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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB/A
Amendment No. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUER
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
SCORE ONE, INC.
(Name of Small Business Issuer in its charter)
Nevada 88-0409164
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2133 East 9400 South, Suite 151, Sandy, Utah 84093
(Address of Principal Executive Offices and Zip Code)
Issuer's Telephone Number: (801) 944-0701
Securities to be registered under Section 12(b) of the Act:
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $0.001
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TABLE OF CONTENTS
ITEM NUMBER AND CAPTION Page
1. Description of Business 3
2. Management's Discussion and Analysis or 6
Plan of Operations
3. Description of Properties 6
4. Security Ownership of Certain Beneficial Owners
and Management 6
5. Directors, Executive Officers, Promoters and
Control Persons 7
6. Executive Compensation 8
7. Certain Relationships and Related Transactions 8
8. Legal Proceedings 8
9. Market for Common Equity and
Related Stockholder Matters 8
10. Recent Sales of Unregistered Securities 8
11. Description of Securities 9
12. Indemnification of Directors and Officers 9
13. Financial Statements 10
14. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 10
15. Financial Statements and Exhibits 10
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ITEM 1. DESCRIPTION OF BUSINESS
History
Score One was originally formed as a Nevada corporation, under
the name Aloha "The Breath of Life" Foundation, Inc., in June
1996 for the purpose seeking a favorable business opportunity.
Immediately following organization of Score One, it issued for
services in connection with its formation 2,000,000 shares of
post-split common stock to Park Street Investments, Inc., and
200,000 shares of post-split common stock to Tyson Schiff.
Subsequently, in January and February 1999, Mr. Schiff sold
16,500 post-split shares to four persons in privately-negotiated
transactions. On October 13, 1998, Score One changed its name to
Score One, Inc. On March 10, 1999, Score One amended its
Articles of Incorporation to increase the number of shares of
common and preferred stock to 25,000,000 and 5,000,000
respectively, and effected a 100-for-one forward stock split on
Score One's issued and outstanding common stock. Since
inception, Score One has not participated in any business
venture.
General
Score One was organized to seek, investigate, and, if
warranted, acquire or participate in a favorable business
opportunity. Since its inception, Score One has had no active
business operations and has been seeking to acquire an interest
in a business with long-term growth potential. Score One has not
entered into any agreement, nor does it have any commitment or
understanding to enter into or become engaged in a transaction as
of the date of this filing. Score One continues to investigate,
review, and evaluate business opportunities as they become
available and will seek to acquire or become engaged in business
opportunities at such time as specific opportunities warrant.
There are no plans or arrangements proposed or under
consideration for the issuance or sale of additional securities
by Score One prior to the identification of an acquisition
candidate. Consequently, management anticipates that it may be
able to participate in only one potential business venture, due
primarily to Score One's lack of capital. This lack of
diversification should be considered a substantial risk, because
it will not permit Score One to offset potential losses from one
venture against gains from another.
Selection of a Business
Score One anticipates that businesses for possible acquisition
will be referred by various sources, including its officers and
directors, professional advisors, securities broker-dealers,
venture capitalists, members of the financial community, and
others who may present unsolicited proposals. Score One will not
engage in any general solicitation or advertising for a business
opportunity, and will rely on personal contacts of its officers
and directors and their affiliates, as well as indirect
associations between them and other business and professional
people. By relying on "word of mouth", Score One may be limited
in the number of potential acquisitions it can identify. While
it is not presently anticipated that Score One will engage
unaffiliated professional firms specializing in business
acquisitions or reorganizations, such firms may be retained if
management deems it in the best interest of Score One.
Compensation to a finder or business acquisition firm may take
various forms, including one-time cash payments, payments based
on a percentage of revenues or product sales volume, payments
involving issuance of securities (including those of Score One),
or any combination of these or other compensation arrangements.
Consequently, Score One is currently unable to predict the cost
of utilizing such services.
