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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended November 30, 2000.
[_] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period from ______ to ______.
Commission file number:
SCORE ONE, INC.
---------------
(Exact name of small business issuer as specified in its charter)
Nevada 88-0409164
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(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
Blk. 2, Flat 6, 3/rd/ Floor
Tak Fung Industrial Centre
166-176 Texaco Road
Tsuen Wan, Hong Kong
---------------------------------
(Address of principal executive offices)
011-852-2406-8978
------------------------------------------
(Issuer's Telephone Number, Including Area Code)
________________________________________________________________
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [_] No [_]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
As of November 30, 2000, there were 19,930,000 shares of common stock
issued and outstanding.
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FORM 10-QSB
SCORE ONE, INC.
TABLE OF CONTENTS
PART I
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ITEM 1. Financial Statements........................................................... 3
Consolidated Balance Sheet..................................................... 4
Consolidated Statements Of Operations.......................................... 5
Consolidated Statements Of Cash Flows.......................................... 7
Notes To Consolidated Financial Statements..................................... 8
ITEM 2. Management's Discussion And Analysis And Results Of Operation.................. 10
PART II
ITEM 1. Legal Proceedings.............................................................. 14
ITEM 2. Changes in Securities.......................................................... 14
ITEM 3. Defaults Upon Senior Securities................................................ 14
ITEM 4. Submission of Matters to a Vote of Security Holders............................ 14
ITEM 5. Other Information.............................................................. 14
ITEM 6. Exhibits And Reports On Form 8-K............................................... 14
Signatures..................................................................... 15
</TABLE>
2
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PART I
ITEM 1. FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited financial statements
included in this Form 10-QSB reflect all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the results of
operations for the periods presented. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year.
[THIS SPACE INTENTIONALLY LEFT BLANK]
3
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Score One, Inc.
Consolidated Balance Sheet As of
November 30, 2000
<TABLE>
<CAPTION>
(Expressed in US Dollars)
November 30, 2000 May 31, 2000
------------------ ------------
(unaudited) (audited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents 136,923 261,057
Accounts receivable 3,694,782 2,675,018
Other receivables, deposits and prepayments 50,377 2,883
Inventories 1,026,656 736,678
Deferred income taxes 17,239 15,484
Amount due from stockholder (Note 3) 1,628,888 -
--------------------------------------
Total current assets 6,554,865 3,691,120
Plant and equipment, net 3,575,370 3,328,309
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Total assets $ 10,130,235 $ 7,019,429
======================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable 1,366,765 1,418,311
Other payables and accrued expenses 24,516 209,543
Income taxes payable 521,245 298,323
Bank overdraft - 22,429
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Total current liabilities 1,912,526 1,948,606
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Long term liabilities
Deferred income taxes 257,884 226,065
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Total long term liabilities 257,884 226,065
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Total liabilities 2,170,410 2,174,671
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Commitments and Contingencies
Stockholders' equity
Preferred stock, par value $0.001 per share;
5,000,000 shares authorized, none issued
Common stock, par value $0.001 per share;
41,250,000 shares authorized;
19,930,000 shares issued and outstanding 19,930 19,930
Retained earnings 7,939,895 4,824,828
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Total stockholders' equity 7,959,825 4,844,758
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Total liabilities and stockholders' equity $ 10,130,235 $ 7,019,429
======================================
</TABLE>
See accompanying notes to consolidated financial statements.
4
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Score One, Inc.
Consolidated Statements of Operations
(Expressed in US Dollars)
<TABLE>
<CAPTION>
6 months ended 6 months ended
November 30, 2000 November 30, 1999
-------------------------------------
(unaudited) (unaudited)
<S> <C> <C>
Net sales 10,439,927 11,176,432
Cost of sales (6,697,546) (8,415,716)
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Gross profit 3,742,381 2,760,716
Selling expenses (24,015) (16,009)
General and administrative expenses (352,371) (272,396)
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Operating income 3,365,995 2,472,311
Interest income 399 -
Other income 1,660 11,464
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Income before income taxes 3,368,054 2,483,775
Income taxes (252,988) (220,679)
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Net income $ 3,115,066 $ 2,263,096
==================================
Earnings per share - basic and diluted $ 0.16 $ 0.14
==================================
Weighted average common share outstanding
- basic and diluted 19,930,000 16,300,000
==================================
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
Score One, Inc.
