Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
(Amendment
No.)
Check
the
appropriate box:
x
Preliminary information
statement
o
Confidential, for use
of the Commission only (as permitted by Rule
14c-6(d)(2))
o
Definitive information
statement
SCORE
ONE, INC.
(Name
of
Registrant as specified in Its Charter)
Payment
of filing fee (check the appropriate box):
x
No fee
required
o
Fee computed on table
below per Exchange Act Rules 14c-5(g) and 0-11
(1)
Title
of each class of securities to which transaction
applies:
(2)
Aggregate
number of securities to which transaction
applies:
(3)
Per
unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
(4)
Proposed
maximum aggregate value of transaction:
(5)
Total
fee paid:
o
Fee paid previously
with preliminary materials.
o
Check box if any part of the fee is
offset as provided by Exchange Act Rule
0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously.
Identify the previous filing by registration statement number or the
form
or
schedule and the date of its filing.
(1)
Amount
previously paid:
(2)
Form,
schedule or registration statement
no.:
(3)
Filing
party:
(4)
Date
filed:
SCORE
ONE, INC.
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
HELD
BY MAJORITY WRITTEN CONSENT
TO
ALL
STOCKHOLDERS OF SCORE ONE, INC.:
NOTICE
IS
HEREBY GIVEN to you as a stockholder of record of Score One, Inc., a Nevada
corporation (the “Company”), that a Majority Written Consent in Lieu of an
Annual Meeting of Stockholders (the “Written Consent”) has been executed to be
effective approximately 20 days from the date of mailing this Information
Statement to you. The Written Consent authorizes the following corporate
actions:
1. The
election of three Directors for a term of one year or until their successors
are
duly elected and qualified;
3. The
ratification of the appointment of Jeffrey Tsang & Co., Certified Public
Accountants, as the Company’s independent public accountants.
Because
execution of the Written Consent was assured, the Company’s Board of Directors
believes it would not be in the best interest of the Company and its
stockholders to incur the costs of holding an annual meeting or of soliciting
proxies or consents from additional stockholders in connection with these
actions. Based on the foregoing, the Board of Directors of the Company has
determined not to call an Annual Meeting of Stockholders, and none will be
held
this year.
The
entire cost of furnishing this Information Statement will be borne by the
Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to
the
beneficial owners of Common Stock held of record by them. The Board of Directors
has fixed the close of business on May 31, 2006 as the record date (the “Record
Date”) for the determination of stockholders who are entitled to receive this
Information Statement. This Information Statement is being mailed on or about
June 30, 2006 to all stockholders of record as of the Record Date. Under Nevada
law, stockholders are not entitled to dissenter’s rights of appraisal with
respect to any of the matters being authorized herein.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
PRINCIPAL
STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
Security
Ownership of Certain Beneficial Owners and Management
As
used
in the table below, the term “beneficial ownership”
means
the sole or shared power to vote or direct the voting, or to dispose or direct
the disposition, of any security. A person is deemed as of any date to have
beneficial ownership of any security that such person has a right to acquire
within 60 days after such date. Except as otherwise indicated, the stockholders
listed below have sole voting and investment powers with respect to the shares
indicated. This table is calculated based upon 31,162,902
shares of Common Stock issued and outstanding. However, as of the record date
there were 59,162,902
shares of Common Stock outstanding, 9,162,902 of which are not authorized by
the
Company’s Articles of Incorporation.
The
following table sets forth certain information with respect to the beneficial
ownership of the Company’s Common Stock by:
·
each
person known to beneficially own more than 5% of the Common
Stock;
·
each
officer and director of the Company (including proposed directors);
and
·
all
directors and executive officers as a group.