Score One will not restrict its search to any particular
business, industry, or geographical location, and management
reserves the right to evaluate and enter into any type of
business in any location. Score One may participate in a newly
organized business venture or a more established company entering
a new phase of growth or in need of additional capital to
overcome existing financial problems.
In seeking a business venture, the decision of management will
not be controlled by an attempt to take advantage of any
anticipated or perceived appeal of a specific industry,
management group, product, or industry, but will be based on the
business objective of seeking long-term capital appreciation in
the real value of Score One.
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The analysis of new businesses will be undertaken by or under
the supervision of the officers and directors. In analyzing
prospective businesses, management will consider, to the extent
applicable, the available technical, financial, and managerial
resources; working capital and other prospects for the future;
the nature of present and expected competition; the quality and
experience of management services which may be available and the
depth of that management; the potential for further research,
development, or exploration; the potential for growth and
expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trade or
service marks; name identification; and other relevant
factors.
Score One will analyze all available factors and make a
determination based on a composite of available facts, without
reliance on any single factor. The period within which Score One
may participate in a business cannot be predicted and will depend
on circumstances beyond Score One's control, including the
availability of businesses, the time required for Score One to
complete its investigation and analysis of prospective
businesses, the time required to prepare appropriate documents
and agreements providing for Score One's participation, and other
circumstances.
Acquisition of a Business
In implementing a structure for a particular business
acquisition, Score One may become a party to a merger,
consolidation, or other reorganization with another corporation
or entity; joint venture; license; purchase and sale of assets;
or purchase and sale of stock, the exact nature of which cannot
now be predicted. Notwithstanding the above, Score One does not
intend to participate in a business through the purchase of
minority stock positions. On the consummation of a transaction,
it is likely that the present management and shareholders of
Score One will not be in control of Score One. In addition, a
majority or all of Score One's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by
new directors without a vote of Score One's shareholders.
In connection with Score One's acquisition of a business, the
present shareholders of Score One, including officers and
directors, may, as a negotiated element of the acquisition, sell
a portion or all of Score One's Common Stock held by them at a
significant premium over their original investment in Score One.
As a result of such sales, affiliates of the entity participating
in the business reorganization with Score One would acquire a
higher percentage of equity ownership in Score One. Management
does not intend to actively negotiate for or otherwise require
the purchase of all or any portion of its stock as a condition to
or in connection with any proposed merger or acquisition.
Although Score One's present shareholders did not acquire their
shares of Common Stock with a view towards any subsequent sale in
connection with a business reorganization, it is not unusual for
affiliates of the entity participating in the reorganization to
negotiate to purchase shares held by the present shareholders in
order to reduce the amount of shares held by persons no longer
affiliated with Score One and thereby reduce the potential
adverse impact on the public market in Score One's common stock
that could result from substantial sales of such shares after the
business reorganization. Public investors will not receive any
portion of the premium that may be paid in the foregoing
circumstances. Furthermore, Score One's shareholders may not be
afforded an opportunity to approve or consent to any particular
stock buy-out transaction.
In the event sales of shares by present shareholders of Score
One, including officers and directors, is a negotiated element of
a future acquisition, a conflict of interest may arise because
directors will be negotiating for the acquisition on behalf of
Score One and for sale of their shares for their own respective
accounts. Where a business opportunity is well suited for
acquisition by Score One, but affiliates of the business
opportunity impose a condition that management sell their shares
at a price which is unacceptable to them, management may not
sacrifice their financial interest for Score One to complete the
transaction. Where the business opportunity is not well suited,
but the price offered management for their shares is high,
Management will be tempted to effect the acquisition to realize a
substantial gain on their shares in Score One. Management has
not adopted any policy for resolving the foregoing potential
conflicts, should they arise, and does not intend to obtain an
independent appraisal to determine whether any price that may be
offered for their shares is fair. Stockholders must rely,
instead, on the obligation of management to fulfill its fiduciary
duty under state law to act in the best interests of Score One
and its stockholders.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance on exemptions from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of the
transaction, Score One may agree to register such securities
either at the time the transaction is consummated, under certain
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conditions, or at specified times thereafter. Although the terms
of such registration rights and the number of securities, if any,
which may be registered cannot be predicted, it may be expected
that registration of securities by Score One in these
circumstances would entail substantial expense to Score One. The
issuance of substantial additional securities and their potential
sale into any trading market which may develop in Score One's
securities may have a depressive effect on such market.
