U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
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
Part I 3
1. Description of Business 3
2. Management's Discussion and Analysis or Plan of 6
Operations
3. Description of Properties 7
4. Security Ownership of Certain Beneficial Owners and 7
Management
5. Directors, Executive Officers, Promoters and Control 8
Persons
6. Executive Compensation 9
7. Certain Relationships and Related Transactions 9
8. Legal Proceedings 9
9. Market for Common Equity and Related Stockholder 9
Matters
10. Recent Sales of Unregistered Securities 10
11. Description of Securities 10
12. Indemnification of Directors and Officers 10
13. Financial Statements 11
14. Changes in and Disagreements with Accountants on 11
Accounting and Financial Disclosure
15. Financial Statements and Exhibits 11
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ITEM 1. DESCRIPTION OF BUSINESS
History
The Company 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 the Company, it issued for
services in connection with its formation 20,000 shares of pre-
split common stock to Park Street Investments, Inc., and 2,000
shares of pre-split common stock to Tyson Schiff. On October 13,
1998, the Company changed its name to Score One, Inc. On March
10, 1999, the Company 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 the Company's issued and outstanding
common stock. Since inception, the Company has not participated
in any business venture.
General
The Company was organized to seek, investigate, and, if
warranted, acquire or participate in a favorable business
opportunity. The Company 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.
The Company 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.
To date, opportunities have been made available to the Company
through its officers and directors and through independent
professionals, including securities broker-dealers and members of
the financial community. It is anticipated that business
opportunities will continue to be available primarily from these
sources.
It is likely a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality
of the other firm's management and personnel, the asset base of
such firm or enterprise, the anticipated acceptability of new
products or marketing concepts, the merit of the firms business
plan, and numerous other factors which are difficult, if not
impossible, to analyze through the application of any objective
criteria.
Since its inception, the Company has had no active business
operations and has been seeking to acquire an interest in a
business with long-term growth potential. The Company currently
has no commitment or arrangement to participate in a business and
cannot now predict what type of business it may enter into or
acquire. It is emphasized that the business objectives discussed
herein are extremely general and are not intended to be
restrictive on the discretion of the Company's management.
There are no plans or arrangements proposed or under
consideration for the issuance or sale of additional securities
by the Company 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 the Company's lack of capital. This lack of
diversification should be considered a substantial risk, because
it will not permit the Company to offset potential losses from
one venture against gains from another.
Selection of a Business
The Company 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. The Company 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", the Company may be
limited in the number of potential acquisitions it can identify.
While it is not presently anticipated that the Company 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 the Company.
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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 the
Company), or any combination of these or other compensation
arrangements. Consequently, the Company is currently unable to
predict the cost of utilizing such services.
The Company 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. The Company 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. Participation in a new
business venture entails greater risks since in many instances
management of such a venture will not have proved its ability,
the eventual market of such venture's product or services will
likely not be established, and the profitability of the venture
will be unproved and cannot be predicted accurately. If the
Company participates in a more established firm with existing
financial problems, it may be subjected to risk because the
financial resources of the Company may not be adequate to
eliminate or reverse the circumstances leading to such 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 the Company.
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.
It is anticipated that the results of operations of a specific
firm may not necessarily be indicative of the potential for the
future because of the requirement to substantially shift
marketing approaches, expand significantly, change product
emphasis, change or substantially augment management, and other
factors.
The Company 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 the
Company may participate in a business cannot be predicted and
will depend on circumstances beyond the Company's control,
including the availability of businesses, the time required for
the Company to complete its investigation and analysis of
prospective businesses, the time required to prepare appropriate
documents and agreements providing for the Company's
participation, and other circumstances.
Acquisition of a Business
In implementing a structure for a particular business
acquisition, the Company 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, the Company 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 the
Company will not be in control of the Company. In addition, a
majority or all of the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by
new directors without a vote of the Company's shareholders.
In connection with the Company's acquisition of a business, the
present shareholders of the Company, including officers and
directors, may, as a negotiated element of the acquisition, sell
a portion or all of the Company's Common Stock held by them at a
significant premium over their original investment in the
Company. As a result of such sales, affiliates of the entity
participating in the business reorganization with the Company
would acquire a higher percentage of equity ownership in the
Company. 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
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acquisition. Although the Company'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 the Company and thereby
reduce the potential adverse impact on the public market in the
Company'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, the Company'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 the
Company, 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 the Company and for sale of their shares for their own
respective accounts. Where a business opportunity is well suited
for acquisition by the Company, 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 the Company 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 the Company.
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
the Company 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, the Company may agree to register such securities
either at the time the transaction is consummated, under certain
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 the Company in these
circumstances would entail substantial expense to the Company.
The issuance of substantial additional securities and their
potential sale into any trading market which may develop in the
Company's securities may have a depressive effect on such market.
While the actual terms of a transaction to which the Company may
be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to
structure the acquisition as a so-called "tax-free" event under
sections 351 or 368(a) of the Internal Revenue Code of 1986, (the
"Code"). In order to obtain tax-free treatment under section 351
of the Code, it would be necessary for the owners of the acquired
business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would
retain less than 20% of the issued and outstanding shares of the
surviving entity. Section 368(a)(1) of the Code provides for tax-
free treatment of certain business reorganizations between
corporate entities where one corporation is merged with or
acquires the securities or assets of another corporation.
