<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
_________
FORM 10-KSB/A
(Mark One)
[ ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended May 31, 2000
----------------------------------------------------
OR
[X] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period
from January 1 to May 31
______________________________
Commission file Number
SCORE ONE, INC.
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(Name of Small Business Issuer in Its Charter)
Nevada 88-0409164
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(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation)
Unit 2, 34/F, Cable TV Tower
9 Hoi Shing Road
Tsuen Wan, Hong Kong
---------------------------------------- _________________________________
(Address of Principal Executive Offices) (Zip Code)
011-852-2406-8978
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
___________________________________ ________________________________
___________________________________ ________________________________
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001
--------------------------------------------------------------------------------
(Title of Class)
--------------------------------------------------------------------------------
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 past 90 days.
Yes X No
________ ________
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB. [X]
State issuer's revenue for its most recent fiscal year. $8,016,363
-----------
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity is sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days (See definition of affiliate in Rule
12b-2 of the Exchange Act.) $3,375,000
-----------
Note. If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions are stated.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes No X
________ ________
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of share 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.
-------------------------------------------------------------
Transitional Small Business Disclosure Format (check one):
Yes No X
________ ________
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PART I
ITEM 1. Description Of Business.
Except for historical information contained herein, the matters discussed
in this Annual Report on Form 10-KSB are forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended. The words "expects,"
"anticipates," "believes," "intends," "plans" and similar expressions identify
forward-looking statements, which speak only as of the date hereof. These
forward-looking statements are subject to certain risks and uncertainties,
including, without limitation, those discussed in "Item 1-Business," and Item 7-
Management's Discussion and Analysis of Financial Condition and Results of
Operations" that could cause future results to differ materially from historical
results or those anticipated.
Score One, Inc. (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. 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.
The Company's executive offices were located at 2133 East 9400 South, Suite
151, Sandy, Utah 84093. The Company's executive offices are now located at Unit
2, 34/F , Cable TV Tower 9 Hoi Shing Road, Tsuen Wan, Hong Kong (Telephone:011-
852-2406-8978; Facsimile 011-852-2406-9252).
On March 14, 2000 the Company's authorized and issued common stock, par
value $.001 (the "Common Stock") underwent a forward stock split on a 1.65:1
basis increasing the total authorized shares from 25,000,000 to 41,250,000, and
the issued outstanding shares from 2,200,000 to 3,630,000 shares.
On the March 24, 2000, the following persons became the members of the
Board of Directors of the Company: (i) Wing Cheong Ho, Founder, Chairman of the
Board and a Director of Advanced Technology International Holdings Limited
("ATHI") and I.World. President of the Company, (ii) Wing Hung Ho, President and
a Director of ATHI and I.World. Secretary of the Company, and (iii) Zhao Jian
Li, a Director of ATHI and I.World Treasurer and Vice President - Business
Development of the Company. Immediately following the appointment of the new
directors, the Company accepted the resignation of Ken Kurtz as President,
Secretary and Treasurer Director of the Company and the newly elected Board of
Directors elected Wing Cheong Ho as President, Kwok Ming Li as Vice President -
Engineering, Kin Kong Yeung as Vice President -Administration, Zhao Jian Li as
Treasurer and Vice President - Business Development, Wing Tsan Ho as Chief
Financial Officer, and Wing Hung Ho as Secretary.
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Acquisition of Advanced Technology International Holdings, Inc.
On March 24, 2000, 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 (the "Acquisitions"). As a
result of the Share Exchange Agreement, I.World now beneficially owns
approximately 82.8% of the outstanding shares of Company Common Stock. The
consideration for the shares of ATHI Common Stock was determined through
negotiations between the management of the Company and ATHI.
Since the Acquisition the Company has continued the operations of ATHI.
(see "Business of ATHI"). The Company has filed a report on Form 8-K reporting
the Acquisition.
History of Advanced Technology International Holdings Limited.
ATHI was incorporated in the British Virgin Islands on November 18, 1998,
under the name of Modern Frame International Limited. ATHI changed its name from
Modern Frame International Limited to Advanced Technology International Holdings
Limited on December 23, 1999.
On November 18, 1998, ATHI acquired a 100% equity interest in a newly
incorporated shell company, Ford Reach (H.K.) Limited ("Ford Reach") at a
consideration of $129. Ford Reach is a limited liability company incorporated
in Hong Kong.
On January 8, 1999, ATHI acquired a 100% equity interest in a newly
incorporated shell company, Fortune (Conductive Carbon) PCB Factory Company
Limited ("Fortune BVI") (formerly known as Goal Best Gold Limited). The name of
Goal Best Gold Limited was changed to Fortune (Conductive Carbon) PCB Factory
Company Limited on November 2, 1999. Fortune BVI is a limited liability company
incorporated in the British Virgin Islands.
Pursuant to a purchase and sale agreement dated January 1, 1999, Ford Reach
acquired substantially all the assets and assumed substantially all the
liabilities of Fortune (Conductive Carbon) PCB Factory Company Limited ("Fortune
HK"), a limited liability company incorporated in Hong Kong, in exchange for a
note payable to Mr. Ho Wing Cheong of $1,731,664, which was the aggregate book
value of assets acquired less liabilities assumed. Fortune HK is a Hong Kong
based company and wholly owned by Mr. Ho Wing Cheong, the director and sole
beneficial stockholder of ATHI. ATHI believed that the $1,731,664 approximated
the fair market value of assets acquired less liabilities assumed at January 1,
1999. This company is considered to be the predecessor to the Company.
Pursuant to a purchase and sale agreement dated January 8, 1999, Fortune
BVI acquired certain plant and equipment from Dongguan Fortune Circuit Factory
Co., Ltd. ("Dongguan Fortune") in exchange for a note payable to Mr. Ho Wing
Cheong of $1,890,962, which was the aggregate book value of these assets as of
January 1, 1999. Dongguan Fortune is a People's Republic of China ("PRC") based
company in which Mr. Ho Wing Cheong has a controlling interest. Based on the
valuation report prepared by Messrs. LCH (Asia Pacific) Surveyors Limited dated
May 3, 2000, ATHI believed that the $1,890,962 approximated the fair market
value of those assets acquired at January 8, 1999.
Business of ATHI
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ATHI, through its wholly owned subsidiaries, Ford Reach and Fortune BVI, is
engaged in the manufacturing and sale of printed circuit boards ("PCB") for
telecommunication systems, scientific calculators and audiovisual equipment.
ATHI's primary customers are original equipment manufacturers ("OEMs"). PCB's
are the basic platforms used to interconnect electronic components and can be
found in virtually all electronic products, including consumer electronics,
computers and automotive, telecommunications, industrial, medical, military and
aerospace equipment. On October 1, 1999, Ford Reach transferred all its assets
and liabilities to Fortune BVI at their book values and has become dormant since
then. ATHI now carries on the business of Fortune BVI.
Industry Overview
With electronics products growing in technical complexity and experiencing
shorter product life cycles in response to customer requirements, the demand for
advanced manufacturing capabilities and related services has grown rapidly. Many
OEMs in the electronics industry are increasingly utilizing electronics
manufacturing service providers, such as ATHI in their business and
manufacturing strategies. Outsourcing allows OEMs to take advantage of the
manufacturing expertise and capital investments of electronics manufacturing
service providers, thereby enabling OEMs to concentrate on their core
competencies, such as product development, marketing and sales. ATHI believes
that by developing strategic relationships with electronics manufacturing
service providers, OEMs can enhance their competitive position by:
. reducing production costs;
. accelerating time-to-market and time-to-volume production;
. accessing advanced manufacturing, design and engineering capabilities;
. reducing capital investment requirements and fixed overhead costs;
. improving inventory management and purchasing power; and
. accessing worldwide manufacturing capabilities.
Management believes that the market for electronic manufacturing services
will continue to grow, driven largely by OEMs' need for increasing flexibility
to respond to rapidly changing markets and technologies and accelerating product
life cycles, and their need for advanced manufacturing and engineering
capabilities as a result of increased complexity and reduced size of electronics
products.
ATHI currently offers ten (10) major types of PCB's in three (3) categories
to suit various specifications of the finished products. The categories are the
single-sided PCB's, the double-sided PCB and the flexible PCB's. The single-
sided PCB's are designed for more generic electronic products, such as clocks,
remote controls, calculators, radio, and watches. The double-sided PCB's are
made for a wide variety of sophisticated mass-produced consumer electronics,
such as personal organizers and data bank's multifunctional telephone systems,
telecommunication systems, scientific calculators and audiovisual equipment. The
flexible PCB's are made out of film materials and conductive carbon (graphite)
that offer more flexibility in circuit design and reduced costs. Flexible PCB's
are primarily used in telecommunication devices and computer equipment.
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Product Development
The development of ATHI products began in 1991 when ATHI entered into a
processing agreement with a Chinese electronics component manufacturer to
produce printed circuit boards for Hong Kong, Taiwan and foreign electronics
manufacturers based in southern China. At the time, the size of the
subcontractors factory utilized by ATHI was approximately 12,500 square feet
with 40 workers. Given extremely high levels of demand, the factory reached full
capacity within six months of commencement.
In mid 1995, the factory expanded its capacity and relocated to Dongguan by
signing a second processing agreement. The area of the new factory was
approximately 45,000 square feet and the number of workers increased to 350.
A major break through for the business came in 1996 regarding the launching
of the double-sided conductive carbon PCB. ATHI was one of a small number of
manufacturers in China to use conductive carbon as material in the manufacturing
process. As a result of this new technology, cost of sales for double sided
PCB's decreased by 40% on average, significantly increased its operating profit
margins.
In early 2000 ATHI introduced a more advanced technology in PCB
manufacturing utilizing film materials as the base for PCB's in place of paper
phenolic, fabric or glass epoxy. As film offered more flexibility in circuit
design and was cheaper in cost as compared to other materials, ATHI's sales and
customer base increased significantly. As part of continuing efforts to upgrade
its technical expertise and base, ATHI installed state of the art automated
production machinery purchased from Taiwan and Japan.
Manufacturing
To achieve excellence in manufacturing, ATHI combines advanced
manufacturing technology with manufacturing techniques including just-in-time
manufacturing, total quality management, statistical process control and
continuous flow manufacturing. Just-in-time manufacturing is a production
technique which minimizes work-in-process inventory and manufacturing cycle time
while enabling ATHI to deliver products to customers in the quantities and time
frame required. Total quality management is a management philosophy which seeks
to impart high levels of quality in every operation of ATHI and is accomplished
by the setting of quality objectives for every operation, tracking performance
against those objectives, identifying work flow and policy changes required to
achieve higher quality levels and a commitment by executive management to
support changes required to deliver higher quality. Statistical process control
is a set of analytical and problem-solving techniques based on statistics and
process capability measurements through which we can track process inputs and
resulting quality and determine whether a process is operating within specified
limits. The goal is to reduce variability in the process, as well as eliminate
deviations that contribute to quality below the acceptable range of each process
performance standard.
