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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended August 31, 2000.
[_] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the transition period from ______ to ______.
Commission file number: 0-26717
SCORE ONE, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 88-0409164
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(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
Blk. 2, Flat 6, 3rd Floor
Tak Fung Industrial Centre
166-176 Texaco Road
Tsuen Wan, Hong Kong
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(Address of principal executive offices)
011-852-2406-8978
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(Issuer's Telephone Number, Including Area Code)
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(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [_] No [_]
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
As of August 31, 2000, there were 19,930,000 shares of common stock issued
and outstanding.
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FORM 10-QSB
SCORE ONE, INC.
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
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PART I
ITEM 1. FINANCIAL STATEMENTS
In the opinion of Management, the accompanying unaudited financial statements
included in this Form 10-QSB reflect all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the results of
operations for the periods presented. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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Score One, Inc.
Consolidated Balance Sheet
(Expressed in US Dollars)
August 31, 2000
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(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 340,783
Accounts receivable 2,996,103
Other receivables, deposits and prepayments 4,135
Inventories 1,009,498
Deferred income taxes 17,239
Amount due from stockholder (Note 3) 77,419
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Total current assets 4,445,177
Plant and equipment, net 3,732,037
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Total assets $8,177,214
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Amount due to stockholder (Note 3) $ 110,110
Accounts payable 1,147,625
Other payables and accrued expenses 63,833
Income taxes payable 370,581
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Total current liabilities 1,692,149
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Long term liabilities
Deferred income taxes 257,884
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Total long term liabilities 257,884
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Total liabilities 1,950,033
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Commitments and Contingencies
Stockholders' equity
Preferred stock, par value $0.001 per share;
5,000,000 shares authorized, none issued
Common stock, par value $0.001 per share;
41,250,000 shares authorized;
19,930,000 shares issued and outstanding 19,930
Retained earnings 6,207,251
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Total stockholders' equity 6,227,181
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Total liabilities and stockholders' equity $8,177,214
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See accompanying notes to consolidated financial statements.
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Score One, Inc.
Consolidated Statements of Operations
(Expressed in US Dollars)
Three Months Ended
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August 31, August 31,
2000 1999
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(Unaudited) (Unaudited)
Net sales $ 5,147,045 $ 5,690,821
Cost of sales (3,478,756) (4,179,997)
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Gross profit 1,668,289 1,510,824
Selling expenses (15,803) (9,820)
General and administrative expenses (168,650) (122,210)
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Operating income 1,483,836 1,378,794
Interest income 39 -
Other income 870 11,228
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Income before income taxes 1,484,745 1,390,022
Income taxes (102,323) (112,852)
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Net income $ 1,382,422 $ 1,277,170
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Earnings per share - basic and diluted $ 0.07 $ 0.08
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Weighted average common shares outstanding
- basic and diluted 19,930,000 16,300,000
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See accompanying notes to consolidated financial statements.
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Score One, Inc.
Consolidated Statements of Cash Flows
Increase/(Decrease) in Cash and Cash Equivalents
(Expressed in US Dollars)
<TABLE>
<CAPTION>
Three Months Ended
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August 31, August 31,
2000 1999
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(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities
Net income $ 1,382,422 $ 1,277,171
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation of plant and equipment 217,572 132,942
Deferred income taxes 30,064 5,755
Changes in
Accounts receivable (321,085) 676,743
Other receivables, deposits and prepayments (1,252) (194,354)
Inventories (272,820) (290,047)
Amount due from stockholder (77,419) (77,419)
Amount due to stockholder 110,110 (1,576,024)
Accounts payable (270,686) 92,753
Other payables and accrued expenses (145,710) 23,596
Income taxes payable 72,258 107,097
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Net cash provided by operating activities 723,454 178,213
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Cash flows used in investing activities
Acquisition of plant and equipment (621,299) (213,197)
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Net cash used in investing activities (621,299) (213,197)
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Cash flows from financing activities
Repayment of bank overdraft (22,429) -
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Net cash used in financing activities (22,429) -
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Net increase/(decrease) in cash and cash equivalents 79,726 (34,984)
Cash and cash equivalents at beginning of period 261,057 77,441
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Cash and cash equivalents at end of period $ 340,783 $ 42,457
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</TABLE>
See accompanying notes to consolidated financial statements.
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Score One, Inc.