Name
and Address of
Beneficial
Owner
Shares
of Common Stock
Beneficially
Owned
Percentage
of Class
Beneficially
Owned (1)
Team
Allied Profits Limited
Suites
2203-06, Level 22,
Office
Tower, Langham Place,
8
Argyle Street, Mongkok,
Kowloon,
Hong Kong
30,000,000
96.3%
Hoi-Ho
Kiu, CEO, Director
Room
03, 17/F.,
Fee
Tat Commercial Centre,
613
Nathan Road, Mongkok,
Kowloon,
Hong Kong
0
0%
Lai
Ming Lau, CFO, Secretary,
Director
Suites
2203-06, Level 22,
Office
Tower, Langham Place,
8
Argyle Street, Mongkok,
Kowloon,
Hong Kong
0
0%
All
current Officers and Directors
as
a group (two persons)
0
0%
______________________________
(1)
Calculated based upon 31,162,902
shares of Common
Stock issued and outstanding.
ELECTION
OF DIRECTORS
Two
directors were elected for the ensuing year or until their successors are duly
elected and qualified.
Name
Age
Position
Term(s) of
Office
Hoi-ho
Kiu
44
Director
and CEO
November
2005 to present
Lai
Ming Lau
43
Director,
Secretary and CFO
November
2005 to present
The
consent of a majority of the voting shares of the Company was given for the
election of the directors listed above.
DIRECTORS
AND EXECUTIVE OFFICERS
Hoi-Ho
Kiu,
Director and Chief Executive Officer, has also been the Chief Executive Officer
of Golden Health Holdings, Inc. since October 2005. She has over 20 years of
experience in doing businesses in China. Prior
to
joining Golden Health Holdings, Inc., she was an assistant general manager
of
Beijing Hua Xin Group, a Chinese state-owned real estate conglomerate from
March
1995 to September 2005.
Lai
Ming Lau,
Director, Chief Financial Officer and Secretary, has been the Director and
founder of Richley (China) Limited, now known as RC Capital Limited since July
1992. Ms. Lau holds a Hons. Diploma in Law and Business Hong Kong Shue Yan
College and has over 15 years of experience of working with trading businesses
in Asia, in countries such as China, Indonesia and Taiwan.
MEETINGS
OF THE BOARD OF DIRECTORS AND INFORMATION REGARDING COMMITTEES
There
currently are no committees of the Board of Directors.
The
Board
of Directors of the Company held no meetings during the last fiscal year,
although several actions were discussed and decided upon by unanimous written
consent. No director resigned or declined to stand for re-election due to a
disagreement with the Company.
Each
director holds office (subject to the Company’s By-Laws) until the next annual
meeting of shareholders and until such director's successor has been elected
and
qualified. All of the Company’s executive officers are serving until the next
annual meeting of directors and until their successors have been duly elected
and qualified. There are no family relationships among any of the Company’s
current directors and executive officers.
The
Company does not have an audit, nominating or compensation committee. The Board
of Directors of the Company plans to expand the number of members on the board
and create an independent Compensation Committee, Audit Committee and a
Nominating Committee. Until such time as a Nominating Committee is established,
the Company’s current directors shall be the sole participants in the
consideration of director nominees.
COMPENSATION
OF DIRECTORS
The
Company’s directors will be reimbursed for any out-of-pocket expenses incurred
by them for attendance at meetings of the Board of Directors or committees
thereof.
EXECUTIVE
COMPENSATION
GENERAL
COMPENSATION DISCUSSION
All
decisions regarding compensation for the Company’s executive officers and
executive compensation programs are reviewed, discussed, and approved by the
Board of Directors. All compensation decisions are determined following a
detailed review and assessment of external competitive data, the individual’s
contributions to the Company’s success, any significant changes in role or
responsibility, and internal equity of pay relationships.
There
are
no annuity, pension or retirement benefits proposed to be paid to officers,
directors or employees of the Company in the event of retirement at normal
retirement date pursuant to any presently existing plan provided or contributed
to by the Company.
The
Company has not issued any stock options or stock appreciation rights to any
named executive officers (or any other persons). However, the Company may grant
stock options or stock appreciation rights to these named executive officers
or
other executive officers or (other persons) in the discretion of its Board
of
Directors.
The
Company does not have any employment or related agreements.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On
February 7, 2006, the Company purchased a Hong Kong corporation called RC
Capital Limited ("RC Capital") for $1.00 from Lau Ming Lau, the Company’s
secretary, CFO and director. RC Capital was a dormant company with no assets
and
liabilities and was formerly known as Richley (China) Limited. There is no
written agreement for the purchase of RC Capital. RC Capital is currently the
Company's wholly owned operating subsidiary.