Production Process
The duration of ATHI's production process from raw materials to finished
goods is approximately 10 days. The production process, which involves several
steps is shown below:
Board Cut
|
Circuit Pattern Transfer
|
Circuit Plating
|
Circuit Etching
4
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|
Carbon Circuit Printing
|
Solder Mask Printing
|
Carbon Through Hole
|
Profile
|
Electrical Test
|
Final Quality Checking
|
Packaging and dispatch
Sales and Marketing
The principal markets for ATHI's products are mainly Hong Kong and
Taiwanese electronic manufacturers based in the PRC. ATHI sells its products
directly to end-users through its in house sales and marketing staff and through
five (5) associated trading offices located throughout the PRC.
Competitive prices, after-sales service, product reliability and continual
product development are keys to ATHI's marketing strategy.
Most of ATHI's customers are OEMs of well-know brand names for computers,
calculators, radio and telephone, such as Sharp, Cannon and Citizen. ATHI has,
on average, over five years of trading relationships with its major customers.
ATHI has adopted a tight credit control policy and has experienced no
significant bad debts in recent years.
Quality Control
ATHI is committed to manufacturing high quality products and to providing a
high level of after sales service to its customers. Management believes that
product quality is vital to enhancing the Company's competitiveness, market
position and reputation. In order to maintain and improve the quality of its
products and production standards, to this end ATHI is in the process of
implementing a comprehensive quality control system that conforms with the
internationally recognized ISO 9002 standards.
ATHI's after sale services form an integral part of its operation. ATHI
offers a wide range of after sales services to its customers. These services
include: technical support; processing of inquires and feedback from customers
and visits to customers in order to identify customer' specific needs and level
of satisfaction with its products.
Raw Materials and Components
The principal raw materials used by ATHI for the manufacture of PCB
products and rubber keys are laminated sheets, carbon ink and film. Together
these components represent approximately 75% of
5
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ATHI's cost of goods sold. ATHI's suppliers are mainly from Hong Kong and the
PRC. Our main suppliers are Shenzhen District Cheong Chung Trading Co., Ltd.,
Standard Industrial Co., Ltd., and An Tai Screen Printing Material Co., Ltd.
Purchases of major materials are on confirmed order basis and the stock is
tightly controlled.
Although certain suppliers are preferred for some raw materials, multiple
sources exist for all materials. Adequate amounts of all raw materials have been
available in the past and this should continue in the foreseeable future.
Production Facilities
The production facilities of ATHI's subcontractors are located at Dongguan,
southern China. There were two production lines built within the factory
premises consisting of one five story building and one single story building.
The factory premises have a gross floor area of approximately 450,000 square
feet with approximately 600 workers.
Competition
The PCB and electronics manufacturing services industry are highly
fragmented and characterized by intense competition. Despite the increasing
demand for ATHI's products in the PRC market, ATHI's products face competition
from both overseas and other domestic suppliers. Although ATHI's competitive
advantage over imported products in terms of pricing (including import VAT and
import tariff) may be partially undermined by the PRC's entry into the World
Trade Organization because of its majority domestic customer base, management
believes that ATHI can maintain its competitiveness due to its accessibility and
efficiency of after sales services and the timely availability of components and
special parts. In the domestic market, management believes that the ATHI has a
competitive advantage over other domestic manufacturers in terms of product
technology of product quality and flexibility to small and medium preferred
suppliers. We believe that the principal competitive factors in the segments of
the PCB and electronics manufacturing services industry in which we operate are
cost, technological capabilities, responsiveness and flexibility, delivery
cycles, location of facilities, product quality and range of services available.
Employees
As of May 31, 2000, the Company had approximately 10 full-time employees,
including the employees of ATHI.
The Company and ATHI believe its future success depends in large part upon
the continued service of its key technical and senior management personnel and
its ability to attract and retain technical and managerial personnel. There can
be no assurance that the Company or ATHI can retain its key technical and
managerial employees or that it can attract, assimilate or retain other highly
qualified technical and managerial personnel in the future. None of the
Company's or ATHI's employees are subject to any collective bargaining
agreements.
Environmental Protection
ATHI has adopted measures to reduce the level of pollution caused by its
operations and has continuously complied with the PRC's environmental protection
law and regulations. ATHI has never been fined for violation of environmental
laws in the PRC.
Legal System in the PRC
Since 1979, many laws and regulations addressing economic matters in
general have been promulgated in the PRC. Despite this activity in developing
the legal system, the PRC does not have a
6
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comprehensive system of laws. In addition, enforcement of existing laws may be
uncertain and sporadic, and implementation and interpretation thereof
inconsistent. The PRC judiciary is relatively inexperienced in enforcing the
laws that exist, leading to a higher than usual degree of uncertainty as to the
outcome of any litigation. Even where adequate law exists in the PRC, it may be
difficult to obtain swift and equitable enforcement of such law, or to obtain
enforcement of a judgment by a court of another jurisdiction. The PRC's legal
system is based on written statutes and, therefore, decided legal cases are
without binding legal effect, although they are often followed by judges as
guidance. The interpretation of PRC laws may be subject to policy changes
reflecting domestic political changes. As the PRC legal system develops, the
promulgation of new laws, changes to existing laws and the preemption of local
regulations by national laws may adversely affect foreign investors. The trend
of legislation over the past 18 years has, however, significantly enhanced the
protection afforded foreign investors in enterprises in the PRC. However, there
can be no assurance that changes in such legislation or interpretation thereof
will not have an adverse effect upon the business operations or prospects of the
ATHI.
ITEM 2. Description Of Property.
The Company had the use of office space at 2133 East 9400 South, Suite 151,
Sandy, Utah 84093, which continued until completion of the Acquisition. Upon
completion of the Acquisition, the Company assumed the office premises leased by
ATHI, currently located at Room 2, 34th Floor, Whaf Cable Tower, 9 Hoi Shing
Road, Tsuen Wan, Hong Kong. The lease is for a term of five years, which
commenced on August 1, 2000.
ITEM 3. Legal Proceedings.
The Company is not a party to any pending or to the best of its knowledge,
any threatened legal proceedings. No director, officer or affiliate of the
Company, or owner of record or of more than five percent (5%) of the securities
of the Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest adverse to
the Company in reference to pending litigation.
ITEM 4. Submission Of Matters To A Vote Of Security Holders.
During the fourth quarter of the fiscal year covered by this report, no
matters were submitted to a vote of security holders.
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PART II
ITEM 5. Market For Common Equity And Related Stockholder Matters.
The Company's shares of Common Stock are traded on the Over-the-Counter
bulletin Board ("OTCBB") under the symbol SCRO. There is currently only a very
limited trading market for the Common Stock and there is no trading information
available prior to April 2000. The following table sets forth the range of bid
prices of the Company's Common Stock as quoted on OTCBB during the periods
indicated. These quotations reflect inter-dealer prices without retail markup,
mark-down or commission and may not represent actual transactions.
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Quarter High Low
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Period ending May 31, 2000 $5.375 $3.000
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As of August 31, 2000, there were approximated 28 record holders of the
Company's Common Stock.
The Company's Common Stock is issued in registered form. Signature Stock
Transfer, Inc. is the registrar and transfer agent for the Company's Common
Stock.
Dividends
For the period ended December 31, 1999 the Company declared a dividend of
$759,152. For the period ended March 31, 2000 the Company declared and paid a
dividend of $200,000. The previous public shell did not pay any dividends. The
declaration of any future cash dividends will depend upon the earnings, if any,
the capital requirements and financial position of the Company, general economic
conditions and other conditions.
ITEM 6. Management's Discussion And Analysis Of Plan Of Operations.
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and the notes thereto, included as part of
this Annual 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 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.
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Results Of Operations
The following table shows the selected consolidated income statement data
of the Company and its subsidiaries for the five-month period ended May 31, 1999
and May 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 the Annual Report:
<TABLE>
<CAPTION>
Five-Month Period Ended Five-Month Period
(U.S. dollars in thousands) May 31, 1999 Ended May 31, 2000
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<S> <C> <C>
Revenue 8,528 8,016
Cost of Sales (6,434) (5,644)
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Gross Profit 2,094 2,372
Gross Profit Margin 24.6% 29.6%
Other Income 17 2
Selling Expenses (9) (12)
General and Administration Expenses (174) (351)
------ ------
Income before Income Taxes 1,936 2,011
Income Taxes (156) (163)
------ ------
Net Income 1,780 1,848
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</TABLE>
Five-Month Period Ended May 31, 2000 Compared To Five-Month Period Ended May 31,
1999
Revenue And Gross Profit Margin
Total revenue for the five-month period ended May 31, 2000 decreased by US$
512,000 or 6% to US$8.0 million, compared to US$ 8.5 million for the
corresponding period in 1999. During the five-month period ended May 31, 2000,
the Company shifted its focus to high margin flexible PCBs, which are expected
to be the mainstream of the PCB industry for telecommunication products.
Additional equipment has been purchased during the period for the production of
flexible PCBs and the improvement of capacity of traditional PCBs. Management
believes that with the additional equipment in place, production efficiency will
be greatly improved. Due to this adjustment, the total revenue for the five-
month period ended May 31, 2000 decreased slightly, as compared to the
corresponding period in 1999 when the Company concentrated mainly on the
traditional single and double sided PCBs. The PCBs industry in the region has
been seasonal. Because of the long holiday
9
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during the Chinese New Year, worldwide management believes that sales revenue
for the first three to five months of every calendar year are slower. The sales
of PCBs are expected to gradually increase during the second half of the
calendar year.
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 demands for consumer electronics and telecommunication products.
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
this increased demand in PCB industry will significantly benefit the Company in
the second half of this calendar year.
The increase in the gross profit margin from 24.6% for the five-month
period ended May 31, 1999 to 29.6% in year 2000 was the result of the entrance
into the higher profit margin PCBs market during last quarter of the fiscal
year. Lower production cost was also a factor to higher margin because of bulk
purchase of raw material at a cheaper price.
Other Income
Other income during the five-month period ended 31 May 2000 was US$2,000
which was US$15,000 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 flexible PCBs. During the five-month period ended May 31, 2000, fewer scraps
were produced from the production of flexible PCBs.