Notwithstanding the fact that Score One is technically the
acquiring entity in the foregoing circumstances, generally
accepted accounting principles will ordinarily require that such
transaction be accounted for as if Score One had been acquired by
the other entity owning the business and, therefore, will not
permit a write-up in the carrying value of the assets of the
other company.
The manner in which Score One participates in a business will
depend on the nature of the business, the respective needs and
desires of Score One and other parties, the management of the
business, and the relative negotiating strength of Score One and
such other management.
Score One will participate in a business only after the
negotiation and execution of appropriate written agreements.
Although the terms of such agreements cannot be predicted,
generally such agreements will require specific representations
and warranties by all of the parties thereto, will specify
certain events of default, will detail the terms of closing and
the conditions which must be satisfied by each of the parties
prior to such closing, will outline the manner of bearing costs
if the transaction is not closed, will set forth remedies on
default, and will include miscellaneous other terms.
Operation of Business After Acquisition
Score One's operation following its acquisition of a business
will depend on the nature of the business and the interest
acquired. Score One is unable to predict whether present
management will be in control of Score One following the
acquisition. It may be expected that the business will present
various risks, which cannot be predicted at the present time.
Governmental Regulation
It is impossible to predict the government regulation, if any, to
which Score One may be subject until it has acquired an interest
in a business. The use of assets and/or conduct of businesses
which Score One may acquire could subject it to environmental,
public health and safety, land use, trade, or other governmental
regulations and state or local taxation. In selecting a business
in which to acquire an interest, management will endeavor to
ascertain, to the extent of the limited resources of Score One,
the effects of such government regulation on the prospective
business of Score One. In certain circumstances, however, such
as the acquisition of an interest in a new or start-up business
activity, it may not be possible to predict with any degree of
accuracy the impact of government regulation. The inability to
ascertain the effect of government regulation on a prospective
business activity will make the acquisition of an interest in
such business a higher risk.
Competition
Score One will be involved in intense competition with other
business entities, many of which will have a competitive edge
over Score One by virtue of their stronger financial resources
and prior experience in business. There is no assurance that
Score One will be able to locate and acquire a successful
venture.
Employees
Score One is a development stage company and currently has no
employees. Executive officers, who are not compensated for their
time contributed to Score One, will devote only such time to the
affairs of Score One as they deem appropriate, which is estimated
to be approximately 20 hours per month per person. Management of
Score One expects to use consultants, attorneys, and accountants
as necessary, and does not anticipate a need to engage any full-
time employees so long as it is seeking and evaluating
businesses. The need for employees and their availability will
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be addressed in connection with a decision whether to acquire or
participate in a specific business venture.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
Results of Operations
Score One had no revenue for the years ended May 31, 1999 and
1998.
General and administrative expenses for year ended May 31, 1999,
were $225, and Score One had no such expenses for the year ended
May 31, 1998. General and administrative expenses during fiscal
year 1999, consisted of fees and related expenses associated with
reviving Score One. Score One realized a net loss of $225 for
fiscal year 1999, and no net income or loss for the year ended
May 31, 1998.
Score One does not expect to generate any meaningful revenue or
incur operating expenses unless and until it acquires an interest
in an operating company.
Liquidity and Capital Resources
At May 31, 1999, Score One had a working capital deficit of
$225. Score One's cash in the amount of $4,775 resulted from a
loan from Score One's principal stockholder, which bears interest
at the rate of 10% per annum and is due March 31, 2000. The
funds were loaned to Score One to fund its revival and the
preparation and filing of this registration statement.
