<PAGE>
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 February 29, 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.
---------------
(Exact name of small business issuer as specified in its charter)
Nevada 88-0409164
------- ----------
(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
---------------------------------
(Address of principal executive offices)
011-852-2406-8978
------------------------------------------
(Issuer's Telephone Number, Including Area Code)
2133 East 9400 South, Suite 151, Sandy, Utah 84093
--------------------------------------------------
(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 [_]
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 April 5, 2000, there were 19,630,000 shares of common stock issued
and outstanding.
1
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Total of Sequentially Numbered Pages: 16
Index to Exhibits on Page: 15
FORM 10-QSB
SCORE ONE, INC.
TABLE OF CONTENTS
PART I
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS
<S> <C>
Balance Sheet - February 29, 2000 and May 31, 1999..................................... 4
Statements of Operations - Three Months Ended February 29, 2000 and
1999................................................................................... 5
Statements of Operations - Nine Months Ended February 29, 2000 and
1999, and Inception to February 29, 2000............................................... 6
Statements of Stockholders' Equity Inception to February 29, 2000...................... 7
Statements of Cash Flows - Nine Months Ended February 29, 2000 and
1999, and Inception to February 29, 2000............................................... 8
Notes to Consolidated Financial Statements............................................. 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............................. 11
PART II
ITEM 5. OTHER INFORMATION...................................................................... 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................................... 15
SIGNATURES........................................................................................ 15
</TABLE>
2
<PAGE>
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]
3
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SCORE ONE, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
------
<TABLE>
<S> <C> <C>
February 29, May 31,
2000 1999
(Unaudited) (Audited)
-------------------- --------------------
CURRENT ASSETS
Cash $4,279 $4,775
-------------------- --------------------
Total Current Assets 4,279 4,775
-------------------- --------------------
TOTAL ASSETS $4,279 4,775
==================== ====================
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE>
<CAPTION>
CURRENT LIABILITIES
<S> <C> <C>
Note payable - (Note 5) $10,000 5,000
Accrued interest - (Note 5) $ 542 ----
-------------------- --------------------
Total Current Liabilities 10,542 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 2,200 2,200
authorized, 2,200,000 issued and outstanding
Deficit accumulated during the development stage (8,463) (2,425)
-------------------- --------------------
Total Stockholders' equity (Deficit) (6,263) (225)
-------------------- --------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,279 4,775
==================== ====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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SCORE ONE, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the
Three Months Ended
February 29,
<S> <C> <C>
2000 1999
----------------------- ------------------------
NET SALES $ ---- $ ----
COST OF SALES ---- ----
GROSS MARGIN ---- ----
EXPENSES
General and administrative 443 ----
Interest expense 208 ----
Total Expenses ---- ----
LOSS FROM OPERATIONS $ (651) $ ----
----------------------- ------------------------
NET LOSS $ (651) $ ----
======================= ========================
BASIC LOSS PER SHARE (0.00) (0.00)
======================= ========================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
2,200,000 2,220,000
======================= ========================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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SCORE ONE, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From inception on
For the June 7, 1996
Nine Months Ended through
February 29, February 29,
<S> <C> <C> <C>
2000 1999 2000
------------------- -------------------- ----------------------
NET SALES $ ---- $ ---- $ ----
COST OF SALES ---- ---- ----
GROSS MARGIN ---- ---- ----
EXPENSES
General and administrative 5,496 ---- 7,921
Interest expense 542 ---- 542
Total Expenses 6,038 ---- 8,463
LOSS FROM OPERATIONS $ (6,038) $ ---- $(8,463)
------------------- -------------------- ----------------------
NET LOSS $ (6,038) $ ---- $(8,463)
=================== ==================== ======================
BASIC LOSS PER SHARE (0,00) ----
=================== ====================
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 2,200,000 2,200,000
=================== ====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
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SCORE ONE, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on June 7, 1996 through February 29, 2000
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
During the
Development Preferred Stock Common Stock
Stage Shares Amount Shares Amount
----------- ------ --------------- -------- ------
<S> <C> <C> <C> <C> <C>
Balance at inception on June 7, 1996 $ ---- ---- $ ---- ---- $ ----
Issuance of common stock for $ ---- ---- $ ---- 2,200,000 2,200
services at $0.001 per share
Net loss from inception on June 7, $(2,200) ---- $ ---- 2,200,000 2,200
1996 through May 31, 1997
Balance, May 31, 1997 $(2,200) ---- $ ---- 2,200,000 2,200
Net loss for the year ended $ ---- ---- $ ---- 2,200,000 2,200
Balance, May 31, 1998 $(2,200) ---- $ ---- 2,200,000 2,200
Net loss for the year ended May 31, $ (225) ---- $ ---- 2,200,000 2,200
1999
Balance, May 31, 1999 $(2,425) ---- $ ---- 2,200,000 2,200
Net loss for the nine months ended $(6,038) ---- $ ---- 2,200,000 2,200
February 29, 2000
Balance, February 29, 2000 $(8,463) ---- $ ---- 2,200,000 2,200
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
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SCORE ONE, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
From inception on
For the June 7, 1996
Nine Months Ended through
February 29, February 29,
<S> <C> <C> <C>
2000 1999 2000
------------------ ------------------- ----------------------
CASH FLOWS
Net loss $(6,038) $ ---- $(8,463)
Adjustments to reconcile net loss to net
cash used by operating activities:
Common stock issued for services ---- ---- 2,200
Accrued Interest 542 ---- 542
Net Cash Used by Operating Activities (5,496) ---- (3,296)
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from note payable 5,000 ---- 10,000
Net Cash Provided by Financing
Activities ---- ---- 10,000
NET INCREASE (DECREASE) IN CASH (496) ---- 4,279
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 4,279 $ ---- $ 4,279
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION ------- -------- --------
Interest paid $ ---- $ ---- $ ----
Income taxes paid $ ---- $ ---- $ ----
SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for services $ ---- $ ---- $ 2,200
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
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SCORE ONE, INC.