Generally, the Company will be the acquiring corporation in such
a business reorganization, and the tax-free status of the
transaction will not depend on the issuance of any specific
amount of the Company's voting securities. It is not uncommon,
however, that as a negotiated element of a transaction completed
in reliance on section 368, the acquiring corporation issue
securities in such an amount that the shareholders of the
acquired corporation will hold 50% or more of the voting stock of
the surviving entity. Consequently, there is a substantial
possibility that the shareholders of the Company immediately
prior to the transaction would retain less than 50% of the issued
and outstanding shares of the surviving entity. Therefore,
regardless of the form of the business acquisition, it may be
anticipated that stockholders immediately prior to the
transaction will experience a significant reduction in their
percentage of ownership in the Company.
Notwithstanding the fact that the Company is technically the
acquiring entity in the foregoing circumstances, generally
accepted accounting principles will ordinarily require that such
transaction be accounted for as if the Company 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.
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The manner in which the Company participates in a business will
depend on the nature of the business, the respective needs and
desires of the Company and other parties, the management of the
business, and the relative negotiating strength of the Company
and such other management.
The Company 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
The Company's operation following its acquisition of a business
will depend on the nature of the business and the interest
acquired. The Company is unable to predict whether present
management will be in control of the Company 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 the Company may be subject until it has acquired an
interest in a business. The use of assets and/or conduct of
businesses which the Company 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 the Company, the effects of such government
regulation on the prospective business of the Company. 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
The Company will be involved in intense competition with other
business entities, many of which will have a competitive edge
over the Company by virtue of their stronger financial resources
and prior experience in business. There is no assurance that the
Company will be able to locate and acquire a successful venture.
Employees
The Company is a development stage company and currently has no
employees. Executive officers, who are not compensated for their
time contributed to the Company, will devote only such time to
the affairs of the Company as they deem appropriate, which is
estimated to be approximately 20 hours per month per person.
Management of the Company 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 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
The Company 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 the Company 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
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associated with reviving the Company. The Company realized a net
loss of $225 for fiscal year 1999, and no net income or loss for
the year ended May 31, 1998.
The Company 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, the Company had a working capital deficit of
$225. The Company's cash in the amount of $4,775 resulted from a
loan from the Company's principal stockholder, which bears
interest at the rate of 10% per annum and is due March 31, 2000.
The funds were loaned to the Company to fund its revival and the
preparation and filing of this registration statement.
Management believes that the Company has sufficient cash to meet
the anticipated needs of the Company's operations through at
least the first calendar quarter of 2000. However, there can be
no assurances to that effect, as the Company has no revenues and
the Company's need for capital may change dramatically if it
acquires an interest in a business opportunity during that
period. The Company'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, the
Company 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 the Company will
identify any such business, product, technology or company
suitable for acquisition in the future. Further, there can be no
assurance that the Company 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 the Company 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. There is no assurance additional
capital will be available to the Company on acceptable terms.
ITEM 3. DESCRIPTION OF PROPERTIES
The Company 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 the Company, were
beneficially owned by (i) each person who is currently a director
of the Company, (ii) each executive officer, (iii) all current
directors and executive officers of the Company as a group and
(iv) each person who, to the knowledge of the Company, 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 the Company.
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 the Company for each of the directors and officers of the
Company.
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 the Company'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 the Company'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 the Company. Failure by
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management to conduct the Company's business in its best
interests may result in liability of management of the Company to
the shareholders.
ITEM 6. EXECUTIVE COMPENSATION
The Company has no agreement or understanding, express or
implied, with any officer, director, or principal stockholder, or
their affiliates or associates, regarding employment with the
Company or compensation for services. The Company 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 the Company's authorized and unissued common stock.
There is no understanding between the Company 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 the Company in a business. There are no
other plans, understandings, or arrangements whereby any of the
Company's officers, directors, or principal stockholders, or any
of their affiliates or associates, would receive funds, stock, or
other assets in connection with the Company's participation in a
business. No advances have been made or contemplated by the
Company 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 the Company.
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 the Company 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
the Company loaned $5,000 to the Company 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 the
Company and the preparation and filing of this registration
statement.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings, and to the best of its knowledge, no such
proceedings by or against the Company 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 the
Company's common stock. Following the filing of this
registration statement, the Company will seek out one or more
stock brokerage firms to make a market in the Company's common
stock and submit an application for quotation of the Company'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 the Company's
common stock. The Company 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 the Company's Common Stock.
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
The Company has not offered or sold any securities during the
three-year period prior to the filing of this registration
statement.
ITEM 11. DESCRIPTION OF SECURITIES
The Company 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. The Company's board of directors has authority,
without action by the Company's stockholders, to issue all or any
portion of the authorized but unissued shares of common stock,
which would reduce the percentage ownership in the Company of its
stockholders and which may dilute the book value of the common
stock. Stockholders of the Company 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 the Company,
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. The Company has
not paid dividends on its common stock and does not anticipate
that it will pay dividends in the foreseeable future.
The Company is authorized to issue 5,000,000 shares of preferred
stock, par value $0.001, none of which are issued and
outstanding. The Company currently has no plans to issue any
preferred stock. The Company'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.