Management believes that Score One has sufficient cash to meet
the anticipated needs of Score One's operations through at least
the first calendar quarter of 2000. However, there can be no
assurances to that effect, as Score One has no revenues and Score
One's need for capital may change dramatically if it acquires an
interest in a business opportunity during that period. Score
One's current operating plan is to (i) handle the administrative
and reporting requirements of a public company; and (ii) search
for potential businesses, products, technologies and companies
for acquisition. At present, Score One has no understandings,
commitments or agreements with respect to the acquisition of any
business, product, technology or company and there can be no
assurance that Score One will identify any such business,
product, technology or company suitable for acquisition in the
future. Further, there can be no assurance that Score One would
be successful in consummating any acquisition on favorable terms
or that it will be able to profitably manage the business,
product, technology or company it acquires. If Score One is
unable to participate in a business venture by the end of the
first calendar quarter of 2000, it may require additional capital
to continue its search for a business venture and avoid
dissolution. In this event, it is anticipated that Score One
will seek extension of its note payable to Ken Kurtz, the sole
officer and director of Score One, as well as additional debt
financing. Mr. Kurtz has indicated his willingness to provide
these considerations to Score One. Nevertheless, there is no
assurance additional capital will be available to Score One on
acceptable terms.
ITEM 3. DESCRIPTION OF PROPERTIES
Score One shares office space at no cost at the offices of its
President, located at 2133 East 9400 South, Suite 151, Sandy,
Utah 84093.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of June 30, 1999, the number
and percentage of the outstanding shares of common stock which,
according to the information supplied to Score One, were
beneficially owned by (i) each person who is currently a director
of Score One, (ii) each executive officer, (iii) all current
directors and executive officers of Score One as a group and (iv)
each person who, to the knowledge of Score One, is the beneficial
owner of more than 5% of the outstanding common stock. Except as
otherwise indicated, the persons named in the table have sole
voting and dispositive power with respect to all shares
beneficially owned, subject to community property laws where
applicable.
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Common Percent
Shares of
Class(2)
Name and Address
Ken Kurtz * 2,000,000 90.9
Park Street Investments, Inc.
2133 East 9400 South, Suite 151
Sandy, Utah 84093
Tyson Schiff 183,500 8.3
1528 East Marks Court
Salt Lake City, Utah 84124
All Executive officers and
Directors as a Group (1 person)
* Ken Kurtz is the sole officer and director of Score One.
Mr. Kurtz owns Park Street Investments, Inc., so Mr. Kurtz has
voting and investment control over the 2,000,000 shares held of
record by that company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
Directors and Officers
The following table sets forth the names, ages, and positions
with Score One for each of the directors and officers of Score
One.
Name Age Positions (1) Since
Ken Kurtz 31 President, Secretary, 1998
Treasurer and Director
All executive officers are elected by the Board and hold office
until the next Annual Meeting of stockholders and until their
successors are elected and qualify.
The following is information on the business experience of each
director and officer.
Mr. Kurtz has been since February 1992, the president, sole
director and sole shareholder of Park Street Investments, Inc., a
Utah corporation and Score One's largest shareholder. Through
Park Street Investments, Inc., Mr. Kurtz provides consulting
services to public and private companies on mergers,
recapitalizations, and other forms of corporate reorganization.
Mr. Kurtz is, and Additionally, Mr. Kurtz has served on the board
of directors and as an officer of other reporting publicly held
companies including Hamilton Exploration Co., Inc. in 1995 and is
currently deemed a control person of Nugget Exploration, Inc. Mr.
Kurtz graduated from the University of Utah with a Bachelor's of
Science degree in Finance.
Other Shell Company Activities
Mr. Kurtz is currently an officer, director, and controlling
stockholder of Area Investment and Development Company and of
Nugget Exploration, Inc., both publicly held shell corporations
seeking a business acquisition. The possibility exists that Mr.
Kurtz could become an officers, director, or major stockholder of
other shell companies in the future. Certain conflicts of
interest are inherent in the participation of Score One's
officers and directors as management in other shell companies,
which may be difficult, if not impossible, to resolve in all
cases in the best interests of Score One. Failure by management
to conduct Score One's business in its best interests may result
in liability of management of Score One to the shareholders.