(A Development Stage Company)
Notes to the Financial Statements
February 29, 2000
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 February 29, 2000, the Company had net operating loss carryforwards of
approximately $8,463 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.
9
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SCORE ONE, INC.
(A Development Stage Company)
Notes to the Financial Statements
February 29, 2000
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a
going concern. In the event that the Company needs additional cash for
operational expenses, the Company will seek an extension of its note
payable to the sole officer and director as well as additional debt
financing. The sole officer and director has indicated his willingness to
provide these considerations until the Company combines with a viable
operating business.
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
On April 1, 1999 the Company executed a promissory note to a related party
in consideration of a $5,000 loan. The note is due in full on March 31,
2000 and accrues interest at 10% per annum.
On January 1, 2000 the Company executed a promissory note to a related
party in consideration of a $5,000 loan. The note is due in full on January
1, 2001 and accrues interest at 10% per annum.
As of February 29, 2000, the Company owed principal of $10,000 plus accrued
interest of $542.
10
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
- ---------------------
Three Month periods Ended February 29, 2000 and 1999
- ----------------------------------------------------
The Company had no revenue from continuing operations for the three-month
periods ended February 29, 2000 and 1999.
General and administrative expenses for the three month periods ended February
29, 2000 consisted of general corporate administration, legal and professional
expenses, and accounting and auditing costs. These expenses were $443 for the
three-month period ended February 29, 2000. There were no such costs for the
comparable period in 1999.
Interest expense in the three-month period ended February 29, 2000 was $208 on a
note payable to a related party in the principal amount of $5,000 due March 31,
2000. There was no interest expense during the comparable period in 1998.
As a result of the foregoing factors, the Company realized a net loss of $651
for the three months ended February 29, 2000 as compared to no gain or loss for
the same period in 1999.
Nine Month periods Ended February 29, 2000 and 1999
- ---------------------------------------------------
The Company had no revenue from continuing operations for the nine-month periods
ended February 29, 2000 and 1999 or from inception on June 7, 1996 to February
29, 2000.
General and administrative expenses for the nine month periods ended February
29, 2000 consisted of general corporate administration, legal and professional
expenses, and accounting and auditing costs. These expenses were $5,496 for the
nine-month period ended February 29, 2000 and $7,921 from inception on June 7,
1996 to February 29, 2000. There were no such costs for the comparable period
in 1999.
Interest expense in the nine-month period ended February 29, 2000 was $542 and
from inception on June 7, 1996 to February 29, 2000 was $542. Interest was
accrued on a two notes payable to a related party in the principal amount of
$5,000 each - $5,000 is due March 31, 2000 and $5,000 is due January 1, 2001.
There was no interest expense during the comparable period in 1999.
As a result of the foregoing factors, the Company realized a net loss of $6038
for the nine months ended February 29, 2000 as compared to no gain or loss for
the same period in 1999 and a net loss of $8,463 from inception on June 7, 1996
to February 29, 2000.
Liquidity and Capital Resources
- -------------------------------
At February 29, 2000, the Company had a working capital deficit of $6,263. The
Company's cash in the amount of $4,279 resulted from two loans from its
principal stockholder, both which bears interest at the rate of 10% per annum.
One note in the amount of $5,000 is due March 31, 2000 and another in the amount
of $5,000 is due January 31, 2001. The funds were loaned to the Company to fund
its revival and finance its becoming a reporting company under the Securities
Exchange Act of 1934. Management believes that the Company has sufficient cash
to meet its anticipated needs through at least the first calendar quarter of
2001. However, there can be no assurances to that effect, as the Company has no
11
<PAGE>
revenues and its need for capital may change dramatically if it acquires an
interest in a business opportunity during that period.
Plan of Operations and Subsequent Events
- ----------------------------------------
Through the period ending February 29, 2000 the Company's plan of operations
centered around its search for potential businesses, products, technologies and
companies for acquisition.
On February 1, 2000 the Company entered into a Share Exchange Agreement
("Exchange") between the Company and Advanced Technology International Holdings
Limited ("ATIH"), a British Virgin Islands corporation and Ken Kurtz who is the
Company's majority shareholder.