Selling Expenses
Selling expenses increased by US$3,000 or 33% to US$12,000 for the five-
month period ended May 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$177,000
or 102% to US$351,000 for the five-month period ended May 31, 2000 from
US$174,000 as compared to the same period in 1999. The following events
occurred during the five-month period ended May 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$41,000 for the five-month period ended May 31, 2000
over the corresponding in 1999. This was the result of retaining US
legal counsel in March 2000 to facilitate the listing on OTCBB and
assist with the SEC compliance requirements
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(b) Auditor and accounting fees - Auditor and accounting fees increased by
US$40,000 for the five-month period ended May 31, in year 2000 as
compared to the same five-month period in 1999. This additional fee
was incurred for the preparation related to listing on the OTCBB and
in connection with satisfying SEC requirements.
(c) Salary and bonus - Salary and bonus increased by approximately
US$68,000 for the five-month period ended 31 May 2000, compared to the
same period in 1999. The increase was a result of hiring additional
accounting professionals to handle the quarterly financial reporting
requirements of the SEC as well as for the salary of key management.
Financial Expenses
The Company did not have any financial expenses for the five-month period
ended May 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 five-month period ended May 31, 2000 net income increased by
US$68,000 or 4% to US$1,848,000, compared to US$1,780,000 for the corresponding
period in 1999. The increase was the result of increase in demand for higher
margin PCBs of the consumer electronics and telecommunication products and
lower production costs.
Twelve-Month Period Ended December 31, 1999 Compared To Nine-Month Period Ended
December 31, 1998
The following data should be read in conjunction with, and is qualified
in its entirety by reference to, the consolidated financial statements of the
Company and the notes thereto and other financial information included as part
of the Annual Report:
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<TABLE>
<CAPTION>
Predecessor
Audited Audited
Nine Months ended Twelve Months ended
(U.S. dollars in thousands) December 1998 December 1999
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenue 5,797 21,591
Cost of Sales (4,105) (16,520)
------ -------
Gross Profit 1,692 5,071
Gross Profit Margin 29.2% 23.5%
Other Income -- 28
Selling Expenses (31) (27)
General and Administration Expenses (1,008) (774)
------ -------
Income before Income Taxes 653 4,298
Income Taxes (97) (346)
------ -------
Net Income 556 3,952
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</TABLE>
In 1998, when the predecessor to the Company was a private company, its
fiscal year end was March 31. The predecessor then underwent a group
reorganization in 1999 as the preparatory step to the public listing in the
United States and in conjunction therewith changed its fiscal year from March 31
to December 31. The predecessor transacted a share exchange with the Company in
March 2000 and has become a wholly owned subsidiary of the Company. As a result
of the share exchange, the fiscal year end is now May 31.
Due to the above-mentioned historical factors, management believes that
it should compare the audited nine-month period ended December 31, 1998 results
of operations with the twelve-month period ended December 31, 1999 results.
Revenue And Gross Profit Margin
Total revenue for the twelve-month period ended December 31, 1999 increased
by US$15.8 million or 272% to US$21.6 million, compared to US$5.8 million for
the nine-month period ended December 31, 1998. Many OEM manufacturers of
electronic products relocated their production bases to the Pearl Delta Region
in Southern China for better networking, cheaper labor and transportation costs.
As a result, the demands over the PCB have increased significantly in the past 2
years.
12
<PAGE>
The 5.7% decrease in the gross profit margin from 29.2% in 1998 to 23.5%
in 1999 was the result of the increase in competition on traditional double and
single sided PCBs.
Other Income
The reselling of scraps contributed to the majority of other income,
which was approximately proportionate to the production volume. There was an
increase of US$28,000 from the nine-month period ended December 31, 1998 to
US$28,000 for the twelve-month period ended December 31, 1999. The increases
were the result of increase in the volume of scraps from higher production
volume.
Selling Expenses
Selling expenses decreased by US$4,000 or 13% for the nine-month period
ended December 31, 1998 to US$27,000 for the twelve-month period ended December
31, 1999. The result was the effort from the management to decrease the
transportation costs during year 1999 by taking more orders from the southern
regions over the northern regions of the PRC.
General And Administration Expenses
General and administration expenses decreased by US$234,000 or 23% from
the nine-month ended December 31, 1998 to US$774,000 for the twelve-month period
ended December 31, 1999. The majority of the decreases were the result of the
effort of management to streamline the corporate structure and reduce
administration-related expenses.
Financial Expenses
There were no financial expenses during the two comparison period.
Income Taxes
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 twelve-month period ended December 31, 1999, net income was
US$3,952,000, which was US$3,396,000 more than the nine-month period ended
December 31, 1998. The increases were the result of increased demand of PCBs
resulting from the increase in demand for consumer electronics and
telecommunication products.
13
<PAGE>
Liquidity and Capital Resources
Five-month period ended May 31, 2000 Compared To Twelve-month period ended
December 31, 1999
Cash and cash equivalents were US$261,000 as of May 31, 2000. This
represents an increase of US$147,000 from December 31, 1999. The increase was
primarily due to cash provided by operating activities which was partially
offset by capital spending for purchase of requirements and capital additions to
support increased headcount, primarily in the accounting and marketing
activities; repayment of note to stockholder; and payment of dividends.
Accounts receivable decreased by US$561,000 from US$3,237,000 for
December 31, 1999 to US$2,675,000 for May 31, 2000. The decrease was primarily
due to lower in sales revenue. Inventory levels have increased by US$145,000
from US$592,000 for December 31, 1999 to US$737,000 for May 31, 2000. The
increase in inventory levels was mainly the result of management's decision to
carry more inventory to better meet customer demand for the sales of the
upcoming quarters and provide effective customer service. The decrease in long-
term liabilities of US$1,252,000 from US$1,478,000 for December 31, 1999 to
US$226,000 for May 31, 2000 was primarily due to the repayment of a note to a
stockholder.
Management believes that the level of financial resources is a
significant competitive factor in the PCB industry 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.
December 31, 1999 Compared To December 31, 1998
Cash and cash equivalents were US$114,000 at of December 31, 1999. This
represents an increase of approximately US$100,000 from December 31, 1998. The
increase was primarily due to cash provided by operating activities and this
increase was partially offset by capital spending for purchase of requirements
and repayment of note to stockholder.
Accounts receivable increased by US$1,379,000 from US$1,858,000 for
December 31, 1998 to US$3,237,000 for December 31, 1999. The growth in account
receivables was primarily due to an increased sales revenue. Inventory levels
have increased slightly by US$71,000 from US$520,000 for December 31, 1998 to
US$591,000 for December 31, 1999. Management intended to maintain a relatively
lower inventory level and the completion time from ordering to finished product
takes approximately 10 days. The increase in inventory levels was relatively
normal with respect to the increase in sales revenue. The decrease in long-term
liabilities of US$2,332,000 was primarily due to the repayment of a note to a
stockholder.
Fixed Assets
For the period ended May 31, 2000, fixed assets increased approximately
by US$617,000 or 22% to US$3,328,000 from US$2,711,000 in December 1999. The
increase was primarily the result of the purchase of moulds (new and
replacement) to facilitate the production of the new flexible PCBs and the
replacement of old moulds for existing products.
14
<PAGE>
For the twelve-month period ended December 31, 1999, fixed assets
increased approximately by US$2.4 million to US$2.7 million from US$292,000 in
December 1998. The increase was primarily the result of the purchase of
additional moulds and equipment to facilitate the increase in sales revenue.
ITEM 7. Financial Statements.
The Company's audited consolidated financial statements are apended hereto
and incorporated herein by reference.
15
<PAGE>
ITEM 8. Changes In And Disagreement With Accountants On Accounting And
Financial Disclosure.
Effective as of June 15, 2000, the Company dismissed Jones, Jensen &
Company ("Jones"). The decision to change accountants was approved by the Board
of Directors of the Company.
The reports of Jones of the Company's consolidated balance sheet as of May
31, 1999 and the related consolidated statements of operations, shareholders'
equity, and cash flows for the years ended May 31, 1999 and 1998, did not
contain an adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles except that it
included a modification for uncertainity of the Company's ability to continue
as a going concern.
During the two fiscal years ending May 31, 1999 and 1998 and the interim
period subsequent to May 31, 1999 through June 15, 2000, there were no
disagreements between the Company and Jones as to any matter of accounting
principles or practices, financial statement disclosure, or audit scope or
procedure, which disagreements, if not resolved to the satisfaction of Jones,
would have caused it to make a reference to the subject matter of the
disagreement in connection with its report on the financial statements for such
periods within the meaning of Item 304(a)(1)(iv) of Regulation S-K. During the
two fiscal years ending May 31, 1999 and 1998 and the interim period subsequent
to May 31, 1999 through June 15, 2000, there have been no reportable events (as
defined in Item 304(a)(1)(v) of Regulation S-K). Jones has furnished the
Company with a letter addressed to the Commission stating that it agrees with
the above statements. A copy of this letter is included as an exhibit to this
Report on Form 8-K.
The Company as of June 16, 2000 has engaged the firm of BDO International
as independent auditors for the Company's fiscal year ending May 31, 2000 to
replace Jones. The Company's Board of Directors approved the selection of BDO
International as independent auditors. The Company has not consulted BDO
International prior to its engagement regarding the application of accounting
principles to a specified transaction, either completed or proposed or the type
of audit opinion that might be rendered on the Company's financial statements or
any matter that was either the subject of a disagreement or a reportable event
within the meaning of Item 304(a)(1) of Regulation S-K.
16
<PAGE>
PART III
ITEM 9. Directors, Executive Officers, Promoters And Control Persons;
Compliance With Section 16(A) Of The Exchange Act.
The following table and text sets forth the names and ages of all directors
and executive officers of the Company and the key management personnel as of May
31, 2000. The Board of Directors of the Company is comprised of only one class.
All of the directors will serve until the next annual meeting of stockholders
and until their successors are elected and qualified, or until their earlier
death, retirement, resignation or removal. Executive officers serve at the
discretion of the Board of Directors, and are appointed to serve until the first
Board of Directors meeting following the annual meeting of stockholders. Also
provided is a brief description of the business experience of each director and
executive officer and the key management personnel during the past five years
and an indication of directorships held by each director in other companies
subject to the reporting requirements under the Federal securities laws.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Mr. Wing Cheong Ho 38 Chairman of the Board and President
Mr. Wing Hung Ho 44 Director and Secretary
Mr. Zhao Jian Li 40 Director, Treasurer and VP - Business Development
Mr. Kin Kong Yeung 38 VP - Administration
Mr. Kwok Ming Li 26 VP - Engineering
Mr. Wing Tsan Ho 26 Chief Financial Officer
Mr. Bing Leung Wan 36 Director
Mr. Paul Wing-Kwong Ho 34 Director
Dr. Chi-Sum Man 35 Director
</TABLE>
Mr. Wing Cheong Ho - Chairman of the Board and President - is the founder
of ATHI and has over 10 years of experience in the printed circuit board
industry in Hong Kong as well as in the People's Republic of China. Before
founding ATHI, he worked for Elec & Eltek Co., Inc. a company listed on the Hong
Kong Exchange.