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ITEM 6. EXECUTIVE COMPENSATION
Score One has no agreement or understanding, express or implied,
with any officer, director, or principal stockholder, or their
affiliates or associates, regarding employment with Score One or
compensation for services. Score One has no plan, agreement, or
understanding, express or implied, with any officer, director, or
principal stockholder, or their affiliates or associates,
regarding the issuance to such persons of any shares of Score
One's authorized and unissued common stock. There is no
understanding between Score One and any of its present
stockholders regarding the sale of a portion or all of the common
stock currently held by them in connection with any future
participation by Score One in a business. There are no other
plans, understandings, or arrangements whereby any of Score One's
officers, directors, or principal stockholders, or any of their
affiliates or associates, would receive funds, stock, or other
assets in connection with Score One's participation in a
business. No advances have been made or contemplated by Score
One to any of its officers, directors, or principal stockholders,
or any of their affiliates or associates.
There is no policy that prevents management from adopting a plan
or agreement in the future that would provide for cash or stock
based compensation for services rendered to Score One.
On acquisition of a business, it is possible that current
management will resign and be replaced by persons associated with
the business acquired, particularly if Score One participates in
a business by effecting a stock exchange, merger, or
consolidation as discussed under "BUSINESS." In the event that
any member of current management remains after effecting a
business acquisition, that member's time commitment and
compensation will likely be adjusted based on the nature and
location of such business and the services required, which cannot
now be foreseen.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Ken Kurtz, an officer, director, and controlling stockholder of
Score One loaned $5,000 to Score One in April 1999, which bears
interest at the rate of 10% per annum and is due March 31, 2000.
The loan was made to provide funds for the revival of Score One
and the preparation and filing of this registration statement.
ITEM 8. LEGAL PROCEEDINGS
Score One is not a party to any material pending legal
proceedings, and to the best of its knowledge, no such
proceedings by or against Score One have been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
From the date of inception to the date of this registration
statement there has been no public trading market for Score One's
common stock. Following the filing of this registration
statement, Score One will seek out one or more stock brokerage
firms to make a market in Score One's common stock and submit an
application for quotation of Score One's common stock on the OTC
Bulletin Board operated by the National Association of Securities
Dealers, Inc. There is no assurance that a trading market in the
common stock will be established in the future.
Since its inception, no dividends have been paid on Score One's
common stock. Score One intends to retain any earnings for use
in its business activities, so it is not expected that any
dividends on the common stock will be declared and paid in the
foreseeable future.
At June 30, 1999, there were approximately 26 holders of record
of Score One's Common Stock.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
Score One has not offered or sold any securities during the three-
year period prior to the filing of this registration statement.
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ITEM 11. DESCRIPTION OF SECURITIES
Score One is authorized to issue 25,000,000 shares of common
stock, par value $0.001 per share, of which 2,200,000 shares are
issued and outstanding. Holders of common stock are entitled to
one vote per share on each matter submitted to a vote at any
meeting of stockholders. Shares of common stock do not carry
cumulative voting rights and, therefore, holders of a majority of
the outstanding shares of common stock will be able to elect the
entire board of directors, and, if they do so, minority
stockholders would not be able to elect any members to the board
of directors. Score One's board of directors has authority,
without action by Score One's stockholders, to issue all or any
portion of the authorized but unissued shares of common stock,
which would reduce the percentage ownership in Score One of its
stockholders and which may dilute the book value of the common
stock. Stockholders of Score One have no pre-emptive rights to
acquire additional shares of common stock. The common stock is
not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of Score One, the
shares of common stock are entitled to share equally in corporate
assets after satisfaction of all liabilities. Holders of common
stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally
available for the payment of dividends. Score One has not paid
dividends on its common stock and does not anticipate that it
will pay dividends in the foreseeable future.