Consolidated Statements of Operations
(Continued)
<TABLE>
<CAPTION>
(Expressed in US Dollars)
<S> <C> <C>
3 months ended 3 months ended
November 30, 2000 November 30, 1999
-------------------------------------
(unaudited) (unaudited)
Net sales 5,292,882 5,485,611
Cost of sales (3,218,790) (4,235,719)
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Gross profit 2,074,092 1,249,892
Selling expenses (8,212) (6,189)
General and administrative expenses (183,721) (150,186)
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Operating income 1,882,159 1,093,517
Interest income 360 -
Other income 790 236
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Income before income taxes 1,883,309 1,093,753
Income taxes (150,665) (107,827)
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Net income $ 1,732,644 $ 985,926
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Earnings per share - basic and diluted $ 0.09 $ 0.06
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Weighted average common share outstanding
- basic and diluted 19,930,000 16,300,000
=====================================
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
Score One, Inc.
Consolidated Statements of Cash Flows
Increase/(Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
(Expressed in US Dollars)
6 months ended 6 months ended
November 30, 2000 November 30, 1999
---------------------------------------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities
Net income 3,115,066 2,263,096
Adjustments to reconcile net income
to net cash provided by operating activities
Deprecation of plant and equipment 435,142 394,728
Deferred income taxes 30,065 5,755
Changes in
Accounts receivable (1,019,764) 283,74
Other receivables, deposits and prepayments (47,494) (334,770)
Inventories (289,978) (488,868)
Amount due from stockholder (1,628,888) (77,548)
Amount due to stockholder - (2,164,929)
Accounts payable (51,546) 303,366
Other payables and accrued expenses (185,027) 757,838
Income taxes payable 222,922 214,924
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Net cash provided by operating activities 580,498 1,157,335
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Cash flows used in investing activities
Acquisition of plant and equipment (682,203) (413,272)
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Net cash used in investing activities (682,203) (413,272)
---------------------------------------
Cash flows from financing activities
Repayment of bank overdraft (22,429) -
Dividends paid - (759,172)
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Net cash used in financing activities (22,429) (759,172)
Net decrease in cash and cash equivalents (124,134) (15,109)
Cash and cash equivalents at beginning of period 261,057 77,441
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Cash and cash equivalents at end of period $ 136,923 $ 62,332
=======================================
</TABLE>
See accompanying notes to consolidated financial statements.
7
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Score One, Inc.
Notes to Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial data as of November 30, 2000 and for the six months
ended November 30, 2000 and 1999, have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements should
be read in conjunction with the financial statements and the notes thereto
included in the Company's audited annual financial statements for the year ended
May 31, 2000.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
reported amounts of assets, liabilities, revenues and expenses and the
disclosure of contingent assets and liabilities. Actual results could differ
from these estimates.
In the opinion of Management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows as of November 30, 2000 and for the six
months ended November 30, 2000 and 1999, have been made. The results of
operations for the six months ended November 30, 2000 and 1999 are not
necessarily indicative of the operating results for the full year.
NOTE 2 - COMMITMENTS AND CONTINGENCIES
Lease Commitments
As of November 30, 2000 the Company had commitments under a non-cancellable
operating lease expiring in excess of one year amounting to $180,647. Rental
payments for each of the succeeding periods are:
December 1, 2000 to November 30, 2001 $ 38,710
December 1, 2001 to November 30, 2002 38,710
December 1, 2002 to November 30, 2003 38,710
December 1, 2003 to November 30, 2004 38,710
December 1, 2004 to July 31, 2005 25,807
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$180,647
========
8
<PAGE>
Score One, Inc.
Notes to Consolidated Financial Statements
(Expressed in US Dollars)
NOTE 3 - RELATED PARTY TRANSACTIONS
During the period, the Company paid rent of $16,397 to Grand Link International
Limited of which Mr Ho Wing Cheong, director and stockholder of the Company, is
a stockholder and director.
