - (200,000) - (200,000)
Net income, year ended December 31, 2000 - - - 3,970,430 - 3,970,430
-------- ------ -------- ----------- ----------- -----------
Balance, December 31, 2000 249,125 249 19,681 6,343,347 - 6,363,277
Net loss, year ended December 31, 2001 - - - (2,352,532) - (2,352,532)
Translation adjustments - - - - (27,060) (27,060)
Share roundup 73 - - - -
------- ------ -------- ----------- ----------- -----------
Balance, December 31, 2001 249,198 $ 249 $ 19,681 $ 3,990,815 $ (27,060) $ 3,983,685
======= ====== ======== =========== =========== ===========
Note: The number of shares issued and outstanding has been restated to give
retroactive effect for a reverse stock split on a 1 for 80 basis approved
by the Board of Directors on January 11, 2002.
The accompanying notes are an integral part of these financial statements.
F-5
SCORE ONE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2001 and 2000
(expressed in U.S. Dollars)
Year Ended December 31,
2001 2000
---- ----
Cash flows from operating activities:
Net income (loss) $ (2,352,532) $ 3,970,430
Adjustments to reconcile net income (loss) to
Net cash provided by (used in) operating activities
Minority interest 633,340 0
Gain on sale of 20% interest of subsidiary (4,013,693) 0
Impairment loss 9,722,367 0
Realized loss on investment 65,276 0
Depreciation and amortization 2,281,409 1,020,528
Loss on sale of fixed assets 0 53,355
Provision for losses on receivables 35,139 116,080
Translation adjustments (27,060) 0
Changes in assets and liabilities
(Increase) decrease in accounts receivable (4,348,924) 1,328,527
(Increase) decrease in other receivables, deposits and prepayments (288,154) 425,997
(Increase) decrease in inventory (384,160) (6,580)
Increase (decrease) in accounts payable 419,330 (294,682)
Increase (decrease) in other payables and accrued expenses 137,867 130,770
Increase (decrease) in income taxes payable 1,425,905 376,678
------------ ------------
Total adjustments 5,658,642 3,150,673
------------ ------------
Net cash flows provided by (used in) operating activities 3,306,110 7,121,103
Cash flows from investing activities:
Purchase of property and equipment (1,592,849) (1,957,438)
Deposit on investment 0 (3,380,645)
Purchase of subsidiary (6,875,765) 0
Proceeds from sale of 20% interest in lassie palace subsidiary 4,615,385 0
------------ ------------
Net cash flows provided by (used in) investing activities (3,853,229) (5,338,083)
Cash flows from financing activities:
Borrowing on (repayment of) amount payable to stockholder (8,208) (552,296)
Net short term borrowings-bank 881,867 95,491
Dividends paid 0 (1,200,477)
------------ ------------
Net cash flows provided by (used in) financing activities 873,659 (1,657,282)
------------ ------------
Increase in cash and cash equivalents 326,540 125,738
Cash and cash equivalents, beginning of year 239,909 114,171
------------ ------------
Cash and cash equivalents, end of year $ 566,449 $ 239,909
============ ============
Cash paid for:
Interest $ 99,316 $ 75,243
============
Income taxes $ - $ -
The accompanying notes are an integral part of these financial statements.
F-6
SCORE ONE, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001 and 2000
NOTE 1. ORGANIZATION, NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Organization. Score One, Inc. ("the Company") was initially incorporated in the
State of Nevada on June 7, 1996. On March 10, 2000, the Company executed a Share
Exchange Agreement with Advanced Technology International Holdings Limited
("Advanced Technology") and the sole stockholder of Advanced Technology pursuant
to which 100% of the issued share capital of Advanced Technology was acquired by
the Company, in exchange for 16,300,000 shares of the Company's $0.001 par value
common stock, which were issued after a 1.65 for 1 forward stock split as
discussed below.
On March 14, 2000, the Company effected a 1.65 for 1 forward stock split. After
issuing 16,300,000 shares of the common stock to the original stockholder of
Advanced Technology, the Company had a total of 19,930,000 shares of common
stock issued and outstanding. For accounting purposes, the acquisition has been
treated as the acquisition of the Company by Advanced Technology with Advanced
Technology as the acquirer, a reverse merger. The historical financial
statements prior to March 10, 2000 are those of Advanced Technology. All shares
and per share data prior to the acquisition have been restated to reflect the
stock issuance as a recapitalization of Advanced Technology.