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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.
(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.
The Company's articles of incorporation provide that the Company
may indemnify to the full extent of its power to do so under
Nevada law, all directors, officers, employees, and/or agents of
the Company 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
the Company. Consequently, the Company 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 the Company 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 the Company's organization.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements of the Company 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
11
<PAGE>
Exhibits
Copies of the following documents are included as exhibits to
this report pursuant to Item 601 of Regulation S-B.
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: July 14, 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: July 14, 1999 /s/ Ken Kurtz, Director
12
<PAGE>
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
<PAGE>
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-5
<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. It is the intent of the Company to
complete a limited offering of its common stock. In the
interim, shareholders of the Company have committed to
meeting its minimal operating expenses.
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
Exhibit No. 1
Score One, Inc.
Form 10-SB
ARTICLES OF INCORPORATION
OF
ALOHA "THE BREATH OF LIFE" FOUNDATION, INC.
a Nevada corporation
I the undersigned, being the original incorporator herein
named, for the purpose of forming a corporation under the General
Corporation Laws of the State of Nevada, to do business both
within and without the State of Nevada, do make and file these
Articles of Incorporation, hereby declaring and certifying that
the facts herein stated are true:
ARTICLE I
NAME
The name of the corporation is ALOHA "THE BREATH OF LIFE"
FOUNDATION INC.
ARTICLE II
RESIDENT AGENT & REGISTERED OFFICE
Section 2.01. Resident Agent. The name and address of the
Resided Agent for service of process is Nevada Corporate
Headquarters, Inc., 5300 West Sahara Suite 101, Las Vegas, Nevada
89102. Mailing Address: P.O. Box 27740 Las Vegas, NV 89126
Section 2.02. Registered Office. The Corporation may also
maintain offices for the transaction of any business at such
other places within or without the State of Nevada as it may from
time to time determine. Corporate business of everything and
nature may be conducted and meetings of directors and
stockholders held outside the State of Nevada with the same
effect as if in the State of Nevada.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in
any lawful activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01. Number and Class. The total number of the
share of authorized capital stock of the Corporation shall
consist of a single class of twenty-five thousand (25,000) shares
of common stock, no par value.
The Common Stock may be issued form time to time without
action by the stockholders. The Common Stock may be issued for
such consideration as may be fixed from time to time by the Board
of Directors.
The Board of Directors may issue such shares of Common Stock
in one or more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions adopted by them.
Section 4.02. No Preemptive Rights. Holders of the Common
Stock of the corporations shall not have any preference,
preemptive right, or right of subscription to acquire any shares
of the corporation authorized, issued or sold, or to be
authorized, issued or sold, and convertible into shares of the
Corporation nor to any right of subscription thereto, other than
to the extent, if any, the Board of Directors may determine form
time to time.
Section 4.03. Non-Assessability of Shares. The Common
Stock of the corporation, after the amount of the subscription
prices has been paid, in money, property or services, as the
directors shall determine, shall not be subject to assessment to
pay the debts of the corporation, nor for any other purpose and
stock issued as fully paid shall ever be assessed, and the
Articles of Incorporation shall not be amended in this
particular.
ARTICLE V
DIRECTORS
Section 5.01. Governing Board. The members of the
Governing Board of the Corporation shall be styled as directors.
Section 5.02. Initial Board of Directors. The initial
Board of Directors shall consist of one (1) member. The name and
address of the initial member of the Board of Directors is as
follows:
NAME ADDRESS
Cort W. Christie P.O. Box 27740
Las Vegas, Nevada, 89126
This individual shall serve as Director until the first annual
meeting of the stockholders or until his successor(s) shall have
been elected and qualified.
Section 5.03. Change in Number of Directors. The number of
directors can be increased or decreased by a duly adopted
amendment to the Bylaws of the corporation.
ARTICLE VI
INCORPORATOR
The name and address of the incorporator is Nevada Corporate
Headquarters, Inc., P.O. Box 27740, Las Vegas, Nevada 89126
ARTICLE VII
PERIOD OF DURATION
The corporation is to have a perpetual existence.
ARTICLE VIII
DIRECTORS' AND OFFICERS LIABILITY
A director of officer of the corporation shall not be
personally liable to this corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer,
but this Article shall not eliminate or limit the liability of a
director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or
(ii) the unlawful payment of distributions. Any repeal or
modification of this Article by the stockholders of the
corporation shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director or
officer of the corporation for acts or omissions prior to such
repeal or modification.
ARTICLE IX
INDEMNITY
Every person who was or is a party to, or is threatened to
be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, or a person of
whom is the legal representative, is or was a director or officer
of the corporation or is or was serving at the request of the
corporation as a director or officer of another corporation, or
as its representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under the laws of the State of
Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgements, fines and amounts paid or
to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. Such right of indemnification shall be
a contract right which may be enforced in any manner desired by
such person. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of
the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. Such right of indemnification
shall not be exclusive of any other right which such directors,
officer or representatives may have or hereafter acquire and
without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any
by-law, agreement, vote of stockholders, provisions of law , or
otherwise, as well as their rights under this Article.