Sales to a stockholder, Yue Fung Development Limited ("YFD"), during the period
were $713,480 which represents 7% of total sales for the period.
As of November 30, 2000, balances with directors and stockholders consisted of
the following:
November 30, 2000
-----------------
Amount due from directors and stockholders:
Ho Wing Hung 77,419
Ho Wing Cheong 1,551,469
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$ 1,628,888
===============
The amounts due from directors and stockholders are unsecured, interest-free and
have no fixed terms of repayment.
9
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[TO COME]
(Expressed in US Dollars)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion should be read in conjunction with, and is
qualified in its entirety by reference to the consolidated financial statements
and notes thereto, included as part of this quarterly report.
NATURE OF THE COMPANY'S PRESENT OPERATIONS
The success of the Company's proposed plan of operation will depend to a
great extent on the operations, financial condition, and management of its
subsidiary Advanced Technology International Holdings Limited ("ATIH"). 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 ATIH.
RESULTS OF OPERATIONS
The following table shows the selected consolidated income statement data
of the Company and its subsidiaries for the three-month period and six-month
period ended November 30, 1999 and November 30, 2000. The data should be read in
conjunction with, and is qualified in its entirety by reference to, the
consolidated financial statements and the notes thereto included as part of this
quarterly report:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Three-month period ended Six-month period ended
November 30 November 30
(US dollars in thousands) 1999 2000 1999 2000
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<S> <C> <C> <C> <C>
Revenue 5,486 5,293 11,176 10,440
Cost of Sales (4,236) (3,219) (8,416) (6,698)
------ ------ ------ ------
Gross Profit 1,250 2,074 2,760 3,742
Gross Profit Margin 22.8% 39.2% 24.7% 35.8%
Other Income 0 1 11 2
Interest Income -- -- -- --
Selling Expenses (6) (8) (16) (24)
General and Administrative Expenses (150) (184) (272) (352)
------ ------ ------ ------
Income before Income Taxes 1,094 1,883 2,483 3,368
Income Taxes (108) (150) (220) (253)
------ ------ ------ ------
Net Income 986 1,733 2,263 3,115
Earning per shares (US$) 0.06 0.09 0.14 0.16
--------------------------------------------------------------------------------------------------
</TABLE>
10
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REVENUE AND GROSS PROFIT MARGIN
Total revenue for the three-month period ended November 30, 2000 decreased
by US$193,000 or 3% to US$5.3 million, compared to US$5.5 million for the
corresponding period in 1999. During the three-month period ended November 30,
2000, the Company has continued to shift its focus on high margin flexible PCBs,
which are expected to be the main stream of the PCB industry for
telecommunication products. The Company also provides value-added services to
its clients, the circuit-on-board service, to improve its gross profit margin in
this highly competitive industry. Due to this adjustment, the total revenue for
the three-month period ended November 30, 2000 decreased slightly, as compared
to the same corresponding period in 1999 when the Company concentrated mainly on
the traditional phenol based single and double-sided PCBs.
Total revenue for the six-month period ended November 30, 2000 decrease by
US$736,000 or 6% to US$10.4 million, compared to US$11.1 million for the
corresponding period in 1999. The decrease was primarily the results of shifting
its focus on high margin products and on providing value-added services, rather
than concentrating on large quantity but comparatively low margin traditional
PCB products.
The increase in average gross profit margin from 22.8% for the three-month
period ended November 30, 1999 to 39.2% in year 2000 and from 24.7% for the six-
month period ended November 30, 1999 to 35.8% in year 2000 were the result of
the entrance into higher profit margin PCBs market and providing additional
value-added services to the clients during last two quarters. Lower production
cost as a result of bulk purchases of raw material at comparatively cheaper
prices was also contributed to the increase in gross profit margin.
OTHER INCOME
Other income during the three-month period ended November 30, 2000 was
US$1,000, compared to none for the same corresponding period in 1999. During the
six-month period ended November 30, 2000, other income was US$2,000, compared to
US$11,000 for the corresponding period in 1999. The majority of other income
generated was a result of the resell of scraps from the production of
traditional type PCBs. During the past two quarters ended November 30, 2000,
fewer scraps were produced from the production of traditional type of PCBs.
