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 November 30, 1999.
[ ] 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.)
2133 East 9400 South, Suite 151, Sandy, Utah 84093
-------------------------------------------------------------
(Address of principal executive offices)
801-944-0701
--------------
(Issuer's Telephone Number, Including Area Code)
Not Applicable
----------------------------------------------------------------------
(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 January 5, 2000, there were 2,200,000 shares of common stock
issued and outstanding.
Total of Sequentially Numbered Pages: 13
Index to Exhibits on Page: 6
<PAGE>
FORM 10-QSB
SCORE ONE, INC.
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION. . . . . . . . . . . . . . . . . . . . . . . . 3
PART II
ITEM 5. OTHER INFORMATION . . . . . . . .. . . . . . . . . . . . . . . . 4
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . 4
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2
<PAGE>
PART I
- ------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
The Company's unaudited financial statements which are attached hereto
as pages F-7 through F-12 include: a) Balance Sheet - November 30, 1999; b)
Statements of Operations - Six Months Ended November 30, 1999 and 1998, and
Inception to November 30, 1999; c) Statements of Stockholders' Equity
Inception to November 30, 1999; d) Statements of Cash Flows - Six Months Ended
November 30, 1999 and 1998, and Inception to November 30, 1999; e) Notes to
Consolidated 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.
- ------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- ------------------------------------------------------------------------------
Results of Operations
- ---------------------
Six Month periods Ended November 30, 1999 and 1998
The Company had no revenue from continuing operations for the six-month
periods ended November 30, 1999 and 1998.
General and administrative expenses for the six month period ended
November 30, 1999, consisted of general corporate administration, legal and
professional expenses, and accounting and auditing costs. These expenses were
$5,060 for the six-month period ended November 30, 1999. There were no such
costs for the comparable period in 1998.
Interest expense in the six-month period ended November 30, 1999, was
$333 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
$5,393 for the six months ended November 30, 1999, as compared to no gain or
loss for the same period in 1998.
Liquidity and Capital Resources
- -------------------------------
At November 30, 1999, the Company had a working capital deficit of
$5,618. The Company's cash in the amount of $4,715 resulted from two loans
from a related party, which bear interest at the rate of 10% per annum. The
loans in the amount of $5,000 each are due March 31, 2000 and January 1, 2001
respectively. The funds were loaned to the Company to fund its revival and
finance its becoming a reporting company under the Securities Exchange Act of
3
<PAGE>
1934. Management believes that the Company has sufficient cash to meet its
anticipated needs 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 its 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, it may require additional capital to
continue its search for a business venture and avoid dissolution. In this
event, it is anticipated that the Company will seek extension of its note
payable to Ken Kurtz, the sole officer and director of the Company, as well as
additional debt financing. Mr. Kurtz has verbally committed to provide these
considerations for a term of at least twenty-four (24) months from May 31,
1999, or until the Company acquires or establishes active business operations.
PART II
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ITEM 5. OTHER INFORMATION
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On November 11, 1999, the Company received a cash infusion of $5,000
from a related third party. In connection with this cash infusion, the
Company executed a promissory note to the related party in consideration of
the $10,000 loan. The note is due in full on January 1, 2001 and accrues
interest at 10% per annum. Under terms of the note, interest does not begin
accruing until January 2000.
On December 20, 1999 the Company's common stock was listed for quotation
on the National Association of Securities Dealers (NASD) Over-the-Counter
(OTC) Bulletin Board under the symbol "SCRE". Currently, there is no market
price and it is unlikely there will be any trading in its securities until
such time as the Company combines with a viable operating entity.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------------------------------------------
(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation
S-B are listed in the Index to Exhibits of this Form 10-QSB, which is
incorporated herein by reference. Included only with the electronic
filing of this report is the Financial Data Schedule for the six-month
period ended November 30, 1999 (Exhibit Ref. No. 27).
(b) Reports on Form 8-K. No reports on Form 8-K have been filed during the
last quarter of the period covered by this report.
4
<PAGE>
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SIGNATURES
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In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on behalf by the undersigned, thereunto duly
authorized.
SCORE ONE, INC.
/s/ Ken Kurtz
Dated: January 4, 2000 --------------------------------
Ken Kurtz, President, Secretary,
Treasurer & Director
5
<PAGE>
INDEX TO EXHIBITS
SEC Ref Page
No. No. Description
- ------- ---- -----------
3(i)(a) * Articles of Incorporation of the Company, filed with
the State of Nevada on June 7, 1996.
3(i)(b) * Certificate of Amendment of Articles of Incorporation,
filed with the State of Nevada on March 26, 1999.
3(ii) * Bylaws of the Company.
10(a) * Promissory Note dated April 1, 1999 executed by the
Company.