Without limiting the application of the foregoing, the
stockholders or Board of Directors may adopt by-laws from time to
time with respect to indemnification to provide at all times the
fullest indemnification permitted by the laws of the State of
Nevada, and may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a director or
officer of the corporation, or as or was serving at the request
of the corporation as director or officer of another corporation,
or as its representative in a partnership, joint venture, trust
or other enterprises against any liability asserted such person
and incurred in as such capacity or rising out of such status,
whether or not the corporation would have the power to indemnify
such person.
The indemnification provided in this Article shall continue
as to a person who has ceased to be a director, officer, employee
or agent, and shall inure to the benefit of the heirs, executors
and administrators of such person.
ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section
4.03 which cannot be amended, this corporation reserves the right
to amend, alter, change, or repeal any provision contained in
these Articles of Incorporation or its Bylaws, in the manner now
or hereafter prescribed by statute or by these Articles of
Incorporation or said Bylaws, and all rights conferred upon the
stockholders are granted subject to this reservation.
ARTICLE XI
POWERS OF DIRECTORS
In furtherance and not in limitation of the powers conferred
by statute the Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the
stockholders, to make alter or repeal the Bylaws of the
corporation;
(2) To authorize and cause to be executed mortgages and
liens, with or without limit as to amount, upon the real and
personal property of the corporation;
(3) To authorized the guaranty by the corporation of
securities, evidence of indebtedness and obligations of other
persons, corporations and business entities.
(4) To set apart out of any of the funds corporation
available for distributions a reserve or reserves for any proper
purposes and to abolish any such reserve;
(5) By Resolution, to designate one or more committees,
each committee consists of at least one director of the
corporation, which, to the extent provided in the resolution or
in the Bylaws of the corporation, shall have and may exercise the
powers of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or
names as may be stated in the Bylaws of the corporation or as may
be determined from time to time by resolution adopted by the
Board of Directors: and
(6) To authorize the corporation by its officers or agents
to exercise such powers and to do all such acts and things may be
exercised or done by the corporation, except and to the extent
that any such statute shall require action in the stockholders of
the corporation with regard to the exercising of any such power
or the doing of any such act or thing.
In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the Board of Directors may
exercise all such powers and detail such acts and things as may
be exercised or done by the corporation except as otherwise
provided herein and by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day
of JUNE, 1996, hereby declaring and certifying that the facts
stated hereinabove are true.
/s/ Cort W. Christie
(For Nevada Corporate Headquarters, Inc.)
ACKNOWLEDGMENT
STATE OF NEVADA)
)SS:
COUNTY OF CLARK)
On this 7th day of JUNE, 1996, personally appeared before
me, a Notary Public (or judge or other authorized person, as the
case may be), CORT W. CHRISTIE, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledge
to me that he/she executed the same in his/her authorized
capacity and that by his/her signature on the instrument the
person, or the entity upon behalf of which the person acted,
executed the instrument.
/s/
NOTARY PUBLIC in and for
Said County and State
I, NEVADA CORPORATE HEADQUARTERS, INC. hereby accept as Resident
Agent for the previously named Corporation on JUNE 7th, 1996.
/s/
Office Administrator
STATE OF NEVADA
SECRETARY OF STATE
CERTIFICATE OF REINSTATEMENT
I, DEAN HELLER, the duly elected Secretary of State of the
State of Nevada, do hereby certify that FORMERLY, ALOHA "THE
BREATH OF LIFE" FOUNDATION, INC., NOW SCORE ONE, INC. REINSTATED
PURSUANT TO 78.185 corporation formed under the laws of the State
of NEVADA having paid all filing fees, licenses, penalties and
costs, in accordance with the provisions of Title 7 of
1996-1997 List of Officers + penalty $100.00
1997-1998 List of Officers + penalty $100.00
1998-1999 List of Officers + penalty $100.00
Reinstatement $ 50.00
total $350.00
the Nevada Revised Statutes as amended, for the years and in the
amounts as follows:
and otherwise complied with the provision of said section, the
said corporation has been reinstated, and that by virtue of such
reinstatement it is authorized to transact its business in the
same manner as if te aforesaid filing fees, licenses, penalties
and costs had been paid when due.
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed the Great
Seal of State, at my office in
Carson City, Nevada, on October 13,
1998.
/s/ Dean Heller
Secretary of State
By: /s/
Deputy
Application for Reinstatement
This application authorize the office of the secretary of state
of Nevada to reinstate ALOHA "THE BREATH OF LIFE" FOUNDATION,
INC. (old name) file #12640-1996 under the name of:
SCORE ONE, INC. (new name).
This application is accompanied with the sixty-day list or annual
lsit, the designation of the residnet agent, and all fees and
penalties.
/s/ Cort W. Christie
(authorized signature)
Incorporator
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
Score One, Inc.
Name of Corporation
I the undersigned President and Secretary of Score One, Inc.
does hereby certify that the Board of Directors and Majority
Shareholders of said corporation at a meeting duly convened, held
on the 10th day of March, 1999, adopted a resolution to amend the
original articles as follows:
Article IV, Section 4.01 - is hereby amended as follows:
ARTICLE IV
SHARES OF STOCK
Section 4.01 Number and Class. The total number of shares
of authorized capital stock of the Corporation shall consist of
two classes: Common Stock in the amount of twenty million
(25,000,000), at $0.001 par value; and Preferred Stock in the
amount of five million (5,000,000), at $0.001 par value.