Mr. Wing Hung Ho - Director and Secretary- has over 10 years of experience
in factory management and is currently taking a major role in managing ATHI's
manufacturing plant in the People's Republic of China. From 1998 to 1999 Mr.
Wing Hung Ho was general manager of Cohin Philippines, Inc. and from 1989 to
1998 was general manager of Volite Garment Factory, Ltd.
Mr. Zhao Jian Li - Director, Treasurer and VP - Business Development - has
over 20 years experience in the electronics industry in Hong Kong and in the
People's Republic of China. Before joining the Company, Mr. Li was the Business
Development General Manager of Hong Xing Electronics and Telecommunications Co.
Ltd. from 1995 to 1998. From 1998 to 2000 Mr. Li served as the head of Business
Development for Fortune (Conductive Carbon) PCB Factory Co., Ltd. He is actively
participating in the provision of the company's future strategies and
development.
17
<PAGE>
Mr. Kin Kong Yeung - VP - Administration - served as administrative manager
of Fortune Printed Circuit Board Factory, Ltd. since 1998 and as Personnel
Officer from 1996 to 1998. From 1994 to 1996 Mr. Kin Kong Yeung served as
administrative officer of Wing Shing Ind. Co.
Mr. Kwok Ming Li - VP - Engineering - served as engineering manager of
Fortune Printed Circuit Board Factory Ltd. since 1998 and as a mechanical
engineering manager from 1996 to 1998. From 1993 to 1994 Mr. Kwok Ming Li was a
technician for B.A. Electronic Co.
Mr. Wing Tsan Ho - Chief Financial Officer - has over 5 years of experience
in taxation and accounting reporting. He worked for the government's Inland
Revenue Department and Yearfull Interior Contract Co. Ltd., prior to joining the
Company.
Mr. Bing Leung Wan - Director - Mr. Wan is the managing partner of Roger
B.L. Wan & Co. a public accounting firm that provides audit and consultancy
services. Mr. Wan has over 15 years experience in the field of audit and
accounting services. Mr. Wan is a member of the Audit Committee.
Mr. Paul Wing-Kwong Ho - Director - Mr. Ho served as a Solicitor from 1994
to 1995. From 1995 Mr. Ho worked as a Senior Government Counsel in the
Prosecutions Division Department of Justice, Hong Kong SAR Government. Mr. Ho is
a member of the Audit Committee.
Dr. Chi-Sum Man - Director - Dr. Man served as a Researcher for the Center
for Urban Planning and Environment Management at the University of Hong Kong
from 1996 to 1997. From 1997 to 1998 Dr. Man served as a Researcher for the Hong
Kong Policy Researcher Institute and from 1998 to present Dr. Man serves as the
Chief Executive Officer of Green Power. Dr. Man is a member of the Audit
Committee.
Mr. Wing Cheong Ho, Mr. Wing Hung Ho and Mr. Paul Wing Kwong Ho are
brothers.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers and directors and persons who own more than 10% of
a registered class of the Company's equity securities to file with the
Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
common stock and other equity securities of the Company, on Forms 3, 4 and 5
respectively. Executive officers, directors and greater than 10% shareholders
are required by Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. To the best of the Company's knowledge (based
solely upon a review of the Form 3, 4 and 5 filed), no officer, director or 10%
beneficial shareholder failed to file on a timely basis any reports required by
Section 16(a) of the Securities Exchange Act of 1934, as amended.
ITEM 10. Executive Compensation.
The following table sets forth the compensation paid to the Company's Chief
Executive Officer who was the only executive officer to receive compensation in
excess of $100,000.
<TABLE>
<CAPTION> ANNUAL
NAME AGE POSITION COMPENSATION
---- --- -------- ------------
<S> <C> <C> <C>
Mr. Wing Cheong Ho 38 President and Chairman of the $125,800
Board
</TABLE>
Neither ATHI nor any subsidiary maintains or has maintained in the past,
any employee benefit plans. However, beginning December 2000, all Hong Kong
companies and their respective employees are required by the government to
participate in the program of Mandatory Providence Fund. Details of such
program will be disclosed later this year.
During the five-month period ended May 31, 2000, certain corporate actions
were conducted by unanimous written consent of the Board of Directors. Directors
receive no compensation for serving on the Board of Directors, but are
reimbursed for any out-of-pocket expenses, if any, incurred in attending board
meetings. The Board of Directors has established an audit committee which
consists of Messrs. Bing Wan, Paul Ho, and Dr. Chi-Sum Man. They are also
independent directors of the Company.
ITEM 11. Security Ownership Of Certain Beneficial Owners And Management.
Security Ownership of Certain Beneficial Owners and Management
18
<PAGE>
The following table sets forth the number of shares of Common Stock
beneficially owned as of May 31, 2000 by (i) those persons or groups known to
the Company who will beneficially own more than 5% of the Company's Common
Stock; (ii) each director and director nominee; (iii) each executive officer;
and (iv) all directors and executive officers as a group. The information is
determined in accordance with Rule 13d-3 promulgated under the Exchange Act
based upon information furnished by persons listed or contained in filings made
by them with the SEC or by information provided by such persons directly to the
Company. Except as indicated below, the stockholders listed possess sole voting
and investment power with respect to their shares.
Amount And Percent Of
Nature Of Class
Beneficial
Owner
I*World Limited 16,300,000 81.79%
Blk 2, Flat 6, 3rd Floor
Tak Fung Industrial Centre
166-176 Texaco Road,
Tseun Road, Hong Kong
Wing Cheong Ho (2) 9,454,000 47.44%
Blk 2, Flat B, 6th Floor
Royal Ascot
Shatin, Hong Kong
Wing Hung Ho (3) 1,956,000 9.81%
Blk 2, Flat B, 22nd Floor
Royal Ascot
Shatin, Hong Kong
Yue Fung Group Holding Limited (4) 4,890,000 24.54%
32nd Floor Wharf Cable Tower
9 Hoi Shing Road
Tseun Wan, Hong Kong
Hong Kong Public Minority (5) 3,139,380 15.75%
19
<PAGE>
Simply Noble Limited (6) 1,750,620 8.78%
32nd Floor Wharf Cable Tower
9 Hoi Shing Road
Tseun Wan, Hong Kong
All Executive officers and Directors as a 11,410,000 57.25%
Group(3) (2 persons)
_______________________
(1) Based on 19,930,000 shares of Common Stock actually outstanding as of
the date of this Information Statement.
(2) Based on Mr. Wing Cheong Ho's 58% ownership of I*World Limited.
(3) Based on Mr. Wing Hung Ho's 12% ownership of I*World Limited.
(4) Based on Yue Fung Group Holding Limited's (a Bermuda Corporation) 30%
ownership of I*World Limited.
(5) Based on the Hong Kong Public Minority's 64.2% ownership of Yue Fung
Group Holding Limited.
(6) Based on Simply Noble Limited's (a British Virgin Island Corporation)
35.8% ownership of Yue Fung Group Holding Limited.
20
<PAGE>
ITEM 12. Certain Relationships And Related Transactions.
The Company
In June 1996, the Company sold 20,000 shares of Common Stock to Park Street
Investments, Inc. ("PSI") for $2,000. Ken Kurtz, a former officer and director,
is the sole officer, sole director and sole shareholder of PSI. The shares were
paid as compensation for services rendered to the Company in connection with the
formation of Company.
Prior to the Acquisition, Mr. Kurtz owned, through Park Street
Investments, Inc., 3,300,000 of the Company's 3,630,000 shares of Common Stock
issued and outstanding or approximately 91%. Park Street Investments, Inc. now
owns 24,925 shares which shares represent approximately 13% of the Company's
total issued and outstanding Common Stock.
Advanced Technology International Holdings Limited ("ATHI")
On November 18, 1998, ATHI acquired a 100 percent equity interest in a
newly incorporated shell company, Ford Reach (H.K.) Limited ("Ford Reach"), for
consideration of $129. Ford Reach is a limited liability company incorporated
in Hong Kong. Pursuant to an Acquisition Agreement dated January 1, 1999, Ford
Reach acquired substantially all the assets and liabilities of Fortune
Conductive Carbon PCB Factory Co., Ltd. ("Fortune") for consideration of
$129,032. Fortune is a limited liability company incorporated in Hong Kong and
is wholly owned by Mr. Ho Wing Cheong, a director and stockholder of ATHI.
On January 8, 1999, ATHI acquired a 100 percent equity interest in a newly
incorporated shell company, Goal Best Gold Limited ("GBG") for consideration of
$100. GBG is a limited liability company incorporated in the British Virgin
Islands. GBG acquired plant and equipment from Dongguan Fortune Circuit
Factory, Co. Ltd. ("Dongguan Fortune") for $1,890,962. Mr. Ho Wing Cheong, a
director and stockholder of ATHI owns a controlling interest in Dongguan
Fortune, a company established in the People's Republic of China.
On May 1, 2000, the Company entered into a rental agreement for five years with
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 five
month period ended May 31, 2000 were $1,054,457 which represents 13% of total
sales for the period. During the year ended December 31, 1999 sales to YFD were
$10,147,820, however, YFD was not a stockholder of the Company during this
period.
As of May 31, 2000 and December 31, 1999, balances with directors and
stockholders consist of the following:
<TABLE>
<CAPTION>
December 31,
May 31, 2000 1999
---------------- -----------------
<S> <C> <C>
Amount due from directors and stockholders:
Mr. Ho Wing Cheong $ - $ 394,441
================ =================
Note payable to director and stockholder:
Mr. Ho Wing Cheong $ - $ 1,290,323
================ =================
</TABLE>
The amounts due from directors and stockholders are unsecured, interest-free and
have no fixed terms of repayment.
The note payable to Mr. Ho Wing Cheong which arose from the acquisition of
assets and assumption of liabilities from companies controlled by Mr. Ho Wing
Cheong as described in Note 1, was recorded at an initial amount of $3,622,626.
It was partially repaid during the year ended December 31, 1999. The remaining
balance of the note payable of $1,290,323 was repaid in full during this period.
21
<PAGE>
ITEM 13. Exhibits, List And Reports On Form 8-K.
Exhibit Number Description
2.1 Share Exchange Agreement dated as of February 1, 2000 by and
among the Company, Ken Kurtz, ATHI and I.WORLD, Incorporated
herein by reference from the Company's filing on Form 8-K filed
on March 15, 2000.
3.1 Articles of Incorporation, Incorporated herein by reference from
the Company's fling on Form 10SB on July 7, 1999.
3.2 Bylaws Incorporated herein by reference from the Company's filing
on Form 10SB on July 7, 1999.
27.1* Financial Data Schedule.