10(b) 13 Promissory Note dated January 1, 2000 executed by the
Company.
27 ** Financial Data Schedule for the six-month period ended
November 30, 1999.
* The listed exhibits are incorporated herein by this reference to the
Registration Statement on Form 10-SB filed by the Company with the
Securities and Exchange Commission on July 15, 1999.
** The Financial Data Schedule is presented only in the electronic filing
with the Securities and Exchange Commission.
6
<PAGE>
SCORE ONE, INC.
(A Development Stage Company)
Balance Sheet
(unaudited)
ASSETS
November 30,
1999
------------
CURRENT ASSETS
Cash $ 4,715
------------
Total Current Assets 4,715
------------
TOTAL ASSETS $ 4,715
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Note payable - related party (Note 5) $ 10,000
Accrued Interest - related party (Note 5) 333
------------
Total Current Liabilities $ 10,333
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 (7,818)
------------
Total Stockholders' Equity (Deficit) $ (5,618)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 4,715
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
SCORE ONE, INC.
(A Development Stage Company)
Statements of Operations
(unaudited)
From
Inception on
For the June 7, 1996
Six Months Ended Through
November 30, November 30,
1999 1998 1999
------------ ------------ ------------
REVENUES $ - $ - $ -
------------ ------------ ------------
EXPENSES
General and administrative $ 5,060 $ - $ 7,485
Interest Expense 333 - 333
------------ ------------ ------------
Total Expenses $ 5,393 $ - $ 7,818
------------ ------------ ------------
NET LOSS $ (5,393) $ - $ (7,818)
============ ============ ============
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-8
<PAGE>
SCORE ONE, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on June 7, 1996 through November 30, 1999
(unaudited)
Deficit
Accumulated
Preferred Stock Common Stock During the
----------------- ----------------- Development
Shares Amount Shares Amount Stage
---------- ------ ----------- ------------- -----------
Balance, at inception
on June 07, 1996 -- -- -- -- --
Issuance of common
stock for services at
$0.001 per share -- -- 2,200,000 2,200 --
Net loss from
Inception on June 25,
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 -- -- -- -- (2,200)
---------- ------ ----------- ------------- -----------
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)
Net loss for the
six months ended
November 30, 1999 -- -- -- -- (5,393)
---------- ------ ----------- ------------- -----------
Balance, November 30,
1999 -- -- 2,200,000 2,200 ( 7,818)
========== ====== =========== ============= ===========
The accompanying notes are an integral part of these financial statements
F-9
<PAGE>
SCORE ONE, INC.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
From
Inception on
For the June 7, 1996
Six Months Ended Through
November 30, November 30,
1999 1998 1999
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (5,393) $ -- $ ( 7,818)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Common stock issued for services -- -- 2,200
Accrued Interest 333 333
------------ ------------ ------------
Net Cash Used by Operating
Activities $ (5,060) $ -- (5,285)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
------------ ------------ ------------
CASH FLOWS FORM FINANCING ACTIVITIES
Proceeds from note payable 5,000 -- 10,000
------------ ------------ ------------
Net Cash Provided by Financing
Activities 5,000 -- 10,000
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH (60) -- 4,715
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 4,775 -- --
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 4,715 $ -- $ 4,715
============ ============ ============
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-10
<PAGE>
SCORE ONE, INC.
(A Development Stage Company)
Notes to the Unaudited Financial Statements
November 30, 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 November 30, 1999, the Company has net operating loss
carryforwards of approximately $5,690 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-11
<PAGE>
SCORE ONE, INC.
(A Development Stage Company)
Notes to the Unaudited Financial Statements
November 30, 1999
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. In the event that the Company needs
additional cash for operational expenses, the Company will seek an
extension of its note payable to the sole officer and director as well
as additional debt financing. The sole officer and director has
indicated his willingness to provide these considerations 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. As of November 30,
1999, the Company owed principal of $5,000 plus accrued interest of
$333.33.
F-12
<PAGE>
Exhibit No. 10(b)
Score One, Inc.
Form 10-QSB
Amount: $5,000.00 Date: January 01, 2000
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 January 01, 2000 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 January 01, 2001.
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 East 9400 South, 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
(c) 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.
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FOR CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S
NOVEMBER 30, 1999 QUARTERLY REPORT ON FORM 10-QSB AND IS ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001090062
<NAME> SCORE ONE, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-START> SEP-01-1999
<PERIOD-END> NOV-30-1999
<EXCHANGE-RATE> 1
<CASH> 4,715
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,715
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,715
<CURRENT-LIABILITIES> 10,333
<BONDS> 0
0
0
<COMMON> 2,200
<OTHER-SE> (7,818)
<TOTAL-LIABILITY-AND-EQUITY> 4,715
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,060
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 333
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,393)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