The Common and Preferred Stock may be issued from time to
time without action by the stockholders. The Common and
Preferred Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.
The Board of Directors may issue such shares of Common and
Preferred Stock in one or more series, with such voting powers,
designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them.
The number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of Incorporation
is 22,000 pre-split shares of Common Stock; that the said
change(s) and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of
each class of stock outstanding and entitled to vote thereon.
I further certify the following were duly adopted,
authorized and approved by the Board of Directors on March 10,
1999.
1) The number of shares to be issued and outstanding after the
100-for-one forward stock split on the Company's issued and
outstanding Common Stock will be approximately 2,200,000 shares.
2) Fractional shares will be rounded up to the nearest whole
number.
3) The 100-for-one forward stock split on the Company's Common
Stock was approved by the Board of Directors, thus shareholder
approval is not required.
4) The change in number of issued and outstanding shares of
Common Stock of the Company shall be effective March 10, 1999, or
immediately upon filing of this Certificate.
/s/ Ken Kurtz, President and Secretary
State of Utah )
) ss.
County of Salt Lake )
On the 10th day of March,1999, personally appeared before
me, a Notary Public, Ken Kurtz, who acknowledged that he executed
the above instrument.
/s/
Notary Public
Exhibit No. 2
Score One, Inc.
Form 10-SB
BYLAWS
OF
SCORE ONE, INC.
(Formerly Aloha "The Breath Of Life" Foundation, Inc.)
A Nevada Corporation
ARTICLE I
Stockholders
Section 1. Annual Meeting. Annual meetings of the
stockholders, commencing with the year 1996, skill be held on
the 7th day of June each year if not a legal holiday and, if a
legal holiday, then an the next secular day following or at such
other time as may be set by the Board of Directors from time to
time, at which the stockholders shall elect by vote a Board of
Directors and transact such other business as may properly be
brought before the meeting.
Section 2. Special Meeting. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation, may be
called by the President or the Secretary by resolution of the
Board of Directors or at there quest in writing of stockholders
owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such
request shall state the purpose of the proposed meeting.
Section 3. Place of Meetings. All annual meetings of the
stockholders shall be held at the registered office of the
corporation or at such other place within or without the State of
Nevada as the directors shall determine. Special meetings of the
stockholders may be held at such time and place within or without
the State of Nevada as shall be stated in the notice of the
meeting, or in a duly executed waiver of notice thereof.
Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
Section 4. Quorum; Adjourned Meetings. The holders of a
majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute
or by the Articles of Incorporation. If, however, such quorum
shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.
Section 5. Voting. Each stockholder of record of the
corporation holding stock which is entitled to vote at this
meeting shall be entitled at each meeting of stockholders to one
vote for each share of stock standing in his name on the books of
the corporation. Upon the demand of any stockholder, the vote
for directors and the vote upon any question before the meeting
shall be by ballot.
When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall be
sufficient to elect directors or to decide any question brought
before such meeting, unless the question is one upon which by
express provision of the statutes or of the Articles of
Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such
question.
Section 6. Proxies. At any meeting of the stockholders any
stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing. In the event that any
such instrument in writing shall designate two or more persons to
act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall
have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the
instrument shall otherwise provide. No proxy or power of
attorney to vote shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary
of the meeting. All questions regarding the qualification of
voters, the validity of proxies and the acceptance or rejection
of votes shall be decided by the inspectors of election who shall
be appointed by the Board of Directors, or if not so appointed,
then by the presiding officer of the meeting.
Section 7. Action Without Meeting. Any action which may be
taken by the vote of the stockholders at a meeting may be taken
without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power,
unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of
written consents shall be required.
ARTICLES II
Directors
Section 1. Management of Corporation. The business of the
corporation shall be managed by its Board of Directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles
of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.
Section 2. Number, Tenure, and Qualifications. The number
of directors which shall constitute the whole board shall be at
least one. The number of directors may from time to time be
increased or decreased to not less than one nor more than
fifteen. The directors shall be elected at the annual meeting of
the stockholders and except as provided in Section 2 of this
Article, each director elected shall hold office until his
successor is elected and qualified. Directors need not be
stockholders.
Section 3. Vacancies. Vacancies in the Board of Directors
including those caused by an increase in the number of directors,
may be filled by a majority of the remaining directors, though
less than a quorum, or by a sole remaining director, and each
director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders.
The holders of two-thirds of the outstanding shares of stock
entitled to vote may at any time peremptorily terminate the term
of office of all or any of the directors by vote at a meeting
called for such purpose or by a written statement filed with the
secretary or, in his absence, with any other officer. Such
removal shall be effective immediately, even if successors are
not elected simultaneously.
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of
any directors, or if the authorized number of directors be
increased, or if the stockholders fail at any annual or special
meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be
voted for at that meeting.
If the Board of Directors accepts the resignation of a
director tendered to take effect at a future time, the Board or
the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall
have the effect of removing any director prior to the expiration
of his term of office.
Section 4. Annual and Regular Meetings. Regular meetings
of the Board of Directors shall be held at any place within or
without the State which has been designated from time to time by
resolution of the Board or by written consent of all members of
the Board. In the absence of such designation regular meetings
shall be held at the registered office of the corporation.
