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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 24, 2000
Date of Report (Date of earliest event reported):
SCORE ONE, INC.
(Exact name of registrant as specified in its charter)
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Nevada 88-0409164
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
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Blk. 2, Flat 6, 3rd Floor
Tak Fung Industrial Centre
166-176 Texaco Road
Tsuen Wan, Hong Kong
(Address of principal executive offices)
Registrant's telephone number, including area code: 011-852-2406-8978
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On March 24, 2000 (the "Closing Date"), pursuant to a Share Exchange
Agreement (the "Share Exchange Agreement") by and among the Score One, Inc. (the
"Company"), Ken Kurtz, Advanced Technology International Holdings Limited
("ATHI") and I.WORLD Limited, the sole shareholder of ATHI ("I.WORLD"), the
Company purchased all of the issued and outstanding shares of common stock of
ATHI (the "ATHI Common Stock") in exchange for 16,300,000 shares of common stock
of the Company (the "Company Common Stock") which were issued to I.WORLD.
Wing Cheong Ho owns 58% of the outstanding shares of I.WORLD and serves as
an officer and a director of I.WORLD.
The consideration for the shares of ATHI Common Stock was determined
through negotiations between the management of the Company and ATHI.
On the Closing Date, the following persons became the members of the Board
of Directors of the Company:
(a) Wing Cheong Ho, Founder, Chairman of the Board and a Director of ATHI
and I.WORLD. President of the Company.
(b) Wing Hung Ho, President and a Director of ATHI and I.WORLD. Secretary
of the Company.
(c) Zhao Jian Li, a Director of ATHI and I.World. Treasurer and Vice
President - Business Development of the Company.
Immediately following such appointments, the Company accepted the
resignation of Ken Kurtz as a Director of the Company.
On the Closing Date, the Board of Directors of the Registrant elected the
following persons as officers of the Registrant:
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Name Title
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Wing Cheong Ho President
Kwok Ming Li Vice President - Engineering
Kin Kong Yeung Vice President - Administration
Shi Ning Ye Vice President - Business Manager
Zhao Jian Li Treasurer and Vice President - Business Development
Wing Tsan Ho Chief Financial Officer
Wing Hung Ho Secretary
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As a result of the Share Exchange Agreement, I.WORLD now beneficially owns
approximately 82.8% of the outstanding shares of Company Common Stock.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The information set forth above under "Item 1. Changes in Control of
Registrant" is incorporated herein by reference.
Pursuant to the Share Exchange Agreement, the Company acquired all of the
issued and outstanding shares of the ATHI Common Stock (1,000 shares). The
principal activity of ATHI is to hold investments in subsidiaries. ATHI owns
100% of the equity interest of Ford Reach (H.K.) Limited, a limited liability
company incorporated in Hong Kong ("Ford Reach"), and 100% of the equity
interest of Goal Best Gold Limited ("GBG"), a limited liability company
incorporated in the British Virgin Islands. Both Ford Reach and GBG are engaged
in the manufacture and sale of printed circuit boards for telecommunication
systems, scientific calculators and audio visual equipment to companies in Hong
Kong. Ford Reach and GBG commenced operations on January 1, 1999 and January 8,
1999, respectively.
ITEM 5. OTHER EVENTS
Registrant has moved its principal executive offices to Blk. W, Flat 6, 3rd
Floor, Tak Fung Industrial Centre, 166-176 Texaco Road, Tsuen Wan, Hong Kong.
ITEM 7. FINANCIAL STATEMENTS
(a) Financial Statements of Businesses Acquired.
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The financial statements required by this item are not included in
this initial report on Form 8-K but will be filed by amendment not
later than 60 days after the date that this initial report on Form 8-K
must be filed.
(b) Pro Forma Financial Information.
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The financial statements required by this item are not included in
this initial report on Form 8-K but will be filed by amendment not
later than 60 days after the date that this initial report on Form 8-K
must be filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCORE ONE, INC.
Date: April 5, 2000 By: /s/ Wing Cheong Ho
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Wing Cheong Ho, President
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INDEX TO EXHIBITS
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Exhibit
Number Description
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2.1* Share Exchange Agreement dated as of February 1, 2000 by and
among the Company, Ken Kurtz, ATHI and I.WORLD.
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* Incorporated herein by reference to the exhibits to the Company's Form 8-K
filed on March 15, 2000.
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