Score One is authorized to issue 5,000,000 shares of preferred
stock, par value $0.001, none of which are issued and
outstanding. Score One currently has no plans to issue any
preferred stock. Score One's board of directors has authority,
without action by the shareholders, to issue all or any portion
of the unissued preferred stock in one or more series and to
determine the voting rights, preferences as to dividends and
liquidation, conversion rights and other rights of such series.
The preferred stock, if and when issued, may carry rights
superior to those of the common stock.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada Revised Statutes provides in
relevant part as follows:
(1) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending,
or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise, against expenses, including attorneys' fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit,
or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or on a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to
any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
(2) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending,
or completed action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue, or matter
as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which
such action or suit was brought shall determine on application
that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall
deem proper.
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(3) To the extent that a director, officer, employee, or agent
of a corporation has been successful on the merits or otherwise
in defense of any action, suit, or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Score One's articles of incorporation provide that Score One may
indemnify to the full extent of its power to do so under Nevada
law, all directors, officers, employees, and/or agents of Score
One for liabilities and expenses reasonably incurred in
connection with any action, suit, or proceeding to which such
person may be a party by reason of such person's position with
Score One. Consequently, Score One intends to indemnify its
officers, directors, employees, and agents to the full extent
permitted by the statute noted above.
ITEM 13. FINANCIAL STATEMENTS
The financial statements of Score One appear at the end of this
report beginning with the Index to Financial Statements on page F-
1.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants
since Score One's organization.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements of Score One appear at the end
of this registration statement beginning with the Index to
Financial Statements on page F-1.
Independent Auditors' Report
Balance Sheet
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
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Exhibits
Pursuant to Item 601 of Regulation S-B, copies of the following
documents are included as exhibits to the Company's initial
filing of this Registration Statement on Form 10-SB on July 15,
1999, and are incorporated herein buy this reference. The page
number references are to the page numbers in that initial filing.
Exhibit SEC Ref. Title of Document Page
No. No.
1 (3)(i) Articles of Incorporation, as amended E-1
2 (3)(ii) By-Laws E-10
3 (10) Promissory Note E-21
4 (27) Financial Data Schedule *
* The Financial Data Schedule is presented only in the
electronic filing with the Securities and Exchange Commission.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned thereunto duly
authorized.
SCORE ONE, INC.
Date: August 26, 1999 By: /s/ Ken Kurtz, President
In accordance with the Exchange Act, this registration statement
has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Dated: August 26, 1999 /s/ Ken Kurtz, Director
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SCORE ONE, INC.
(A Development Stage Company)
Financial Statements
May 31, 1999 and 1998
C O N T E N T S
Independent Auditors' Report F-2
Balance Sheet F-3
Statements of Operations F-4
Statements of Stockholders' Equity F-5
Statements of Cash Flows F-6
Notes to the Financial Statements F-7
F-1
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Score One, Inc.
(A Development Stage Company)
Sandy, Utah
We have audited the accompanying balance sheet of Score One, Inc.
(a development stage company) as of May 31, 1999 and the related
statements of operations, stockholders' equity (deficit) and cash
flows for the years ended May 31, 1999 and 1998 and from
inception on June 7, 1996 through May 31, 1999. 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 generally accepted
auditing standards. Those standards require that we plan and
perform the audits 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 financial position
of Score One, Inc. (a development stage company) as of May 31,
1999 and the results of its operations and its cash flows for the
years ended May 31, 1999 and 1998 and from inception on June 7,
1996 through May 31, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 3 to the financial statements, the Company is a
development stage company with no significant operating results
to date, which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to
these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
June 28, 1999
F-2
<PAGE>
SCORE ONE, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
May 31,
1999
CURRENT ASSETS
Cash $ 4,775
Total Current Assets 4,775
TOTAL ASSETS $ 4,775
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Note payable - related party (Note 5) $ 5,000
Total Current Liabilities 5,000
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value:
5,000,000 shares authorized,
-0- shares issued and outstanding -
Common stock, $0.001 par value,
25,000,000 shares authorized,
2,200,000 shares issued and outstanding 2,200
Deficit accumulated during the development stage (2,425)
Total Stockholders' Equity (Deficit) (225)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $4,775
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
SCORE ONE, INC.