Advanced Technology was incorporated in the British Virgin Islands on November
18, 1998, under the name of Modern Frame International Limited ("MFIL"). The
name of MFIL was changed to Advanced Technology on December 23, 1999. The
principal activity of Advanced Technology is to hold investments in
subsidiaries.
On November 28, 1998, Advanced Technology acquired a 100% equity interest in a
newly incorporated shell company, Ford Reach (H.K.) Limited ("Ford Reach") at a
consideration of $129. Ford Reach is a limited liability company incorporated in
Hong Kong.
On January 8, 1999, Advanced Technology, through its immediate subsidiary Lassie
Palace Limited ("Lassie"), acquired a 100% equity interest in a newly
incorporated shell company, Fortune (Conductive Carbon) PCB Factory Company
Limited ("Fortune BVI") (formerly known as Goal Best Gold Limited) at a
consideration of $100. The name change occurred on November 2, 1999. Fortune BVI
is a limited liability company incorporated in the British Virgin Islands.
Pursuant to a purchase and sale agreement dated January 1, 1999, Ford Reach
acquired substantially all the assets and assumed substantially all the
liabilities of Fortune (Conductive Carbon) PCB Factory Company Limited ("Fortune
(HK)"), a limited liability company incorporated in Hong Kong, in exchange for a
note payable to Mr. Ho Wing Cheong in the amount of $1,731,664, which was the
aggregate book value of assets acquired less liabilities assumed. Fortune HK is
a Hong Kong-based company and wholly-owned by Mr. Ho Wing Cheong, now a director
and stockholder of the Company. Advanced Technology believed that the $1,731,664
approximated the fair market value of assets acquired less liabilities assumed
as of January 1, 1999. This company is considered to be the predecessor to the
Company.
F-7
Pursuant to a purchase and sale agreement dated January 1, 1999, Fortune BVI
acquired certain plant and equipment from Dongguan Fortune Circuit Factory Co.,
Ltd. ("Dongguan Fortune") in exchange for a note payable and a dividend payable
to Mr. Ho Wing Cheong of $1,890,962 and
$241,305, respectively, which was the aggregate book value of these assets as of
January 1, 1999. Dongguan Fortune is a People's Republic of China
("China")-based company in which Mr. Ho Wing Cheong has a controlling interest.
Based on the valuation report prepared by Messrs. LCH (Asia Pacific) Surveyors
Limited dated May 3, 2000, Advanced Technology believed that the $1,890,962
approximated fair market value of those assets acquired as of January 8, 1999.
Both Ford Reach and Fortune BVI are engaged in the manufacture and sale of
printed circuit boards for telecommunication systems, scientific calculators and
audio visual equipment to companies in greater China. Ford Reach and Fortune BVI
commenced operations on January 1, 1999 and January 8, 1999, respectively. On
October 1, 1999, Ford Reach transferred all its assets and liabilities to
Fortune BVI at their book values and has been dormant since then.
On January 23, 2001, the Company elected to change its fiscal year-end from May
31 to December 31.
On May 31, 2001, Advanced Technology purchased from Mr. Shum Kai Tong all of the
issued and outstanding equity interests of World Top Development Ltd. ("World
Top"), a company incorporated in the British Virgin Islands for a purchase price
of $11,538,462 (HK$90,000,000). The only asset of World Top is a 100% equity
interest in King Peace Ltd. ("King Peace"), a company incorporated in Hong Kong.