SELLING EXPENSES
Selling expenses increased by approximately US$2,000 or 33% to US$8,000 for
the three-month period ended November 30, 2000 and increased by approximately
US$8,000 or 50% to US$24,000 for the six-month period ended November 30, 2000.
The increase in advertising expenses for the promotion of the Company's products
and corporate image contributed to the majority of the increase in selling
expenses for the past two quarters.
11
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GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increase by approximately US$34,000 or
23% to US$184,000 for the three-month period ended November 30, 2000 from
US$150,000 as compared to the same period in 1999. The following events occurred
during the three-month period ended November 30, 2000 contributed to the
majority of the overall increase in general and administrative expenses:
(a) Legal and professional fees - Legal and professional fees
increased by approximately US$27,000 for the three-month period
ended November 30, 2000 over the corresponding period in 1999.
This was the result of retaining US legal counsel to assist with
the SEC compliance requirements.
(b) Auditors' remuneration - This remuneration increased by
approximately US$5,000 for the three-month period ended November
30, 2000 as compared to the corresponding period in 1999. This
was the result of additional fees spent on independent auditor's
work for the review of quarterly reports during the period.
General and administrative expenses increase by approximately US$80,000 or
29% to US$184,000 for the six-month period ended November 30, 2000 from
US$272,000 as compared to the same period in 1999. The following events occurred
during the six-month period ended November 30, 2000 contributed to the majority
of the overall increase in general and administrative expenses:
(a) Legal and professional fees - Legal and professional fees
increased by approximately US$53,000 for the six-month period
ended November 30, 2000 over the corresponding period in 1999.
This was the result of retaining US legal counsel to assist with
the SEC compliance requirements.
(b) Bad Debts - Bad debts increased by approximately US$17,000 for
the six-month period ended November 30, 2000 as compared to the
same six-month period in 1999. This bad debt was the result of
the identification of uncollectible trade debt during the period.
(c) Auditors' remuneration - This remuneration increased by
approximately US$5,000 for the six-month period ended November
30, 2000 as compared to the corresponding period in 1999. This
was the result of additional fees spent on independent auditor's
work for the review of quarterly reports during the period.
FINANCIAL EXPENSES
The Company had a very minimal amount of interest income for the three-
month period and six-month period ended November 30, 2000. The Company
maintained no outside debt and did not have any interest expense on long-term
debt facilities.
12
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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 profit
taxed. Therefore, the effective tax rate of the Company is approximately 8% p.a.
Such tax concession is granted based n an annual application by the Company.
NET INCOME AND EARNING PER SHARES
For the three-month period ended November 30, 2000, net income increased by
US$747,000 or 75% to US$1.7 million, compared to US$986,000 for the
corresponding period in 1999. For the six-month period ended November 30, 2000,
net income increased by US$852,000 or 38% to US$3.1 million, compared to US$2.2
million for the same period in 1999. The increase was the result of increase in
demand for higher margin PCBs of the consumer electronics and telecommunication
products, lower production costs and addition of value-added services.
Earning per shares for the three-month period ended November 30, 2000
increased approximately by US$0.03 or 50% to US$0.09, as compared to US$0.06 for
the corresponding period in 1999. For the six-month period ended November 30,
2000, earning per shares increased approximately by US$0.02 or 14% to US$0.16
over the same period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were US$137,000 as of November 30, 2000. This
represents an increase of US$75,000 over the corresponding period in 1999. The
increase was primarily due to cash provided by operating activities, which was
partially offset by capital spending for purchase of equipment and repayment of
short-term overdraft banking facilities.
Management believes that the level of financial resources is a significant
competitive factor in the PCB industry and accordingly may choose at any time to
raise additional capital through debt or equity financing to strengthen its
financial position, facilitate growth and provide the Company with additional
flexibility to take advantage of business opportunities.
13
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PART II
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None.
(b) Reports on Form 8-K:
None.
14
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
SCORE ONE, INC.
Date: January 10, 2001 By: /s/ Wing Cheong Ho
-------------------
Wing Cheong Ho
President
15