----------
* Previously filed
Reports on Form 8K
During the last quarter of the fiscal year covered by this report the Company
filed the following reports on Form 8-K:
1. Filed March 15, 2000 - reporting Item 5.
2. Filed April 7, 2000 - reporting Items 1, 2, and 5
3. Filed June 20, 2000 and an amendment to the same filed on June 22, 2000 -
reporting Items 4 and 7; Item 7 contained the consolidated balance sheet of
the recently acquired company for the periods ended May 31, 1999 Feburary
28, 2000, and the balance sheets of Advanced Technology International
Holdings Limited as of December 31, 1998 and December 31, 1999, and the
related consolidated statements of operations, stockholder's equity and cash
flows for the period from inception to December 31, 1998 and the twelve
months ended December 31, 1999.
22
<PAGE>
ITEM 14. Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
/s/ Wing Hung Ho
Dated: September 25, 2000 ________________________________________
Wing Hung Ho, Director and Secretary
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Wing Cheong Ho
________________________________________
Dated: September 25, 2000 Wing Cheong Ho, President
/s/ Wing Tsan Ho
________________________________________
Dated: September 25, 2000 Wing Tsan Ho, Chief Financial Officer
/s/ Zhao Jian Li
Dated: September 25, 2000 ________________________________________
Zhao Jian Li, Director, Treasurer and VP
Business Development
/s/ Bing Leung Wan
Dated: September 25, 2000 ________________________________________
Bing Leung Wan, Director
/s/ Paul Wing Kwong Ho
Dated: September 25, 2000 ________________________________________
Paul Wing Kwong Ho, Director
/s/ Chi-Sum Man
Dated: September 25, 2000 ________________________________________
Chi-Sum Man, Director
23
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Report of Independent Auditor
and Consolidated Financial Statements
For the period from April 1, 1998 to December 31, 1998
F-1
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Index To Consolidated Financial Statements
<TABLE>
<CAPTION>
Pages
<S> <C>
Report of Independent Auditor F-3
Consolidated Balance Sheet F-4
Consolidated Statement of Operations F-5
Consolidated Statement of Stockholders' Equity F-6
Consolidated Statement of Cash Flows F-7
Notes to Consolidated Financial Statements F-8 - F-14
</TABLE>
F-2
<PAGE>
WONG HEI CHIU
CERTIFIED PUBLIC ACCOUNTANT
Report of Independent Auditor
To the Board of Directors of
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
I have audited the accompanying consolidated balance sheet of Advanced
Technology International Holdings Limited (formerly known as Modern Frame
International Limited) as of December 31, 1998, and the related consolidated
statement of operations, stockholders' equity and cash flows for the nine months
ended December 31, 1998. These financial statements are the responsibility of
the Companys management. My responsibility is to express an opinion on these
financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that I plan and
perform the audit 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. I believe that my audits provide a reasonable
basis for my opinion.
In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Advanced Technology International Holdings Limited (formerly known as Modern
Frame International Limited) as of December 31, 1998 and the consolidated
results of its operations and cash flows for the nine months ended December 31,
1998, in conformity with generally accepted accounting principles in the United
States of America.
Wong Hei Chiu
Certified Public Accountant
Hong Kong,
April 4, 2000
Room 717 Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon.
F-3
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Consolidated Balance Sheet
As of December 31, 1998
(Expressed in US Dollars)
<TABLE>
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 14,333
Accounts receivable (Note 3) 1,858,014
Other receivables, deposits and prepayments 1,239
Inventories (Note 4) 520,225
----------
Total current assets 2,393,811
Plant and equipment, net (Note 5) 291,933
----------
Total assets 2,685,744
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 933,893
Other payables and accrued expenses 20,069
Due to a director 523,687
Due to a related company 424,319
Income taxes payable (Note 6) 105,435
----------
Total liabilities 2,007,403
Commitments and contingencies (Note 7)
Stockholders' equity
Common stock, par value $1 per share;
50,000 shares authorized; 1,000 shares
issued and outstanding 1,000
Contributed surplus 129,032
Retained earnings 548,309
----------
Total stockholders' equity 678,341
----------
Total liabilities and stockholders' equity $2,685,744
==========
</TABLE>
See accompanying summary of accounting policies and notes to consolidated
financial statements.
F-4
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Consolidated Statement of Operations
For the period from April 1, 1998 to December 31, 1998
(Expressed in US Dollars)
<TABLE>
<S> <C>
Net sales $ 5,796,930
Cost of sales (4,104,583)
-----------
Gross profit 1,692,347
Selling expenses 31,432
General and administrative expenses 1,008,025
-----------
Operating income 652,890
Other income -
-----------
Income before income taxes 652,890
Provision for income taxes (Note 6) 96,774
-----------
Net income $ 556,116
===========
</TABLE>
See accompanying summary of accounting policies and notes to consolidated
financial statements.
F-5
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Consolidated Statement of Stockholders' Equity
(Expressed in US Dollars)
<TABLE>
<CAPTION>
Common Stock Total
Number Retained Stockholders'
of Shares Amount Earnings Equity
<S> <C> <C> <C> <C>
Balance, April 1, 1998 1,000 1,000 55,171 56,171
Net income - - 556,116 556,116
Dividends declared - - (62,978) (62,978)
----- ----- ------- -------
Balance, December 31, 1998 1,000 1,000 548,309 549,309
===== ===== ======= =======
</TABLE>
See accompanying summary of accounting policies and notes to consolidated
financial statements.
F-6
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Consolidated Statement of Cash Flows
Increase/(Decrease) in Cash and Cash Equivalents
For the period from April 1, 1998 to December 31, 1998
(Expressed in US Dollars)
<TABLE>
<S> <C>
Cash flows from operating activities
Net income $ 652,890
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation of plant and equipment 53,312
Changes in:
Accounts and other receivable 552,440
Inventories (520,225)
Amount due from a stockholder -
Accounts payable 307,454
Other payables and accrued expenses (1,021,419)
Due to a director (362,612)
Due to a related company 424,319
-----------
Net cash provided by operating activities 86,159
-----------
Cash flows from return on investments and servicing of
finance
Dividend paid (62,978)
Cash flows used in investing activities
Acquisition of plant and equipment (37,313)
Cash flows from financing activities
Issuance of common stock 1,000
-----------
Net increase in cash and cash equivalents (13,132)
Cash and cash equivalents at beginning of period 27,465
-----------
Cash and cash equivalents at end of period $ 14,333
===========
Supplemental disclosure of cash flow information
Interest paid during the period $ -
Supplemental disclosure of non-cash activities
Acquisition of assets from related companies $ -
Assumption of liabilities from related company $ -
</TABLE>
See accompanying summary of accounting policies and notes to consolidated
financial statements.
F-7
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Advanced Technology International Holdings Limited was incorporated in the
British Virgin Islands on November 18, 1998, under the name of Modern Frame
International Limited ("the Company"). The principal activity of the Company is
to hold investments in subsidiaries.
On November 18, 1998, the Company acquired a 100% equity interest in a newly
incorporated shell company, Ford Reach (H.K.) Limited ("Ford Reach") at a
consideration of $129. Ford Reach is a limited liability company incorporated
in Hong Kong.
On January 8, 1999, the Company acquired a 100% equity interest in a newly
incorporated shell company, Goal Best Gold Limited ("GBG") at a consideration of
$100. GBG is a limited liability company incorporated in the British Virgin
Islands.
Pursuant to a purchase and sale agreement dated January 1, 1999, Ford Reach
acquired substantially all the assets and assumed substantially all the
liabilities of Fortune (Conductive Carbon) PCB Factory Co., Ltd. ("Fortune") in
exchange for a note payable to Mr. Ho Wing Cheong of $1,731,664, which was the
aggregate of the book value of assets acquired less liabilities assumed.
Fortune is a Hong Kong based company and wholly owned by Mr. Ho Wing Cheong, the
director and sole stockholder of the Company. The Company believed that the
$1,731,664 approximated the fair market value of assets acquired less
liabilities assumed at January 1, 1999.
Pursuant to a purchase and sale agreement dated January 8, 1999, GBG acquired
certain plant and equipment from Dongguan Fortune Circuit Factory Co., Ltd.
("Dongguan Fortune") in exchange for a note payable to Mr. Ho Wing Cheong of
$1,890,962, which was the aggregate book value of these assets as of January 1,
1999. Dongguan Fortune is a People's Republic of China ("PRC") based company in
which Mr. Ho Wing Cheong has a controlling interest. The Company believed that
the $1,890,962 approximated the fair market value of those assets acquired at
January 8, 1999.
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.
Subsequent to September 30, 1999, on December 23, 1999, the Company changed its
name to Advanced Technology International Holdings Limited.
F-8
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS (Cont'd)
The consolidated financial statements have been prepared using a pro forma basis
of accounting as if the Group's structure were in existence before completion of
the above reorganization. Under this pro forma basis, the Company has been
treated as the holding company of Fortune for the period presented rather than
from the date of the reorganization. Accordingly, the consolidated results of
the Group for the nine months ended December 31, 1998 represented the results of
Fortune with effect from April 1, 1998. No comparative consolidated financial
statements have been prepared by the Company.
In the opinion of the directors, the consolidated financial statements prepared
on the above pro forma basis present more fairly the results and the state of
affairs of the Group taken as a whole.
NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES
Basis of Accounting and Principles of Consolidation
The consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America and present the
financial statements of the Company and its wholly owned subsidiaries, Ford
Reach and GBG. All material intercompany transactions have been eliminated.
Foreign Currency Translation and Transactions
The functional currency of the Company and its subsidiaries is the Hong Kong
Dollar (HK$) and the financial records are maintained and the financial
statements prepared in HK$. Foreign currency transactions during the period are
translated into HK$ at the exchange rates ruling at the transaction dates.
Assets and liabilities denominated in foreign currencies at the balance sheet
date are translated into HK$ at year end exchange rates. When assets,
liabilities and equity denominated in HK$ are translated into United States
Dollars, translation adjustments are included as a component of stockholder's
equity.
For the purpose of preparing these financial statements, the financial
statements in HK$ have been translated into United States Dollars at US$1.00 =
HK$7.75.
Revenue Recognition
Revenue from goods sold is recognized when title of goods sold has passed to the
buyers, which is usually at the time of delivery.
F-9
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES (Cont'd)
Inventories
Inventories are stated at the lower of cost or market. Cost is computed using
the first-in-first-out method and includes all costs of purchase, cost of
conversion and other costs incurred in bringing the inventories to their present
location and condition. Market value is determined by reference to the sales
proceeds of items sold in the ordinary course of business after the balance
sheet date or to management estimates based on prevailing market conditions
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less.