Notes to Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 1 - BASIS OF PRESENTATION
The acCompanying financial data as of August 31, 2000 and for the three months
ended August 31, 2000 and 1999, have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements
should be read in conjunction with the financial statements and the notes
thereto included in the Company's audited annual financial statements for the
year ended May 31, 2000.
The preparation of financial statements in conformity with general accepted
accounting principles requires management to make estimates that affect the
reported amounts of assets, liabilities, revenues and expenses and the
disclosure of contingent assets and liabilities. Actual results could differ
from these estimates.
In the opinion of Management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows as of August 31, 2000 and for the three
months ended August 31, 2000 and 1999, have been made. The results of
operations for the three months ended August 31, 2000 and 1999 are not
necessarily indicative of the operating results for the full year.
NOTE 2 - COMMITMENTS AND CONTINGENCIES
Lease Commitments
As of August 31, 2000, the Company had commitments under a non-cancellable
operating lease expiring in excess of one year amounting to $190,324. Rental
payments for each of the succeeding periods are:
September 1, 2000 to August 31, 2001 $ 38,710
September 1, 2001 to August 31, 2002 38,710
September 1, 2002 to August 31, 2003 38,710
September 1, 2003 to August 31, 2004 38,710
September 1, 2004 to July 31, 2005 35,484
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$190,324
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Score One, Inc.
Notes to Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 3 - RELATED PARTY TRANSACTIONS
During the period, the Company paid rent of $6,782 to Grand Link International
Limited of which Mr. Ho Wing Cheong, director and stockholder of the Company, is
a stockholder and director.
Sales to a stockholder, Yue Fung Development Limited ("YFD"), during the period
were $554,994 which represents 11% of total sales for the period.
As of August 31, 2000, balances with directors and stockholders consist of the
following:
August 31,
2000
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Amount due from director and stockholder:
Ho Wing Hung $ 77,419
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Amount due to director and stockholder:
Ho Wing Cheong $ 110,110
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The amounts due from directors and stockholders are unsecured, interest-free and
have no fixed terms of repayment.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The following discussion should be read in conjunction with, and is
qualified in its entirety by reference to the consolidated financial statements
and notes thereto, included as part of this quarterly report.
NATURE OF THE COMPANY'S PRESENT OPERATIONS
The success of the Company's proposed plan of operation will depend to
a great extent on the operations, financial condition, and management of its
subsidiary Advanced Technology International Holdings Limited ("ATHI"). The
Company cannot ensure that it will be a commercially or economically viable
business operation. It will face all of the risks inherent in a new business,
the majority of which are beyond the control of the management of both the
Company and ATHI.
RESULTS OF OPERATIONS
The following table shows the selected consolidated income statement
data of the Company and its subsidiaries for the three-month period ended August
31,1999 and August 31, 2000. The data should be read in conjunction with, and
is qualified in its entirety by reference to, the consolidated financial
statements and the notes thereto included as part of this quarterly report:
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three- month period
ended August 31
(U.S. dollars in thousands) 1999 2000
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Revenue 5,691 5,147
Cost of Sales (4,180) (3,479)
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Gross Profit 1,511 1,668
Gross Profit Margin 26.5% 32.4%
Other Income 11 1
Interest Income --- ---
Selling Expenses (10) (16)
General and Administration Expenses (122) (169)
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Income before Income Taxes 1,390 1,484
Income Taxes (113) (102)
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Net Income 1,277 1,382
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THREE MONTHS ENDED AUGUST 31, 2000 COMPARED TO THREE MONTHS ENDED AUGUST 31,
1999
REVENUE AND GROSS PROFIT MARGIN
Total revenue for the three-month period ended August 31, 2000 decreased by
US$544,000 or 9% to US$5.1 million, compared to US$ 5.7 million for the
corresponding period in 1999. During the three-month period ended August 31,
2000, the Company has shifted its focus on high margin flexible PCBs, which are
expected to be the main stream of the PCB industry for telecommunication
products. The Company also provides value-added services to its clients, such as
the circuit-on-board service, to increase its gross margin in this competitive
industry. Due to this adjustment, the total revenue for the three-month period
ended August 31, 2000 decreased slightly, as compared to the same corresponding
period in 1999 when the Company concentrated mainly on the traditional phenol
based single and double-sided PCBs.