Special meetings of the Board may be held either at a place so
designated or at the registered office.
Regular meetings of the Board of Directors may be held
without call or notice at such time and at such place as shall
from time to time be fixed and determined by the Board of
Directors.
Section 5. First Meetings. The first meeting of each newly
elected Board of Directors shall be held immediately following
the adjournment of the meeting of stockholders and at the place
thereof. No notice of such meeting shall be necessary to the
directors in order legally to constitute the meeting, provided, a
quorum be present. In the event such meeting is not so held, the
meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of
the Board of Directors.
Section 6. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman or the President or by
any Vice-President or by any two directors.
Written notice of the time and place of special meetings
shall be delivered personally to each director, or sent to each
director by mail or by other form of written communication,
charges prepaid, addressed to him at his address as it is shown
upon the records or if such address is not readily ascertainable,
at the place in which the meetings of the directors are regularly
held. In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph
company at least three (3) days prior to the time of the holding
of the meeting. In case such notice is hand delivered as above
provided, it shall be so delivered at least twenty-four (24)
hours prior to the time of the holding of the meeting. Such
mailing, telegraphing or delivery as above provided shall be due,
legal and personal notice to such director.
Section 7. Business of Meeting. The transactions of any
meeting of the Board of Directors, however called and noticed or
wherever held, shall be as valid as thought had at a meeting duly
held after regular call and notice, if a quorum be present, and
if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, or a consent to holding
such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
Section 8. Quorum Adjourned Meetings. A majority of the
authorized number of directors shall be necessary to constitute a
quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which
a quorum is present shall be regarded as the act of the Board of
Directors, unless a greater number be required by law or by the
Articles of Incorporation. Any action of a majority, although
not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the Board
shall be as valid and effective in all respects as if passed by
the Board in regular meeting.
A quorum of the directors may adjourn any directors meeting
to meet again at a stated day and hour; provided, however, that
in the absence of a quorum, a majority of the directors present
at any directors meeting, either regular or special, may adjourn
from time to time until the time fixed for the next regular
meeting of the Board.
Notice of the time and place of holding an adjourned meeting
need not be given to the absent directors if the time and place
be fixed at the meeting adjourned.
Section 9. Committees. The Board of Directors may, by
resolution adopted by a majority of the whole Board, designate
one or more committees of the Board of Directors, each committee
to consist of at least one or more of the directors of the
corporation which, to the extent provided in the resolution,
shall have and may exercise the power of the Board of Directors
in the management of the business and affairs of the corporation
and may have power to authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined
from time to time by the Board of Directors. The members of any
such committee present at any meeting and not disqualified from
voting may, whether or not they constitute a quorum, unanimously
appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. At
meetings of such committees, a majority of the members or
alternate members shall constitute a quorum for the transaction
of business, and the act of a majority of the members or
alternate members at any meeting at which there is a quorum shall
be the act of the committee.
The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.
Section 10. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if a
written consent thereto is signed by all members of the Board of
Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the
Board or committee.
Section 11. Special Compensation. The directors may be
paid their expenses of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director.
No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be
allowed like reimbursement and compensation for attending
committee meetings.
ARTICLE III
Notices
Section 1. Notice of Meetings. Notices of meetings shall
be in writing and signed by the President or a Vice-President or
the Secretary or an Assistant Secretary or by such other person
or persons as the directors shall designate. Such notice shall
state the purpose or purposes for which the meeting is called and
the time and the place, which may be within or without this
State, where it is to be held. A copy of such notice shall be
either delivered personally to or shall be mailed, postage
prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days
before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of the
corporation and upon such mailing of any such notice, the service
thereof shall be complete and the time of the notice shall begin
to run from the date upon which such notice is deposited in the
mail for transmission to such stockholder. Personal delivery of
any such notice to any officer of a corporation or association,
or to any member of a partnership shall constitute delivery of
such notice to such corporation, association or partnership. In
the event of the transfer of stock after delivery of such notice
of and prior to the holding of the meeting it shall not be
necessary to deliver or mail notice of the meeting to the
transferee.
Section 2. Effect of Irregularly Called Meetings. Whenever
all parties entitled to vote at any meeting, whether of directors
or stockholders, consent, either by a writing on the records of
the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking
part in the deliberations at such meeting without objection, the
doings of such meeting shall be as valid as if had at a meeting
regularly called and noticed, and at such meeting any business
may be transacted which is not excepted from the written consent
or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of
notice or of such consent, provided a quorum was present at such
meeting, the proceedings of said meeting may be ratified and
approved and rendered likewise valid and the irregularity or
defect herein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval
of stockholders may be by proxy or attorney, but all such proxies
and powers of attorney must be in writing.
Section 3. Waiver of Notice. Whenever any notice whatever
is required to be given under the provisions of the statutes, of
the Articles of Incorporation or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
ARTICLE IV
Officers
Section 1. Election. The officers of the corporation shall
be chosen by the Board of Directors and shall be a President, a
Secretary and a Treasurer, none of whom need be directors. Any
person may hold two or more offices. The Board of Directors may
appoint a Chairman of the Board, Vice-Chairman of the Board, one
or more vice presidents, assistant treasurers and assistant
secretaries.