Plant, Equipment and Depreciation
Plant and equipment are stated at cost. Depreciation is computed using the
straight-line method to allocate the cost of depreciable assets over the
estimated useful lives of the assets as follows:
<TABLE>
<CAPTION>
Estimated
useful life
(in years)
-----------
<S> <C>
Leasehold improvements 10
Furniture and fixtures 8
Machinery and moulds 8
Transportation equipment 8
Computer and telephone equipment 5
</TABLE>
Maintenance, repairs and minor renewals are charged directly to the statement of
operations as incurred. Additions and betterments to plant and equipment are
capitalized. When assets are disposed of, the related cost and accumulated
depreciation thereon are removed from the accounts and any resulting gain or
loss is included in the statement of operations.
Long-lived Assets
The Company periodically reviews its long-lived assets for impairment. When
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable, the Company writes down the asset to its net realizable
value.
F-10
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES (Cont'd)
Income Taxes
The Company and its subsidiaries account for income taxes using the liability
method, which requires an entity to recognize deferred tax liabilities and
assets. Deferred income taxes are recognized based on the differences between
the tax bases of assets and liabilities and their reported amounts in the
financial statements which will result in taxable or deductible amounts in
future years. Further, the effects of enacted tax laws or rate changes are
included as part of deferred tax expenses or benefits in the year that covers
the enactment in the near future date. A valuation allowance will be provided
when there is an uncertainty that a deferred tax benefit will be realized.
Fair Values of Financial Instruments
The carrying amounts of certain financial instruments, including cash, accounts
receivable and accounts payable approximate their fair values as of December 31,
1998 because of the relatively short-term maturity of these instruments. The
fair value of the Company's related party receivables and payables, and note
payable to the sole stockholder cannot be determined due to the nature of the
transactions.
Use of Estimates
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect 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. Among the more
significant estimates included in the financial statements are the allowance for
doubtful accounts, provision for inventory obsolescence and slow moving items,
and deferred income tax liability. Actual results could differ from those
estimates.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS No. 133"), Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires companies
to recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized as income in the period of
change. SFAS No. 133 as amended by SFAS No. 137 is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. Based on its current
and planned future activities relative to derivative instruments, the Company
believes that the adoption of SFAS No. 133 will not have a significant effect on
its financial statements.
F-11
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 3 - ACCOUNTS RECEIVABLE
<TABLE>
<S> <C>
Accounts receivable $1,858,014
Less: Allowance for doubtful accounts -
----------
$1,858,014
==========
</TABLE>
NOTE 4 - INVENTORIES
<TABLE>
<S> <C>
Raw materials $420,328
Work-in-progress 28,719
Finished goods 71,178
--------
$520,225
========
</TABLE>
NOTE 5 - PLANT AND EQUIPMENT, NET
<TABLE>
<S> <C>
Leasehold improvements $ 16,550
Furniture and fixtures 8,796
Machinery and moulds 517,995
Transportation equipment -
Computer and telephone equipment 10,286
--------
553,627
Less: Accumulated depreciation 261,694
--------
$291,933
========
</TABLE>
NOTE 6 - INCOME TAXES
Tax in the consolidated statement of operations represents:
<TABLE>
<S> <C>
Current income tax - Hong Kong $ -
Overseas 96,774
Deferred income tax - Hong Kong 8,661
--------
$105,435
========
</TABLE>
Deferred income taxes represent the tax effect on the excess of depreciation
allowances over related depreciation for financial statement purposes.
F-12
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 6 - INCOME TAXES (Cont'd)
A reconciliation from the statutory tax rate to the effective tax rate is
presented below:
<TABLE>
<CAPTION>
-------
%
<S> <C>
Hong Kong statutory tax rate 16.0
50% reduction for manufacturing operations in PRC (8.0)
Other non-taxable income (0.2)
----
Effective tax rate 7.8
====
</TABLE>
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 only 50%
of its manufacturing profit is subject to Hong Kong profits tax. All of the
Company's manufacturing operations are located in Dongguan, PRC and conducted
under a processing agreement with Dongguan Fu Chi Circuit Factory Co. ("Dongguan
Fu Chi"), a PRC company. Therefore only 50% of the profits of the Company is
subject to Hong Kong profits tax. Such tax concession is granted based on
annual application by the Company. The submission of profits tax returns by the
Company to the Hong Kong tax authority is not yet due and therefore no
application for the grant of the concession has yet been made.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Lease Commitments
A subsidiary leases general and administrative facilities under non-cancelable
operating leases expiring within one year and within 2nd to 5th years
respectively from the balance sheet date. Rent expenses paid under this lease
for the year ended December 31, 1998 was $6,193. The minimum lease payments
under these operating leases for the twelve months ending December 31, 1999 and
for the 2nd to 5th years thereafter total $6,193 and $4,645 respectively. There
are no other lease commitments.
F-13
<PAGE>
Advanced Technology International Holdings Limited
(Formerly known as Modern Frame International Limited)
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 8 - CONCENTRATION OF CREDIT RISK
The majority of revenue of Ford Reach and GBG is derived from the sale of goods
to a few customers and no collateral is required from them. The collectability
of debts owed by these customers depends substantially on the financial
condition and cash flow position of these customers. The Company reviews
regularly the credit status of these customers and the provision for doubtful
accounts is recorded based on the management's assessment of the credit status
of these customers.
During the period, sales made to a customer accounted for 58% of the Company's
total sales. Receivable from this customer as of December 31, 1998 accounted for
42% of the total accounts receivable as of that date.
NOTE 9 - ECONOMIC DEPENDENCE
Ford Reach and GBG's manufacturing operations is supported by a single PRC
company, Dongguan Fu Chi. Under a processing agreement with an expiry date of
December 31, 2008, Dongguan Fu Chi provides the factory premises and the workers
at a fee. There can be no assurance that Dongguan Fu Chi's premises and
workforce are sufficient to handle an increase in production orders should the
Company's business expand or that the Company can locate another third party
subcontractor who can handle the Company's production on as favorable terms as
those existing with Dongguan Fu Chi.
F-14
<PAGE>
Score One, Inc.
Report of Independent Auditors
and Consolidated Financial Statements
For the period from
January 1, 2000 to May 31, 2000
F-15
<PAGE>
Score One, Inc.
Index To Consolidated Financial Statements
<TABLE>
<CAPTION>
Pages
<S> <C>
Report of Independent Auditors F-17
Consolidated Balance Sheets F-18
Consolidated Statements of Operations F-19
Consolidated Statements of Stockholder's Equity F-20
Consolidated Statements of Cash Flows F-21
Notes to Consolidated Financial Statements F-22 - F-32
</TABLE>
F-16
<PAGE>
Report of Independent Auditors
To the Board of Directors of
Score One, Inc.
We have audited the accompanying consolidated balance sheets of Score One, Inc.
as of May 31, 2000 and December 31, 1999, and the related consolidated
statements of operations, stockholders' equity and cash flows for the five-month
period ended May 31, 2000 and the year ended December 31, 1999. These financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Score
One Inc. as of May 31, 2000 and December 31, 1999 and the consolidated results
of its operations and cash flows for the five-month period ended May 31, 2000
and the year ended December 31, 1999, in conformity with generally accepted
accounting principles in the United States of America.
/s/ BDO International
Hong Kong,
September 8, 2000
F-17
<PAGE>
Score One, Inc.
Consolidated Balance Sheets
(Expressed in US Dollars)
<TABLE>
<CAPTION>
December 31,
May 31, 2000 1999
----------------- -----------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 261,057 $ 114,171
Accounts receivable (Note 5) 2,675,018 3,236,703
Other receivables, deposits and prepayments 2,883 428,945
Inventories (Note 6) 736,678 591,653
Deferred income taxes (Note 9) 15,484 15,484
Amounts due from stockholder (Note 11) - 394,441
----------------- -----------------
Total current assets 3,691,120 4,781,397
Plant and equipment, net (Note 7) 3,328,309 2,711,271
----------------- -----------------
Total assets $ 7,019,429 $ 7,492,668
----------------- -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable (Note 8) $ 1,418,311 $ 1,835,045
Other payables and accrued expenses 209,543 52,305
Income taxes payable 298,323 173,161
Dividend payable - 759,172
Bank overdraft 22,429 -
----------------- -----------------
Total current liabilities 1,948,606 2,819,683
----------------- -----------------
Long term liabilities
Note payable to stockholder (Note 11) - 1,290,323
Deferred income taxes (Note 9) 226,065 188,001
----------------- -----------------
Total long term liabilities 226,065 1,478,324
----------------- -----------------
Total liabilities 2,174,671 4,298,007
----------------- -----------------
Commitments and Contingencies (Note 10)
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 -
Additional paid-in capital - 1,000
4,824,828
Retained earnings 3,193,661
----------------- -----------------
Total stockholders' equity 4,844,758 3,194,661
----------------- -----------------
Total liabilities and stockholders' equity $ 7,019,429 $ 7,492,668
----------------- -----------------
</TABLE>
See accompanying notes to consolidated financial statements.
F-18
<PAGE>
Score One, Inc.
Consolidated Statements of Operations
(Expressed in US Dollars)
<TABLE>
<CAPTION>
Twelve Months
Five Ended
Months Ended December 31,
May 31, 2000 1999
------------------ -----------------
<S> <C> <C>
Net sales $ 8,016,363 $ 21,591,106
Cost of sales (5,643,960) (16,519,906)
------------------ -----------------
Gross profit 2,372,403 5,071,200
Selling expenses (11,920) (27,247)
General and administrative expenses (351,203) (773,530)
------------------ -----------------
Operating income 2,009,280 4,270,423
Interest income 125 -
Other income 1,718 28,088
------------------ -----------------
Income before income taxes 2,011,123 4,298,511
Income taxes (Note 9) (163,226) (345,678)
------------------ -----------------
Net income $ 1,847,897 $ 3,952,833
================== =================
Earnings per share - basic and diluted $ 0.10 $ 0.24
================== =================
Weighted average common shares outstanding
- basic and diluted 18,115,000 16,300,000
================== =================
</TABLE>
See accompanying notes to consolidated financial statements.
F-19
<PAGE>
Score One, Inc.
Consolidated Statements of Stockholders' Equity
(Expressed in US Dollars)
<TABLE>
<CAPTION>
Common Stock
--------------------------- Additional Total
Number Paid-in Retained Stockholders'
of Shares Amount Capital Earnings Equity
------------- ------------ ------------ -------------- ----------------
<S> <C> <C> <C> <C> <C>
Balance as of January 1, 1999 - $ - $ 1,000 $ - $ 1,000
Net income - - - 3,952,833 3,952,833
Dividend declared - - - (759,172) (759,172)
------------- ------------ ------------ -------------- ----------------
Balance as of
December 31, 1999 - - 1,000 3,193,661 3,194,661
Issuance of shares for
Score One transaction 16,300,000 16,300 (16,300) - -
Issuance of shares in
connection with reverse
merger 3,630,000 3,630 15,300 (16,730) 2,200
Net income - - - 1,847,897 1,847,897
Dividend paid - - - (200,000) (200,000)
---------------- ------------ ------------ -------------- ----------------
Balance as of
May 31, 2000 19,930,000 $ 19,930 $ - $ 4,824,828 $ 4,844,758
================ ============ ============ ============== ================
</TABLE>
See accompanying notes to consolidated financial statements.