As mentioned in the August 2000 issue of the PC FAB magazine, the PCB
industry has outperformed a number of other industries due to the worldwide
increase in demand for products in the consumer electronics and
telecommunication industries. The number of customers has increased by
approximately 10% and the majority of these customers are the Hong Kong and
Taiwan OEM manufacturers for well-known brand name manufacturers of computers,
calculators, cameras and telephone systems with production facilities based in
the PRC. Management believes that the good performance of the PCB industry will
significantly benefit the Company in the second half of this fiscal year.
The increase in gross profit margin from 26.5% for the three-month period
ended August 31, 1999 to 32.4% in year 2000 was the result of the entrance into
the higher profit margin PCBs market and providing additional value-added
services to our clients during the last quarter of the fiscal year. Lower
production cost as a result of bulk purchases of raw material at comparatively
cheaper prices was also contributed to the increase in gross profit margin.
OTHER INCOME
Other income during the three-month period ended August 31, 2000 was
US$1,000, which was US$11,000 less than the corresponding period in 1999. The
majority of other income generated was a result of the resell of scraps from the
production of traditional type PCBs. During the three-month period ended August
31, 2000, fewer scraps were produced from the production of traditional type of
PCBs.
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SELLING EXPENSES
Selling expenses increased by approximately US$6,000 or 60% to US$16,000
for the three-month period ended August 31, 2000. This increase in advertising
expenses to promote the Company's products and corporate image contributed to
the majority of the increase in selling expenses.
GENERAL AND ADMINISTRATION EXPENSES
General and administration expenses increased by approximately US$46,000 or
38% to US$168,000 for the three-month period ended August 31, 2000 from
US$122,000 as compared to the same period in 1999. The following events occurred
during the three-month period ended August 31, 2000 contributed to the overall
increase in general and administration expenses:
(a) Legal and professional fees - Legal and professional fees increased by
approximately US$26,000 for the three-month period ended August 31,
2000 over the corresponding period in 1999. This was the result of
retaining US legal counsel to assist with the SEC compliance
requirements.
(b) Bad Debts - Bad Debts increased by approximately US$22,000 for the
three-month period ended August 31, 2000 as compared to the same
three-month period in 1999. This bad debt was the result of the
identification of uncollectible trade debt during the period.
FINANCIAL EXPENSES
The Company had a very minimal amount in interest income for the three-
month period ended August 31, 2000. The Company maintained no outside debt and
did not have any interest expense on long-term debt facilities.
INCOME TAXES
The increase in income taxes was the result of the increase in income
before income taxes. Under the Hong Kong Tax Authority's Departmental
Interpretation and Practice Notes, a Company based in Hong Kong, but with
substantially all of its manufacturing operations located in the PRC conducted
under a processing agreement with a PRC Company, can enjoy profit appointment
under which 50% of its manufacturing profit is subject to Hong Kong profits tax.
Therefore, the effective tax rate of the Company is approximately 8% p.a. Such
tax concession is granted based on annual application by the Company.
NET INCOME
For the three-month period ended August 31, 2000 net income increased by
US$105,000 or 8% to US$1,382,000, compared to US$1,277,000 for the corresponding
period in 1999. The
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increase was the result of increase in demand for higher margin PCBs of the
consumer electronics and telecommunication products, lower production costs and
the addition of value-added services.
LIQUIDITY AND CAPITAL RESOURCES
THREE-MONTH PERIOD ENDED AUGUST 31, 2000 COMPARED TO THREE-MONTH PERIOD ENDED
AUGUST 31, 1999
Cash and cash equivalents were $341,000 as of August 31, 2000. This
represents an increase of $298,000 over the corresponding period in 1999. The
increase was primarily due to cash provided by operating activities, which was
partially offset by capital spending for purchase of equipment and repayment of
short-term overdraft financing activities.
Management believes that the level of financial resources is a significant
competitive factor in the PCB industry and accordingly may choose at any time to
raise additional capital through debt or equity financing to strengthen its
financial position, facilitate growth and provide the Company with additional
flexibility to take advantage of business opportunities.
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PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits: Included only with the electronic filing of this report is the
Financial Data Schedule for the three-month period ended August 31, 2000
(Exhibit Ref. No. 27).
b) Reports on Form 8-K: Report on Form 8-K filed on June 20, 2000 reporting
items 4 and 7; Report on Form 8-K/A reporting item 7 reporting the
financial statements of the acquired business Advanced Technology
International Holdings Limited.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
SCORE ONE, INC.
Date: October 13, 2000 By: /s/ Wing Cheong Ho
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Wing Cheong Ho
President
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