In turn, the only asset of King Peace is all the registered capital of Jiangyin
Jingtai Laminated Board Co. Ltd. ("Jiangyin") (formerly known as Jiangyin
Kaicheng Copper Clad Laminated Sheet Co. Ltd.), a wholly foreign-owned
enterprise established in China whose principal activities are the manufacture
and sale of copper clad laminated sheets. Jiangyin is one of Advanced
Technology's laminated sheet suppliers. Total purchases from Jiangyin for the
years ended December 31, 2001 and 2000 were $1,628,243 (HK$12,700,298) and
$893,955 (HK$6,928,154) representing 9.3% and 7.4%, respectively, of total
Advanced Technology purchases. The purchase price was to be paid as follows: (i)
$4,615,385 (HK$36,000,000) from the proceeds of a placement of shares of a newly
formed indirect subsidiary of the company, (ii) $5,230,769 (HK$40,800,000) was
previously paid by Advanced Technology prior to May 31, 2001 from the working
capital of Advanced Technology, and (iii) the balance of $1,692,308
(HK$13,200,000) is scheduled to be paid in August 2002, but has been rescheduled
to be paid in April 2002. Jiangyin showed no signs of turnaround after the
acquisition on May 31, 2001, and recorded a loss in their statutory audited
accounts for the year ended December 31, 2001. Additionally, Advanced Technology
delegated the primary management and control to the local management and
Advanced Technology does not control the board of Jiangyin and Advanced
Technology does not finance its operations. Based on these factors, Advanced
Technology's Board of Directors concluded that (1) consolidation of the
operations of Jiangyin would be proper for the period from June 2001 to November
2001 and (2) the investment in Jiangyin be accounted for and classified as an
other investment reduced to its estimated net realizable value which is based on
the total investment cost of Jiangyin to the extent of net asset value of
Jiangyin. Included in Other Payables and Accrued Expenses is the balance due on
the Jiangyin acquisition totaling $1,282,051 (HK$10,000,000).
F-8
In May 2001 Advanced Technology sold 20% of the existing issued share capital of
Lassie to four independent investors for an aggregate cash consideration of
$4,615,385 (HK$36,000,000) and recognized a gain on the sale of $4,013,692.
Nature of Business. The Company, through its majority-owned subsidiary Advanced
Technology, is engaged in the manufacturing and sale of printed circuit boards
("PCB") for telecommunication systems, scientific calculators and audiovisual
equipment. PCB's are the basic platforms used to interconnect electronic
components and can be found in virtually all electronic products, including
consumer electronics, computers and automotive, telecommunications, industrial,
medical, military and aerospace equipment. Advanced Technology's primary
customers are original equipment manufacturers ("OEMs").
Summary of Significant Accounting Policies.
Basis of Accounting. The consolidated financial statements are prepared on the
accrual basis of accounting in accordance with generally accepted accounting
principles in the Unites States.
Principles of Consolidation. The accompanying consolidated financial statements
include the accounts of the Company and its majority-owned subsidiary Advanced
Technology, which serves as a holding company for a group of subsidiaries.
Advanced Technology's wholly-owned subsidiary is World Top Development Limited
(British Virgin Islands), which owns 100% of King Peace Limited (Hong Kong).
Advanced Technology's majority-owned subsidiary is Lassie Palace and its
subsidiaries are Ford Reach (dormant), Fortune BVI, Fortune (HK) (dormant),
Dongguan Fortune, and Horn Kingdom Limited (dormant). All significant
intercompany transactions and balances have been eliminated in consolidation.
Foreign Currency Translation and Transactions. The functional currency of the
Company is U.S. dollars (US$) and the financial records are maintained and the
financial statements are prepared in US$. The functional currency of its
subsidiaries is Hong Kong dollars (HK$). The assets and liabilities denominated
in foreign currencies at the balance sheet date are translated into U.S. dollars
at period-end exchange rates and resulting translation adjustments are included
as a separate component of stockholders' equity. Revenues and expenses are
translated at exchange rates ruling at the translation dates and transaction
gains and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency, except those
transactions which operate as a hedge of an identifiable foreign currency
commitment or as a hedge of a foreign currency investment position, are included
in the statement of operations as incurred. Exchange rates between US$ and HK$
were fairly stable during the periods presented. The rate ruling as of December
31, 2001 was US$1:HK$7.8 and as of December 31, 2000 was US$1:HK$7.75. Due to
the stability of the exchange rates during the year ended December 31, 2000,
there were no adjustments in the stockholders' equity.
Use of Estimates. The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect reported amounts of assets and liabilities and
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. The most significant estimates included in the financial
statements are the allowance for doubtful accounts, provision for inventory
obsolescence and slow-moving items, and deferred income taxes. Actual results
could differ from those estimates.
F-9
Cash and Cash Equivalents. Cash and cash equivalents include all highly liquid
investments with an original maturity of three months or less.
Revenue Recognition. Revenue from goods sold is recognized when title passes to
the buyer, which is at time of delivery.