F-20
<PAGE>
Score One, Inc.
Consolidated Statements of Cash Flows
Increase/(Decrease) in Cash and Cash Equivalents
(Expressed in US Dollars)
<TABLE>
<CAPTION>
Twelve
Five months ended
Months Ended December 31,
May 31, 2000 1999
----------------- -----------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 1,847,897 $ 3,952,833
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation of plant and equipment 306,730 536,865
Deferred income taxes 38,064 172,517
Changes in - net of acquisition
Accounts receivable 561,685 (1,378,689)
Other receivables, deposits and prepayments 428,262 (427,706)
Inventories (145,025) (71,428)
Amount due from stockholder 394,441 (394,441)
Accounts payable (416,734) 901,152
Other payables and accrued expenses 157,238 32,236
Income taxes payable 125,162 173,161
----------------- -----------------
Net cash provided by operating activities 3,297,720 3,496,500
----------------- -----------------
Cash flows used in investing activities
Acquisition of plant and equipment (923,769) (1,065,242)
Bank balance acquired from a related company - 14,216
----------------- -----------------
Net cash used in investing activities (923,769) (1,051,026)
----------------- -----------------
Cash flows from financing activities
Bank overdraft 22,429 -
Repayment of note payable to stockholder (1,290,323) (2,332,303)
Dividend paid (959,172) -
----------------- -----------------
Net cash used in financing activities (2,227,066) (2,332,303)
----------------- -----------------
Net increase in cash and cash equivalents 146,886 113,171
Cash and cash equivalents at beginning of period 114,171 1,000
----------------- -----------------
Cash and cash equivalents at end of period $ 261,057 $ 114,171
================= =================
Supplemental disclosure of cash flow information
Interest paid during the period $ 415 $ 527
Supplemental disclosure of non-cash activities
Acquisition of assets from related companies $ - $ 4,562,372
Assumption of liabilities from a related company $ - $ 953,962
</TABLE>
See accompanying notes to consolidated financial statements.
F-21
<PAGE>
Score One, Inc.
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
Note 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Score One Inc. ("the Company") was initially incorporated in the State of Nevada
on June 7, 1996.
On March 10, 2000, the Company executed a Share Exchange Agreement with Advanced
Technology International Holdings Limited ("ATIH") and the sole stockholder of
ATIH pursuant to which 100% of the issued share capital of ATIH was acquired by
the Company, in exchange for 16,300,000 shares of the Company's $0.001 par value
common stock which were issued after a 1.65 for 1 forward stock split mentioned
below.
On March 14, 2000, the Company effected a 1.65 for 1 forward stock split. After
issuing 16,300,000 shares of the common stock to the original stockholder of
ATIH, the Company has a total of 19,930,000 shares of common stock issued and
outstanding. For accounting purposes, the acquisition has been treated as the
acquisition of the Company by ATIH with ATIH as the acquirer (reverse merger).
The historical financial statements prior to March 10, 2000 are those of ATIH.
All shares and per share data prior to the acquisition have been restated to
reflect the stock issuance as a recapitalization of ATIH.
ATIH was incorporated in the British Virgin Islands on November 18, 1998, under
the name of Modern Frame International Limited ("MFIL"). The name of MFIL was
changed to ATIH on December 23, 1999. The principal activity of the ATIH is to
hold investments in subsidiaries.
On November 18, 1998, ATIH acquired a 100% equity interest in a newly
incorporated shell company, Ford Reach (H.K.) Limited ("Ford Reach") at a
consideration of $129. Ford Reach is a limited liability company incorporated
in Hong Kong.
On January 8, 1999, ATIH acquired a 100% equity interest in a newly incorporated
shell company, Fortune (Conductive Carbon) PCB Factory Company Limited ("Fortune
BVI") (formerly known as Goal Best Gold Limited), at a consideration of $100.
The name of Goal Best Gold Limited was changed to Fortune (Conductive Carbon)
PCB Factory Company Limited on November 2, 1999. Fortune BVI is a limited
liability company incorporated in the British Virgin Islands.
Pursuant to a purchase and sale agreement dated January 1, 1999, Ford Reach
acquired substantially all the assets and assumed substantially all the
liabilities of Fortune (Conductive Carbon) PCB Factory Co., Ltd. ("Fortune HK"),
a limited liability company incorporated in Hong Kong, in exchange for a note
payable to Mr. Ho Wing Cheong of $1,731,664, which was the aggregate book value
of assets acquired less liabilities assumed. Fortune HK is a Hong Kong based
company and wholly owned by Mr. Ho Wing Cheong, now a director and stockholder
of the Company. ATIH believed that the $1,731,664 approximated the fair market
value of assets acquired less liabilities assumed at January 1, 1999. This
company is considered to be the predecessor to the Company.
F-22
<PAGE>
Score One, Inc.
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
Note 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS - Continued
Pursuant to a purchase and sale agreement dated January 8, 1999, Fortune BVI
acquired certain plant and equipment from Dongguan Fortune Circuit Factory Co.,
Ltd. ("Dongguan Fortune") in exchange for a note payable to Mr. Ho Wing Cheong
of $1,890,962, which was the aggregate book value of these assets as of January
1, 1999. Dongguan Fortune is a People's Republic of China ("PRC") based company
in which Mr. Ho Wing Cheong has a controlling interest. Based on the valuation
report prepared by Messrs. LCH (Asia Pacific) Surveyors Limited dated May 3,
2000, ATIH believed that the $1,890,962 approximated the fair market value of
those assets acquired at January 8, 1999.
Both Ford Reach and Fortune BVI are engaged in the manufacture and sale of
printed circuit boards for telecommunication systems, scientific calculators and
audio visual equipment to companies in Greater China. Ford Reach and Fortune BVI
commenced operations on January 1, 1999 and January 8, 1999, respectively. On
October 1, 1999, Ford Reach transferred all its assets and liabilities to
Fortune BVI at their book values and has become dormant since then.
NOTE 2 - UNAUDITED COMPARABLE FINANCIAL INFORMATION
As described in Note 1, the Company executed a Share Exchange Agreement with
ATIH and the sole stockholder of ATIH. For accounting purposes, the acquisition
has been treated as the acquisition of the Company by ATIH with ATIH as the
acquirer. Unaudited financial information for the comparable five-month period
ended May 31, 1999, is presented in the table below and includes any adjustments
(consisting of normal, recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation.
Unaudited comparable financial information:
<TABLE>
<CAPTION>
Five
Months Ended
May 31, 1999
-----------------
(Unaudited)
<S> <C>
Net sales $ 8,527,946
=================
Gross profit $ 2,094,029
=================
Other income $ 16,860
=================
Income tax $ 155,742
=================
Net income $ 1,780,167
=================
Earnings per share - basic and diluted $ 0.11
=================
Weighted average common shares outstanding - basic and diluted 16,300,000
=================
</TABLE>
F-23
<PAGE>
Score One, Inc.
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 3 - ECONOMIC DEPENDENCE
Fortune BVI's manufacturing operations is supported by a single PRC company,
Dongguan Fu Chi. Under a processing agreement with an expiry date of December
31, 2008, Dongguan Fu Chi provides the factory premises, the workers and, in
many cases, supplementary materials at a fee. There can be no assurance that
Dongguan Fu Chi's premises and workforce are sufficient to handle an increase in
production orders should the Company's business expand or that the Company can
locate another third party subcontractor who can handle the Company's production
on as favorable terms as those existing with Dongguan Fu Chi.
NOTE 4 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES
Basis of Accounting and Principles of Consolidation
The consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America and present the
financial statements of the Company and its wholly owned subsidiaries, ATIH,
Ford Reach and Fortune BVI. All material intercompany transactions have been
eliminated.
Foreign Currency Translation and Transactions
The functional currency of the Company is US$ and the financial records are
maintained and the financial statements prepared in US$. The functional
currency of its subsidiaries is Hong Kong dollars (HK$) and the financial
records are maintained and the financial statements are prepared in HK$.
Foreign currency transactions during the year are translated into US$ at the
exchange rates ruling at the translation dates. Gain and loss resulting from
foreign currency transactions are included in the statement of operations.
Assets and liabilities denominated in foreign currencies at the balance sheet
date are translated into US$ at year end exchange rates. When assets,
liabilities and equity denominated in HK$ are translated into US$, translation
adjustments are included as a component of stockholders' equity.
Exchange rates between US$ and HK$ were fairly stable during the period
presented. The rate ruling as of May 31, 2000 is US$1: HK$7.75. Due to the
stability of the exchange rates during the periods presented, there was no net
adjustments in the stockholders' equity.
Revenue Recognition
Revenue from goods sold is recognized when title of goods sold has passed to the
buyers, which is at the time of delivery.
F-24
<PAGE>
Score One, Inc.
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 4 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES - Continued
Inventories
Inventories are stated at the lower of cost or market. Cost is computed using
first-in, first-out method and includes all costs of purchase, cost of
conversion and other costs incurred in bringing the inventories to their present
location and condition. Market value is determined by reference to the sales
proceeds of items sold in the ordinary course of business after the balance
sheet date or to management estimates based on prevailing market conditions.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less.
Accounts Receivable and Concentration of Credit Risk
During the normal course of business, the Company extends unsecured credit to
its customers. The collectibility of debts owed by its customers depends
substantially on the financial condition and cash flow position of its
customers. The Company reviews regularly the credit status of each customer on
a case by case basis and the provision for doubtful accounts is recorded based
on the management's assessment of the credit status of its customers.
Plant, Equipment and Depreciation
Plant and equipment are stated at cost. Depreciation is computed using the
straight-line method to allocate the cost of depreciable assets over the
estimated useful lives of the assets as follows:
<TABLE>
<CAPTION>
Estimated
useful life
(in years)
-------------
<S> <C>
Leasehold improvements 10
Furniture and fixtures 5
Machinery and moulds 5
Transportation equipment 5
Computer and telephone equipment 5
</TABLE>
Maintenance, repairs and minor renewals are charged directly to the statement of
operations as incurred. Additions and betterments to plant and equipment are
capitalized. When assets are disposed of, the related cost and accumulated
depreciation thereon are removed from the accounts and any resulting gain or
loss is included in the statement of operations.
F-25
<PAGE>
Score One, Inc.