Pursuant to the Exchange, which closed on March 24, 2000, the Company purchased
all of the issued and outstanding common stock of ATIH in exchange for
16,300,000 post-split shares of the Company's Common Stock. After the closing,
there were approximately 19,930,000 post-split shares of the Company's Common
Stock issued and outstanding. See Part II Item (5) "Other Information".
On March 4, 2000, the Board of Directors of the Company declared a 1.65 for one
forward stock split to be effective March 14, 2000. See Part II Item (5) "Other
Information".
12
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PART II
ITEM 5. OTHER INFORMATION
On March 4, 2000, the Board of Directors of the Company declared a forward stock
split to be effective March 14, 2000.
The forward stock split was on a 1.65 for one basis on both the Company's
authorized and issued and outstanding $0.001 par value common stock ("Common
Stock"). Every holder of record of the Company's Common Stock, as of March 14,
2000 (the "Record Date"), was entitled to .65 additional shares of the Company's
Common Stock for each share of Common Stock held. Fractional shares were
rounded up to the nearest whole number. There was no change in par value of the
Company's Common Stock, which shall remain at $0.001. New shares reflecting
post-split amounts are being issued under a mandatory exchange. All
shareholders of the Company's Common Stock, as of the Record Date, are required
to surrender their current Common Stock share certificates representing the pre-
split share amounts in exchange for new Common Stock share certificates
representing the post-split share amounts. All certificates must be surrendered
to the Company's transfer agent by person or by mail to Signature Stock
Transfer, Inc., 14675 Midway Road, Suite 221, Addison, Texas 75244; (972) 788-
4193. Certificates must be accompanied by a check in the amount of $22.00 ($20
fee for each certificate being issued and $2 fee for each certificate being
canceled). A replacement certificate representing the post-split share amount
will be returned within 7 to 10 days of receipt by the transfer agent. All
shares will be reissued in the name as they appear on the certificates
surrendered, unless specific instructions are provided and the certificates are
also accompanied by a signature guaranteed medallion guaranteed stock power.
As a result of the 1.65-for-one forward stock split, the Company had
3,630,000 post forward-split shares of Common Stock issued and outstanding
instead of 2,200,000 pre forward-split shares. Correspondingly, the Company
shall have 41,250,000 post forward-split shares of Common Stock authorized
instead of 25,000,000 pre forward-split shares.
As a result of the forward stock split, the Company has received a new
CUSIP number and a new stock symbol. The new CUSIP number of the Company is
80917T 20 9 which replaces the old CUSIP number of 80917T 10 0. The Company's
stock symbol has changed from "SCRE" to "SCRO".
The forward stock split was effected in anticipation of a share exchange
pursuant to a share exchange agreement entered into on February 1, 2000
("Exchange") between the Company and Advanced Technology International Holdings
Limited ("ATIH"), a British Virgin Islands Company, and Ken Kurtz who is the
Company's majority shareholder.
Pursuant to the Exchange, which closed on March 24, 2000, the Company
purchased all of the issued and outstanding common stock of ATIH in exchange for
16,300,000 post-split shares of the Company's Common Stock. After the closing,
there were approximately 19,930,000 shares of the Company's Common Stock issued
and outstanding.
The 3,630,000 shares of Common Stock of the Company held by the
shareholders prior to the closing of the Exchange represent approximately 18.2%
of the post-closing 19,930,000 Common Stock shares issued outstanding, and the
16,300,000 Common Stock shares issued to the shareholders of ATIH represent
approximately 72.8% of the post-closing 19,930,000 Common Stock shares issued
and outstanding.
13
<PAGE>
Also pursuant to the Exchange, the Company appointed Mr. Wing Cheong HO,
Mr. Wing Hung HO and Mr. Wing Bun LI Michael to the Company's Board of Directors
to serve until their respective successors are elected and qualify. Immediately
after such appointments, the Company accepted the resignation of Ken Kurtz, a
current member of the Board of Directors who resigned subject to closing.
ATIH was incorporated in the British Virgin Islands on November 18, 1998,
under the name of Modern Frame International Ltd. On December 23, 1999, ATIH
changed its name from Modern Frame International Ltd. to Advanced Technology
International Holdings Limited.
Through its wholly owned subsidiaries, ATIH is engaged in the manufacturing
and sale of printed circuit boards for telecommunication systems, scientific
calculators and audiovisual equipment.
Because of the change in the composition of the Board and because of the
share issuances under the Exchange Agreement, there was a change in control of
the Company on the closing date of March 24, 2000.
Additional information about the Exchange is contained in the Company's
Report on Form 8-K which was filed with the Securities and Exchange Commission
("SEC") on April 6, 2000.
14
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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 nine-month period ended February 29, 2000
(Exhibit Ref. No. 27).
b) Reports on Form 8-K: None
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: April 12, 2000 By: /s/ Wing Cheong Ho
------------------------
Wing Cheong Ho
President
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-END> FEB-29-2000
<CASH> 4,279
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 4,279
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,279
<CURRENT-LIABILITIES> 10,542
<BONDS> 0
0
0
<COMMON> 2,200
<OTHER-SE> (6,263)
<TOTAL-LIABILITY-AND-EQUITY> 4,279
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 443
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 208
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 00
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (651)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