Accounts Receivable and Concentration of Credit Risk. During the normal course
of business, the Company extends unsecured credit to its customers. The
collectibility of debts owed by its customers depends substantially on the
financial condition and cash flow position of its customers. The Company reviews
regularly the credit status of each customer on an individual basis and the
provision for doubtful accounts is recorded based on management's assessment of
the credit status of its customers.
The Company has two suppliers that each account for more than 77% of total
purchases, one of which is a related party (see Note 7). The Company
relationships with these suppliers are good and it does not anticipate any
material difficulties in obtaining raw materials from any suppliers in the near
term, that being one year from the financial statement date.
Inventory. Inventories are stated at the lower of cost or market. Cost is
computed using the first-in, first-out method and includes all costs of
purchase, cost of conversion and other costs incurred in bringing the
inventories to their present location and condition. Market value is determined
by reference to the sales proceeds of items sold in the ordinary course of
business after the balance sheet date or to management estimates based on
prevailing market conditions.
Plant, Equipment and Depreciation. Plant and equipment are stated at cost.
Depreciation is computed using the straight-line method to allocated the cost of
depreciable assets over the estimated useful lives of the assets (in years) as
follows:
Leasehold Improvements 10
Furniture and Fixtures 5
Machinery and Moulds 5
Transportation Equipment 5
Computer and Telephone Equipment 5
Machinery, repairs and minor renewals are charged directly to the statement of
operations as incurred. Additions and betterments to plant and equipment are
capitalized. When assets are disposed of, the related cost and accumulated
depreciation thereon are removed from the accounts and any resulting gain or
loss is included in the statement of operations.
Long-Lived Assets. The Company periodically reviews its long-lived assets for
impairment based upon the estimated undiscounted future cash flows expected to
result from the use of the assets and their eventual disposition. When events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable, the asset is written down to its net realizable value.
Income Taxes. The Company and its subsidiaries account for income taxes using
the liability method, which requires an entity to recognized deferred tax
liabilities and assets. Deferred
F-10
income taxes are recognized based on the differences between the tax bases of
assets and liabilities and their reported amounts in the financial statements
which will result in taxable or deductible amounts in future years. Further, the
effects of enacted tax laws or rate changes are included as part of deferred tax
expenses or benefits in the year that covers the enactment in the near-future
date. A valuation allowance will be provided when there is an uncertainty that a
deferred tax benefit will be realized.
Fair Value of Financial Instrument. The carrying amounts of certain financial
instruments, including cash and cash equivalents, accounts receivables and
accounts payable approximate their fair values because of the relatively
short-term maturity of these instruments. The fair value of the Company's
related party receivables and payables, and notes payable to the major
beneficial stockholder cannot be determined due to the nature of the
transactions.
Related Party. A related party is an entity that can control or significantly
influence the management or operating policies of another entity to the extent
one of the entities may be prevented from pursuing its own interests. A related
party may also be any party the entity deals with that can exercise that
control.
Earnings Per Share. Basic and diluted earnings or loss per share amounts in the
financial statements are computed in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share." Basic earnings or
loss per share is based on the weighted average number of common shares
outstanding. Diluted earnings or loss per share is based on the weighted average
number of common shares outstanding and dilutive common stock equivalents. Basic
earnings/loss per share is computed by dividing net income/loss available to
common stockholders (numerator) by the weighted average number of common shares
outstanding (denominator) during the period and excludes the dilutive effect of
stock options and convertible debentures because to do so would be antidilutive.
All per share and per share information are adjusted retroactively to reflect
stock splits and changes in par value.
Comprehensive Income. The Company includes items of other comprehensive income
by their nature, such as translation adjustments, in a financial statement and
displays the accumulated balance of other comprehensive income separately from
retained earnings in the equity section of the balance sheet.
Capital Structure. The Company discloses its capital structure in accordance
with SFAS No. 129, "Disclosure of Information about Capital Structure," which
established standards for disclosing information about an entity's capital
structure.
Accounting for Derivative Instruments and Hedging Activities. In June 1998, the
FASB issued SFAS No. 133. "Accounting for Derivative Instruments and Hedging
Activities," as amended by SFAS Nos. 137 and 138, which requires companies to
recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. SFAS No. 133 requires that
changes in the derivatives fair value be recognized currently in earnings unless
specific hedge accounting criteria are met. Special accounting for qualifying
hedges allows a derivative's gains or losses to offset related results of
operations in the income statement, and requires companies to formally document,
designate, and access the overall effectiveness of transactions that receive
hedge accounting. The implementation of the standards has no effect on the
Company's financial statements.