(A Development Stage Company)
Statements of Operations
From
Inception on
For the June 7,
Years Ended 1996 Through
May 31, May 31,
1999 1998 1999
REVENUES $ - $ - $ -
EXPENSES
General and administrative 225 - 2,425
Total Expenses 225 - 2,425
NET LOSS $ (225) $ - $(2,425)
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 2,200,000 2,200,000
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
SCORE ONE, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on June 7, 1996 through May 31, 1999
Deficit
Accumulated
During the
Preferred Stock Common Stock Development
Shares Amount Shares Amount Stage
Balance at inception on
June 7, 1996 - $ - - $ - $ -
Issuance of common stock for
services at $0.001 per share - - 2,200,000 2,200 -
Net loss from inception on
June 7, 1996 through
May 31, 1997 - - - - (2,200)
Balance, May 31, 1997 - - 2,200,000 2,200 (2,200)
Net loss for the year ended
May 31, 1998 - - - - -
Balance, May 31, 1998 2,200,000 2,200 (2,200)
Net loss for the year ended
May 31, 1999 - - - - (225)
Balance, May 31, 1999 - $ - 2,200,000 $ 2,200 (2,425)
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
SCORE ONE, INC.
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
For the June 7,
Years Ended 1996 Through
May 31, May 31,
1999 1998 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (225) $ - $ (2,425)
Adjustments to reconcile net loss to net
cash used by operating activities:
Common stock issued for services - - 2,200
Net Cash Used by Operating Activities (225) - (225)
CASH FLOWS FROM INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable 5,000 - 5,000
Net Cash Provided by Financing Activities 5,000 - 5,000
NET INCREASE IN CASH 4,775 - 4,775
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR - - -
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 4,775 $ - $ 4,775
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for services $ - $ - $ 2,200
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
SCORE ONE, INC.
(A Development Stage Company)
Notes to the Financial Statements
May 31, 1999
NOTE 1 - NATURE OF ORGANIZATION
The financial statements presented are those of Score
One, Inc. (the Company). The Company was organized under
the laws of the State of Nevada on June 7, 1996 under the
name Aloha "The Breath of Life" Foundation, Inc. On
March 26, 1999, the Company passed an amendment to change
the Company's name to Score One, Inc. The Company was
organized for the purpose of seeking potential business
ventures.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The financial statements are prepared using the accrual
method of accounting. The Company has elected a May 31
year end.
b. Provision for Taxes
At May 31, 1999, the Company has net operating loss
carryforwards of approximately $2,500 that may be offset
against future taxable income through 2015. No tax
benefit has been reported in the financial statements
because the Company believes there is a 50% or greater
chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the
same amount.
c. Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the 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.
Actual results could differ from those estimates.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with
a maturity of three months or less when purchased to be
cash equivalents.
e. Basic Loss Per Share
The computation of basic loss per share of common stock
is based on the weighted average number of shares
outstanding during the period of the financial
statements.
F-7
<PAGE>
SCORE ONE, INC.
(A Development Stage Company)
Notes to the Financial Statements
May 31, 1999
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of
assets and liquidation of liabilities in the normal
course of business. However, the Company does not have
significant cash or other material assets, nor does it
have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as
a going concern. In the event that the Company needs
additional cash for operational expenses, the Company
will seek an extension of its note payable to the sole
officer and director as well as additional debt
financing. The sole officer and director has indicated
his willingness to provide these considerations. It is
also the intent of the Company to complete a limited
offering of its common stock.
NOTE 4 - FORWARD STOCK SPLIT
On March 10, 1999, the Company approved a 100-for-1
forward stock split. The forward stock split has been
reflected on a retroactive basis.
NOTE 5 - NOTE PAYABLE - RELATED PARTY
As of May 31, 1999, the Company owed a related party
$5,000. The note is due in full on May 31, 2000 and
accrues interest at 10% per annum.
F-8
<PAGE>