Section 2. Chairman of the Board. The Chairman of the
Board shall preside at meetings of the stockholders and the Board
of Directors, and shall see that all orders and resolutions of
the Board of Directors are carried into effect.
Section 3. Vice-Chairman of the Board. The Vice-Chairman
shall, in the absence or disability of the Chairman of the Board,
perform the duties and exercise the powers of the Chairman of the
Board and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 4. President. The President shall be the chief
executive officer of the corporation and shall have active
management of the business of the corporation. He shall execute
on behalf of the corporation all instruments requiring such
execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some
other officer or agent of the corporation.
Section 5. Vice-President. The Vice-President shall act
under the direction of the President and in the absence or
disability of the President shall perform the duties and exercise
the powers of the President. They shall perform such other
duties and have such other powers as the President or the Board
of Directors may from time to time prescribe. The Board of
Directors may designate one or more Executive Vice-Presidents or
may otherwise specify the order of seniority of the Vice-
Presidents. The duties and powers of the President shall descend
to the Vice-Presidents in such specified order of seniority.
Section 6. Secretary. The Secretary shall act under the
direction of the President. Subject to the direction of the
President he shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record the proceedings.
He shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed by the President or the Board of Directors.
Section 7. Assistant Secretaries. The Assistant
Secretaries shall act under the direction of the President. In
order of their seniority, unless otherwise determined by the
President or the Board of Directors, they shall, in the absence
or disability of the Secretary, perform the duties and exercise
the powers of the Secretary. They shall perform such other
duties and have such other powers as the President or the Board
of Directors may from time to time prescribe.
Section 8. Treasurer. The Treasurer shall act under the
direction of the President. Subject to the direction of the
President he shall have custody of the corporate fluids and
securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to
the credit of the corporation in such depositories as may be
designated by the Board of Directors. He shall disburse the
funds of the corporation as may be ordered by the President or
the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of
Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the corporation.
If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his office and for the
restoration to the corporation, incase of his death, resignation,
retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.
Section 9. Assistant Treasurers. The Assistant Treasurers
in the order of their seniority, unless otherwise determined by
the President or the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer. They shall perform such other duties
and have such other powers as the President or the Board of
Directors may from time to time prescribe.
Section 10. Compensation. The salaries and compensation of
all officers of the corporation shall be fixed by the Board of
Directors.
Section 11. Removal; Resignation. The officers of the
corporation shall hold office at the pleasure of the Board of
Directors. Any officer elected or appointed by the Board of
Directors may be removed at any time by the Board of Directors.
Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise shall be filled by the Board of
Directors.
ARTICLE V
Capital Stock
Section 1. Certificates. Every stockholder shall be
entitled to have a certificate signed by the President or a Vice-
President and the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation.
If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional
or other special rights of tile various classes of stock or
series thereof and the qualifications, limitations or
restrictions of such fights, shall be set forth in fall or
summarized on the face or back of the certificate, which the
corporation shall issue to represent such stock.
If a certificate is signed (1) by a transfer agent other
than the corporation or its employees or (2) by a registrar other
than the corporation or its employees, the signatures of the
officers of the corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been
placed upon a certificate shall cease to be such officer before
such certificate is issued, such certificate may be issued with
the same effect as though the person had not ceased to be such
officer. The seal of the corporation, or a facsimile thereof,
may, but need not be, affixed to certificates of stock.
Section 2. Surrendered, Lost or Destroyed Certificates.
The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to
have been lost or destroyed upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof
require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the corporation a
bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
Section 3. Replacement Certificates. Upon surrender to the
corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it
shall be the duty of the corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the
corporation regarding transfer and ownership of shares have been
complied with, to issue anew certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.
Section 4. Record Date. The Board of Directors may fix in
advance a date not exceeding sixty (60) days nor less than ten
(10) days preceding the date of any meeting of stockholders, or
the date for the payment of any distribution, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in
connection with obtaining the consent of stockholders for any
purpose, asa record date for the determination of the
stockholders entitled to notice of and to vote at any such
meeting, and any adjournment thereof or entitled to receive
payment of any such distribution, or to give such consent, and in
such case, such stockholders, and only such stockholders as shall
be stockholders of record on the date so fixed, shall be entitled
to notice of and to vote at such meeting, or any adjournment
thereof or to receive payment of such distribution, or to receive
such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the corporation after any such record
date fixed as aforesaid.
Section 5. Registered Owner. The corporation shall be
entitled to recognize the person registered on its books as the
owner of shares to be the exclusive owner for all purposes
including voting and distribution, and the corporation shall not
be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof except as
otherwise provided by the laws of Nevada.
ARTICLE VI
General Provisions
Section 1. Registered Office. The registered office of
this corporation shall be in the County of Clark, State of
Nevada.
The corporation may also have offices at such other places
both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the
corporation may require.
Section 2. Distributions. Distributions upon the capital
stock of the corporation, subject to the provisions of the
Articles of Incorporation, if any, may be declared by the Board
of Directors at any regular or special meeting, pursuant to law.
Distributions may be paid in cash, in property or in shares of
the capital stock, subject to the provisions of the Articles of
Incorporation.