F-11
Reclassification. Certain prior period amounts have been reclassified to conform
to the current year presentation. These changes had no effect on previously
reported results of operations or total stockholders' equity.
Recent Accounting Pronouncements. The FASB issued the following pronouncements
during 2001, none of which are expected to have a significant affect on the
financial statements:
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations."
SFAS 141 requires the purchase method of accounting for business combinations
initiated after June 30, 2001 and eliminates the pooling-of-interests method.
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is effective
January 1, 2002. SFAS 142 requires, among other things, the discontinuance of
goodwill amortization. In addition, the standard includes provisions for the
reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments of goodwill. SFAS 142 also requires the Company to complete a
transitional goodwill impairment test six months from the date of adoption.
In August 2001, the FASB issued Statement of Financial Accounting Standards No.
143 ("SFAS 143"), "Accounting for Asset Retirement Obligations", which is
effective for financial statements issued for fiscal years beginning after June
15, 2002. SFAS 143 requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived
Assets", which is effective for financial statements issued for fiscal years
beginning after December 15, 2001. SFAS 144 requires that (a) impairment losses
be recognized only if the carrying amount of a long-lived asset is not
recoverable from its undiscounted cash flows and (b) impairment losses be
measured as the difference between the carrying amount and fair value of the
asset. In addition, SFAS 144 retains existing accounting provisions for the
presentation of discontinued operations in the income statement but broadens
that presentation to include a component of an entity (rather than a segment of
a business).
Pending Accounting Pronouncements. It is anticipated that current pending
accounting pronouncements will not have an adverse impact on the financial
statements of the Company.
NOTE 2. INVENTORIES
Inventories consist of the following at December 31:
2001 2000
---- ----
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Raw materials $ 917,755 $ 540,557
Work-in-progress 64,638 57,676
---------- ----------
$ 982,393 $ 598,233
========== ==========
NOTE 3. PLANT AND EQUIPMENT, NET
Plant and equipment consists of the following at December 31:
2001 2000
---- ----
Leasehold improvements $ 414,320 $ 408,852
Furniture and fixtures 240,132 227,021
Machinery and moulds 7,227,817 5,662,862
Transportation equipment 60,403 51,088
---------- ----------
Total 7,942,672 6,349,823
Less accumulated depreciation 4,288,612 3,122,008
---------- ----------
Net book value $3,654,060 $3,227,815
========== ==========
Depreciation charged to expense during the years ended December 31, 2001 and
2000 was $1,166,604 and $1,020,528, respectively.
NOTE 4. SHORT-TERM BORROWINGS-BANK
December 31, 2001 - The Company had banking facilities of $1,282,051
(HK$10,000,000). A balance of $977,358 (HK$7,623,395) was outstanding as of
December 31, 2001. Borrowings under this facility bear interest at HK$ prime
rate per annum or 1% over HIBOR, whichever is higher and base rate per annum for
foreign currency, including overdraft fees computed at 0.25% per annum over HK$
prime rate or 1% per annum over HIBOR, whichever is higher. The banking
facilities are secured against a corporate guarantee executed by Fu Cheong
International Holdings, Ltd. The agreement expires on June 30, 2002 and it is
management's expectation that the agreement will be renewed by the bank or that
a similar arrangement with another lender will be concluded.
December 31, 2000 - The Company had banking facilities of $387,097
(HK$3,000,000). A balance of $95,491 was outstanding as of December 31, 2000.
Borrowings under this facility bear interest at the prime rate plus 1/4% and are
secured by the director's personal guarantee and property. The agreement expires
on July 21, 2001.
NOTE 5. INCOME TAXES
Tax in the consolidated statements of operations represents the following at
December 31:
2001 2000
---- ----
Current year income tax - overseas $ 614,868 $ 376,678
Overseas taxation has been calculated on the estimated assessable profits for
the year at the rate of taxation prevailing in the countries in which the
Company operates (10% Gross Profits Tax and 5% Business Tax on Sales). No
provision for Hong Kong profits tax has been made as the
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income of the Company is derived from sources outside Hong Kong and is not
subject to Hong Kong Profits tax.
