8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 25, 2003 ---------------- Score One, Inc. ----------------------------------------------------- (Exact name of registrant as specified in its chapter) NV 0-26717 880409164 ------------------- ----------------- --------------- (State or Other (Commission File (IRS Employer Jurisdiction of Number) Identification No.) Incorporation) Unit 2, 33/F, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, Hong Kong --------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 011-852-2406-8978 ----------------- ---------------------------------------------------------- (Former name or former address, if changed since last report) Item 1. Changes in Control of Registrant. Ho Wing Cheong resigned as Chairman of the Board of Directors of the Company as well as a director of Advanced Technology Holdings, Inc., a wholly-owned subsidiary, and Fu Cheong International Holdings Limited, a 58%-hold subsidiary of Advanced Technology Holdings, Inc. Kwok Shuk Wah also resigned as a director of the Company. Item 2. Acquisition or Disposition of Assets. The November 2002 transaction with Good Step Limited has been rescinded. Pursuant to an exchange agreement dated as of November 1, 2002, the Company had acquired 1,000 ordinary shares of Good Step, constituting all of its issued and outstanding shares, from shareholders of Good Step, in exchange for 57,000 shares of Series B Non-Voting Convertible Preferred Stock after six months, plus cash again after six months. The plans and purposes for which the parties entered into the exchange agreement had not been realized and both parties mutually desired to rescind the transaction, to return the consideration given and received in the transaction and to release the other party from any obligation or liability arising out of the exchange agreement. The rescission transaction closed on March 25, 2003. Also as of March 25, 2003, the Board of Directors determined to dispose of both Advanced Technology Holdings Limited, a wholly-owned subsidiary, and Fu Cheong International Holdings Limited, a 58%-held subsidiary of Advanced Technology, by transferring to I.World Limited, the 82% shareholder of the Company, all of Advanced Technology securities held by the Company in exchange for all of the securities of the Company held by I.World (for cancellation). The exchange transaction closed as of March 25, 2003. See Item 5, below, for disclosure about financial information reflecting the rescission of the Good Step transaction and the disposition of Advanced Technology (and Fu Cheong). The Board of Directors believes that the rescission of the Good Step transaction and the disposition of Advanced Technology (and Fu Cheong) provides the Company with greater flexibility in pursuing new business opportunities to enhance shareholder value. Although the Company has not entered into any agreement or contract or understanding for any acquisition, it is engaged in preliminary, exploratory discussions with several entities. Item 5. Other Events and Required FD Disclosure The Company contemplates that the rescission of the Good Step transaction and the disposition of Advanced Technology (and Fu Cheong) will be reflected in the financial statements included in its annual report on Form 10-KSB for the fiscal year ended December 31, 2002. However, the Company anticipates that its annual report will not be filed until well after March 31, 2003, the due date, because of delays experienced in engaging new auditors and the reluctance of U.S.-based auditors to travel to Hong Kong to complete the audit during the current SARS (Severe Acute Respiratory Syndrome) epidemic. Accordingly, the Company cannot predict with any certainty when new auditors will be engaged or when the audit for fiscal year 2002 will be completed. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a), (b) See Item 5, above, for disclosure about financial statements and pro forma financial information about the rescission of the Good Step transaction and the disposition of Advanced Technology (and Fu Cheong). (c) Exhibits Exhibit 10.1 Rescission Agreement between Score One, Inc. and Good Step Limited SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SCORE ONE, INC. Date: April 11, 2003 By ___________________________ Ho Wing Hung, Director

Exhibit No. Description ----------- ----------- 10.1 Exchange Agreement 10.2 Certificate of Designation of the Series B Convertible Preferred Stock

Pages Report of Independent Auditors F-1 Balance Sheets F-2 Statements of Operations F-3 Statements of Stockholders' Equity F-4 Statements of Cash Flows F-5 Notes to financial statements F-6-9

September 30, September 30, Notes 2002 2001 ASSETS Current assets Cash and cash equivalents $ 152,043 $ 23,384 Accounts receivable 3 1,164,102 993,697 ---------- ---------- Total current assets 1,316,145 1,017,081 Plant and equipment, net 4 30,550 39,950 ---------- ---------- Total assets $1,346,695 $1,057,031 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities $ 850,308 $ 839,431 ---------- ---------- Total liabilities 850,308 839,431 Stockholders' equity Ordinary shares, par value $1 per share; 50,000 shares authorized; 1,000 shares issued and outstanding 1,000 1,000 Retained earnings 495,387 216,600 ---------- ---------- Total stockholders' equity 496,387 217,600 ---------- ---------- Total liabilities and stockholders' equity $1,346,695 $1,057,031 ========== ==========

Twelve From months ended inception to September 30, September 30, Notes 2002 2001 Net Sales 2 $10,982,592 $ 8,139,178 Cost of sales (8,703,482) (6,522,367) ----------- ----------- Gross Profit 2,279,110 1,616,811 Selling expenses (71) (32) General and administrative expenses (251) (178) ----------- ----------- Operating income 2,278,788 1,616,601 Financial expenses (1) (1) ----------- ----------- Income before income taxes 2,278,787 1,616,600 Provision for income taxes 5 -- -- ----------- ----------- Net income $ 2,278,787 $ 1,616,600 ----------- ----------- ----------- -----------

---------------------------------------------------------------------------------------------------- Common Stock ------------------ Total Number of Retained Stockholders' Shares Amount Earnings Equity --------- ------ ----------- ------------- Balance, January 17, 2001 1,000 $1,000 $ -- $ 1,000 Net income -- -- 1,616,600 1,616,600 Dividends declared -- -- (1,400,000) (1,400,000) ----- ------ ----------- ----------- Balance, September 30, 2001 1,000 1,000 216,600 217,600 Net income -- -- 2,278,787 2,278,784 Dividends declared -- -- (2,000,000) (2,000,000) ----- ------ ----------- ----------- Balance, September 30, 2002 1,000 $1,000 $ 495,387 $ 496,387 ----- ------ ----------- ----------- ----- ------ ----------- ----------- ----------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------ Twelve From months ended inception to September 30, September 30, 2002 2001 Cash flows from operating activities Net income 2,778,787 1,616,600 Adjustments to reconcile net income to net cash provided by operating activities Depreciation of plant and equipment 9,400 7,050 Changes in: Accounts receivable (170,405) (993,697) Accounts payable and accrued liabilities 10,877 839,431 ---------- ---------- Net cash provided by operating activities 2,128,659 1,469,384 ---------- ---------- Cash flows from return on investments and servicing of finance Dividend paid (2,000,000) (1,400,000) ---------- ---------- Cash flows used in investing activities Acquisition of plant and equipment - (47,000) ---------- ---------- Cash flows from financing activities Issuance of common stock - 1,000 ---------- ---------- Net increase in cash and cash equivalents 128,659 23,384 Cash and cash equivalents at beginning of period 23,384 - ---------- ---------- Cash and cash equivalents at end of period 152,043 23,384 ========== ========== Supplemental disclosure of cash flow information Interest paid during the period 1 1 ========== ========== ------------------------------------------------------------------------------------------------------

September 30, September 30, 2002 2001 Accounts receivable $1,164,102 $993,697 Less: Allowance for doubtful accounts - - ---------- -------- $1,164,102 $993,697 ========== ========

September 30, September 30, 2002 2001 Furniture, fixtures and equipments $47,000 $47,000 Less: Accumulated depreciation 16,450 7,050 -------- ------- $30,550 $39,950 ======== =======

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