Section 3. Reserves. Before payment of any distribution,
there may be set aside out of any funds of the corporation
available for distributions such sum or sums as the directors
from time to time, in their absolute discretion, think proper as
a reserve or reserves to meet contingencies, or for equalizing
distributions or for repairing or maintaining any property of the
corporation or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in
which it was created.
Section 4. Checks; Notes. All checks or demands for money
and notes of the corporation shall be signed by such officer or
officers or such other person or persons as the Board of
Directors may from time to time designate.
Section 5. Fiscal Year. The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors.
Section 6. Corporate Seal. The corporation may or may not
have a corporate seal, as may from time to time be determined by
resolution of the Board of Directors. If a corporate seal is
adopted, it shall have inscribed thereon the name of the
corporation and the words"Corporate Seal" and "Nevada". The seal
may be used by causing it or a facsimile thereof to be impressed
or affixed or in any manner reproduced.
ARTICLE VII
Indemnification
Section 1. Indemnification of Officers and Directors
Employees and Other Persons. Every person who was or is a party
or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or
a person of whom he is the legal representative is or was a
director or officer of the corporation or is or was serving at
the request of the corporation or for its benefit as a director
or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless to the fullest extent legally
permissible under the general corporation law of the State of
Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or
to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. Such right of
indemnification shall be a contract right which may be enforced
in any manner desired by such person. Such right of
indemnification shall not be exclusive of any other right which
such directors, officers or representatives may have or hereafter
acquire and, without limiting the generality of such statement,
they shall be entitled to their respective rights of
indemnification under any bylaw, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this
Article.
Section 2. Insurance. The Board of Directors may cause the
corporation to purchase and maintain insurance on behalf of any
person who is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director
or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.
Section 3. Further Bylaws. The Board of Directors may from
time to time adopt further Bylaws with respect to indemnification
and may amend these and such Bylaws to provide at all times the
fullest indemnification permitted by the General Corporation Law
of the State of Nevada.
ARTICLE VIII
Amendments
Section 1. Amendments by Stockholders. The Bylaws may be
amended by a majority vote of all the stock issued and
outstanding and entitled to vote for the election of directors of
the stockholders, provided notice of intention to amend shall
have been contained in the notice of the meeting.
Section 2. Amendments by Board of Directors. The Board of
Directors by a majority vote of the whole Board at any meeting
may amend these Bylaws, including Bylaws adopted by the
stockholders, but the stockholders may from time to time specify
particular provisions of the Bylaws which shall not be amended by
the Board of Directors.
APPROVED AND ADOPTED this 7th day of June, 1996.
/s/ Maurice O'Bannon, Secretary
Exhibit No. 3
Score One, Inc.
Form 10-SB
$5,000.00
Date: April 1, 1999
PROMISSORY NOTE
FOR VALUE RECEIVED, The undersigned, jointly and severally
("Maker"), promises to pay to Park Street Investments, Inc.
("Holder"), a Utah Corporation, the principal sum of five
thousand dollars ($5,000.00), together with interest thereon from
April 1, 1999 at the rate of ten percent (10%) per annum on the
unpaid principal.
1. Payments. The principal amount of $5,000.00 and interest of
$500.00 on the principal obligation represented hereby shall
be repaid in full at Maturity on March 31, 2000.
2. Type and Place of Payments. Payments of principal and
interest shall be made in lawful money of the United States of
America to the above-named Holder and mailed to 2133 E. 9400 S.,
Suite 151, Sandy, Utah 84093.
3. Penalty. Maker shall pay a penalty equal to one percent
(1%) of the current unpaid principal balance due for each month
any payment is past due. Advance payment or payments may be
made on the principal or interest, without penalty or forfeiture.
There shall be no penalty for any prepayment.
4. Default. Upon the occurrence or during the continuance of
any one or more of the events listed below, Holder may, by notice
in writing to the Maker, declare the unpaid balance of the
principal and interest on the Note to be immediately due and
payable, and the principal and interest shall then be immediately
due and payable without presentation, demand, protest, notice of
protest, or other notice of dishonor, all of which are hereby
expressly waived by Maker, such events being as follows:
(a) Default in any portion of the payment of the
principal and interest of this Note when the same
shall become due and payable, unless cured within
five (5) days after notice thereof by Holder or
the holder of such Note to Maker.
(b) Maker shall file a voluntary petition in
bankruptcy or a voluntary petition seeking
reorganization, or shall file an answer admitting
the jurisdiction of the court and any material
allegations of an involuntary petition filed
pursuant to bankruptcy or any form of insolvency,
or Maker shall make an assignment to an agent
authorized to liquidate any part of its assets; or
(e) Death of Maker. In the event of Death of Maker,
such notice of default shall be made to the
trustee of Maker's estate.
5. Attorneys' Fees. Maker shall be responsible to Holder for
any costs incurred by Holder in collecting on the obligation
herein including reasonable attorney's fees.
6. Construction. This Note shall be governed by and construed
in accordance with the laws of Utah.
SCORE ONE, INC. ("MAKER")
/S Ken Kurtz
Ken Kurtz, President
APPROVED BY:
/S Ken Kurtz
Ken Kurtz, President
Park Street Investments, Inc.
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<FISCAL-YEAR-END> MAY-31-1999 MAY-31-1998
<PERIOD-END> MAY-31-1999 MAY-31-1998
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