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 4 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES - Continued
Long-lived Assets
The Company periodically reviews its long-lived assets for impairment based upon
the estimated undiscounted future cash flows expected to result from the use of
the assets and their eventual disposition. When events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable, the asset is written down to its net realizable value.
Income Taxes
The Company and its subsidiaries account for income taxes using the liability
method, which requires an entity to recognize deferred tax liabilities and
assets. Deferred income taxes are recognized based on the differences between
the tax bases of assets and liabilities and their reported amounts in the
financial statements which will result in taxable or deductible amounts in
future years. Further, the effects of enacted tax laws or rate changes are
included as part of deferred tax expenses or benefits in the year that covers
the enactment in the near future date. A valuation allowance will be provided
when there is an uncertainty that a deferred tax benefit will be realized.
Fair Values of Financial Instruments
The carrying amounts of certain financial instruments, including cash, accounts
receivable and accounts payable approximate their fair values as of May 31, 2000
and December 31, 1999 because of the relatively short-term maturity of these
instruments. The fair value of the Company's related party receivables and
payables, and note payable to the major beneficial stockholder cannot be
determined due to the nature of the transactions.
Use of Estimates
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect 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. Among the more
significant estimates included in the financial statements are the allowance for
doubtful accounts, provision for inventory obsolescence and slow moving items,
and deferred income tax liability. Actual results could differ from those
estimates.
F-26
<PAGE>
Score One, Inc.
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 4 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES - Continued
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS No. 133"), Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires companies
to recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized as income in the period of
change. SFAS No. 133 as amended by SFAS No. 137 is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. Based on its current
and planned future activities relative to derivative instruments, the Company
believes that the adoption of SFAS No. 133 will not have a significant effect on
its financial statements.
On December 3, 1999, the SEC issued Staff Accounting Bulletin 101 ("SAB 101"),
Revenue Recognition in Financial Statements. SAB 101 summarizes some of the
SEC's interpretations of the application of generally accepted accounting
principles to revenue recognition. Revenue recognition under SAB 101 was
initially effective for the Company's first quarter 2000 financial statements.
However, SAB 101B, which was released June 26, 2000, delayed adoption of SAB 101
until no later than the fourth fiscal quarter 2000. Changes resulting from SAB
101 require that a cumulative effect of such changes for 1999 and prior years be
recorded as an adjustment to net income on January 1, 2000 plus adjust the
statement of operations for the three months ended in the quarter of adoption.
Although the Company is still in the process of reviewing SAB 101, it believes
that its revenue recognition practices are in substantial compliance with SAB
101 and that adoption of its provisions would not be material to its annual or
quarterly results of operations.
Related Party
A related party is an entity that can control or significantly influence the
management or operating policies of another entity to the extent one of the
entities may be prevented from pursuing its own interests. A related party may
also be any party the entity deals with that can exercise that control.
Earnings Per Share
Basic and diluted net earnings (loss) per share were computed in accordance with
SFAS No. 128, "Earnings per Share". Basic net earnings per share is computed by
dividing net earnings available to common shareholders (numerator) by the
weighted average number of common shares outstanding (denominator) during the
period and excludes the dilutive effect of stock options and convertible
debentures. Diluted net earnings per share gives effect to all dilutive
potential common shares outstanding during a period. In computing diluted net
earnings per share, the average stock price for the period is used in
determining the number of shares assumed to be reacquired under the treasury
stock method from the exercise of stock
F-27
<PAGE>
Score One, Inc.
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
options and the if-converted method to compute the dilutive effect of
convertible debentures.
The 16,300,000 shares issued as consideration for the reverse merger are
considered outstanding for all periods presented.
NOTE 5 - ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>
December 31,
May 31, 2000 1999
----------------- -----------------
<S> <C> <C>
Accounts receivable $ 2,868,567 $ 3,430,252
Less: Allowance for doubtful accounts (193,549) (193,549)
----------------- -----------------
$ 2,675,018 $ 3,236,703
================= =================
</TABLE>
F-28
<PAGE>
Score One, Inc.
Notes To Consolidated Financial Statements
NOTE 6 - INVENTORIES
<TABLE>
<CAPTION>
December 31,
May 31, 2000 1999
----------------- -----------------
<S> <C> <C>
Raw materials $ 656,352 $ 536,549
Work-in-progress 80,326 55,104
Finished goods 113,688 126,980
----------------- -----------------
850,366 718,633
Less: Provision for slow-moving goods 113,688 126,980
----------------- -----------------
$ 736,678 $ 591,653
================= =================
</TABLE>
NOTE 7 - PLANT AND EQUIPMENT, NET
<TABLE>
<CAPTION>
December 31,
May 31, 2000 1999
----------------- -----------------
<S> <C> <C>
Leasehold improvements $ 452,700 $ 297,262
Furniture and fixtures 160,115 155,181
Machinery and moulds 3,458,015 2,694,619
Transportation equipment 83,115 83,115
Computer and telephone equipment 17,959 17,959
----------------- -----------------
4,171,904 3,248,136
Less: Accumulated depreciation 843,595 536,865
----------------- -----------------
$ 3,328,309 $ 2,711,271
================= =================
</TABLE>
NOTE 8 - ACCOUNTS PAYABLE
<TABLE>
<CAPTION>
December 31,
May 31, 2000 1999
----------------- -----------------
<S> <C> <C>
Payable to subcontractor $ 144,787 $ -
Amounts owed to suppliers 1,273,524 1,835,045
----------------- -----------------
$ 1,418,311 $ 1,835,045
================= =================
</TABLE>
F-29
<PAGE>
Score One, Inc.
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 9 - INCOME TAXES
Tax in the consolidated statement of operations represents:
<TABLE>
<CAPTION>
Twelve
Five Months Ended
Months Ended December 31,
May 31, 2000 1999
------------------ -----------------
<S> <C> <C>
Current year income tax - Hong Kong $ 125,162 $ 173,161
Deferred income tax - Hong Kong 38,064 172,517
------------------ -----------------
$ 163,226 $ 345,678
================== =================
</TABLE>
Deferred income taxes represent the tax effect on the excess of depreciation
allowances over related depreciation for financial statement purposes and the
general provision for doubtful debts.
At the balance sheet date, the major components of the provided deferred tax are
as follows:
<TABLE>
<CAPTION>
Twelve
Five Months Ended
Months Ended December 31,
May 31, 2000 1999
------------------ -----------------
<S> <C> <C>
Deferred tax assets:
Account receivable and inventory reserve $ 15,484 $ 15,484
------------------ -----------------
Total deferred tax asset: 15,484 15,484
------------------ -----------------
Deferred tax liability:
Depreciation (226,065) (188,001)
------------------ -----------------
Total deferred tax liability (226,065) (188,001)
------------------ -----------------
================== =================
Net deferred tax liability $ (210,581) $ (172,517)
================== =================
</TABLE>
A reconciliation from the statutory tax rate to the effective tax rate is
presented below:
<TABLE>
<CAPTION>
Twelve
Five Months Ended
Months Ended December 31,
May 31, 2000 1999
------------------ -----------------
% %
<S> <C> <C>
Hong Kong statutory tax rate 16 16
50% reduction for manufacturing operations in PRC (8) (8)
------------------ -----------------
Effective tax rate 8 8
================== =================
</TABLE>
F-30
<PAGE>
Score One, Inc.
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 9 - INCOME TAXES - Continued
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 apportionment under which only
50% of its manufacturing profit is subject to Hong Kong profits tax. All of the
Company's manufacturing operations are located in Dongguan, PRC and conducted
under a processing agreement with Dongguan Fu Chi Circuit Factory Co. ("Dongguan
Fu Chi"), a PRC company. Therefore only 50% of the profits of the Company is
subject to Hong Kong profits tax. Such tax concession is granted based on annual
application by the Company. The submission of profits tax returns by the
Company to the Hong Kong tax authority has not yet made and therefore the grant
of the concession by the Hong Kong tax authority has not yet been confirmed.
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company leased general and administrative facilities under three operating
leases. Rent expense charged to operations amounted to $1,757 for the five
months ended May 31, 2000, $6,194 for fiscal 1999.
As of May 31, 2000, the Company had commitments under a non-cancellable
operating lease expiring in excess of one year amounting to $187,098. Rental
payments for each of the succeeding periods are:
<TABLE>
<S> <C>
June 1, 2000 to May 31, 2001 $ 32,258
June 1, 2001 to May 31, 2002 38,710
June 1, 2002 to May 31, 2003 38,710
June 1, 2003 to May 31, 2004 38,710
June 1, 2004 to May 31, 2005 38,710
--------------
$ 187,098
==============
</TABLE>
NOTE 11 - RELATED PARTY TRANSACTIONS
On May 1, 2000, the Company entered into a rental agreement for five years with
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 five
month period ended May 31, 2000 were $1,054,457 which represents 13% of total
sales for the period. During the year ended December 31, 1999 sales to YFD were
$10,147,820, however, YFD was not a stockholder of the Company during this
period.
F-31
<PAGE>
Score One, Inc.
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 11 - RELATED PARTY TRANSACTIONS - Continued
As of May 31, 2000 and December 31, 1999, balances with directors and
stockholders consist of the following:
<TABLE>
<CAPTION>
December 31,
May 31, 2000 1999
---------------- -----------------
<S> <C> <C>
Amount due from directors and stockholders:
Mr. Ho Wing Cheong $ - $ 394,441
================ =================
Note payable to director and stockholder:
Mr. Ho Wing Cheong $ - $ 1,290,323
================ =================
</TABLE>
The amounts due from directors and stockholders are unsecured, interest-free and
have no fixed terms of repayment.
The note payable to Mr. Ho Wing Cheong which arose from the acquisition of
assets and assumption of liabilities from companies controlled by Mr. Ho Wing
Cheong as described in Note 1, was recorded at an initial amount of $3,622,626.
It was partially repaid during the year ended December 31, 1999. The remaining
balance of the note payable of $1,290,323 was repaid in full during this period.
NOTE 12 - CONCENTRATION OF CUSTOMERS AND VENDORS
During the period, the following customers accounted for more than 10% of total
sales:
<TABLE>
<CAPTION>
Twelve
Five Months Ended
Months Ended December 31,
May 31, 2000 1999
----------------- -----------------
<S> <C> <C>
Customer A $ 1,911,109 $ -
Customer B 1,839,413 -
Customer C 1,323,486 -
Customer D 1,054,457 10,147,820
================= =================
</TABLE>
During the period, the following vendors accounted for more than 10% of total
purchases:
<TABLE>
<CAPTION>
Twelve
Five Months Ended
Months Ended December 31,
May 31, 2000 1999
----------------- -----------------
<S> <C> <C>
Vendor A $ 1,458,252 $ 4,590,298
Vendor B 961,268 1,288,633
Vendor C 660,009 1,273,091
================= =================
</TABLE>
F-32