Although the Company's activities are conducted in Hong Kong and China and the
activities of the Company and those of its customers are based in Hong Kong and
China, the Company has determined that it is not liable for taxation in either
Hong Kong or China. The Company's financial statements at December 31, 2001
and 2000 include a full provision for potential tax liabilities of $2,464,615
and $1,038,710, respectively. In the event China business and/or income taxes
become payable, a statutory maximum surcharge could be assessed to the Company
for late payment of taxes. The Company intends to calculate a provision for
income taxes for each period presented and does not anticipate the cumulative
provision to be reversed in the near term.
The Company has not made any tax filings to any tax authorities in China or
the Hong Kong Inland Revenue Department ("IRD"). The tax regulatory regimes, the
prevailing tax rates and the interpretations of any tax regulations by these
authorities may change from time to time, and accordingly, may have an impact on
the Company's tax provision, which may or may not be adequate.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Lease Agreements. On August 1, 2000, the Company entered into a rental agreement
for the lease of office space for two years with Grand Link International
Limited of which Mr. Ho Wing Cheong, director and stockholder of the Company, is
a stockholder and director. In addition, the Company entered into a rental
agreement which is an industrial building and a dormitory building, Ailingkan
Management District, Dalingshan Town, Dongguan, Guangdong Province, the PRC for
twelve years.
As of December 31, 2001, the Company had commitments under a noncancelable
operating lease expiring in excess of one year amounting to $314,123.
Future minimum rental payments for each of the next five years are:
2002 $87,637
2003 $69,688
2004 $69,688
2005 $69,688
2006 $17,422
NOTE 7. RELATED PARTY TRANSACTIONS
The Company had the following transactions with related parties under normal
commercial terms and in the ordinary course of business during the periods
presented:
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Revenues. Sales of printed circuit boards to a substantial stockholder, Yue Fung
Development Limited (YFD), during the years ended December 31, 2001 and 2000
were $430,599 (HK$3,358,669) and $736,982 (HK$5,711,616), respectively,
representing 1.5% and 3.6% of total sales for the years then ended.
Purchases. Purchases from Jiangyin were $1,628,243 (HK$12,700,298) and $893,955
(HK$6,928,154) for the years ended December 31, 2001 and 2000, respectively,
representing 9.3% and 7.4% of total sales for the years then ended.
Rent Expense. Amounts paid to a company controlled with a common director and
stockholder of the Company for the years ended December 31, 2001 and 2000 were
$36,036 and $16,397, respectively.
Amounts due to Related Party. As of December 31, 2001 and 2000, amounts due to a
director and stockholder were $94,073 and $102,281. The amounts are unsecured,
interest-free and repayable on demand.
NOTE 8. SUBSEQUENT EVENT
Reverse Split. On January 11, 2002, the Company completed a one for 80 reverse
split of its outstanding common stock effective immediately thereby reducing the
total outstanding shares to 249,125 shares outstanding. The reverse split was
authorized by the Board of Directors and the Company filed articles of
Amendment with the state of Nevada to decrease the number of shares of common
stock authorized to 515,625, with no change in par value. The financial
statements have been adjusted retroactively to reflect the reverse split.
Corporate Reorganization. On March 6, 2002, the Company underwent a corporate
reorganization in preparation for the listing of shares on the Honk Kong Stock
Exchange in which Fu Cheong International Holdings Limited ("Fu Cheong") was
listed and became the holding company for Lassie and its subsidiaries. Fu Cheong
is a limited liability company incorporated in the Cayman Islands on May 23,
2001. Fu Cheong completed an offering in Hong Kong of 300,000,000 of its shares
at a price of US$.025641 per share. In connection with the offering, Fu Cheong
obtained a listing for its shares on the Main Board of the Hong Kong Stock
Exchange. After the completion of the offering, Score One will own, through its
Advanced Technology subsidiary, 696,000,000 shares, representing 58% of the
common shares of Fu Cheong. Based upon the offering price, Score One will own Fu
Cheong shares having a current market value of over $17 million which will be
freely saleable after the expiration of a six month lock-up period.
F-15
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.
SCORE ONE, INC.
Dated: April 26, 2002 /s/ Wing Hung Ho
-------------------------------------
Wing Hung Ho, Director and Secretary