On
April9, 2006, the Company entered into a Sale and Purchase Agreement with RC Capital
Limited, a Hong Kong corporation and wholly-owned subsidiary of the Company,
Dalian Fengming International Recreation Town Co., Ltd., and Ms. Hoi-ho Kiu,
CEO
of the Company for the acquisition of Dalian Fengming International Recreation
Town Phase II (“Recreation Town”)in exchange for 28,000,000 shares of Common
Stock of the Company. The transaction is contemplated to be closed on or before
July 31, 2006 and the 28,000,000 shares are to be issued on or before July31,2006. Pursuant to the Agreement, the Company shall issue 18,000,000 shares
and
10,000,000 shares of Common Stock to Ms. Hoi-ho Kiu and Dalian Fengming,
respectively. The total fair market value of such shares is considered to be
$75,000,000.
STOCK
PLANS
The
Company does not have a stock option plan or any other equity compensation
plan.
The
consent of a majority of the voting shares of the Company was given for
approving the amendment of the Company’s Articles of Incorporation to increase
the number of our authorized shares of Common Stock from 50,000,000 shares
to
200,000,000 shares.
AMENDMENT
TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF
COMMON STOCK FROM 50,000,000 TO 200,000,000
The
Company is currently authorized to issue 50,000,000 shares of Common Stock,
par
value $.001. As of May 31, 2006, 59,162,902
shares
were outstanding, 9,162,902 of which are not currently authorized by the
Company’s Articles of Incorporation, and only 31,162,902 were issued and
outstanding.
As
a
result of the Company’s acquisition of Recreation Town, the Company agreed to
issue a total of 28,000,000 shares of Common Stock to Hoi-ho Kiu and Dalian
Fengming, both of which are accredited investors.
The
increase in the number of authorized shares of Common Stock will allow the
Company to satisfy its obligations with regards to this transaction. The Company
is currently obligated to issue a greater number of shares than it is legally
authorized to issue. Currently, with the exception of the 28,000,000 shares
issuable pursuant to the acquisition of Recreation Town, hereinabove described,
there are no plans, arrangements, agreements or understandings in place with
respect to the issuance of the newly authorized Common Stock.
Presently,
the holders of our Common Stock are entitled to one vote for each share held
of
record on all matters submitted to a vote of our shareholders, including the
election of directors. Our common shareholders do not have cumulative voting
rights. Subject to preferences that may be applicable to any outstanding series
of our preferred stock which may be designated in the future, holders of our
Common Stock are entitled to receive ratably such dividends, if any, as may
be
declared by our Board of Directors out of legally available funds. In the event
of the liquidation, dissolution, or winding up of the Company, the holders
of
our Common Stock will be entitled to share ratably in the net assets legally
available for distribution to our shareholders after the payment of all our
debts and other liabilities, subject to the prior rights of any series of our
preferred stock then outstanding.
The
Company will require additional capital to complete its business plan. The
Company will seek to acquire the necessary capital through future financings.
Management of the Company is not aware of any present efforts of any persons
to
accumulate Common Stock or to obtain control of the Company, and the proposed
increase in authorized shares of Common Stock is not intended to be an
anti-takeover device. The amendment is being sought solely to augment liquidity
and enhance corporate flexibility.
The
holders of our Common Stock have no preemptive or conversion rights or other
subscription rights and there are no redemption or sinking fund provisions
applicable to our Common Stock. The amendment would not alter or modify any
preemptive right of holders of our Common Stock to acquire our shares, which
is
denied, or effect any change in our Common Stock, other than the number of
authorized shares.
The
issuance of additional shares to certain persons allied with our management
could have the effect of making it more difficult to remove our current
management by diluting the stock ownership or voting rights of persons seeking
to cause such removal. In addition, an issuance of additional shares by us
could
have an effect on the potential realizable value of a shareholder's
investment.
In
the
absence of a proportionate increase in our earnings and book value, an increase
in the aggregate number of our outstanding shares caused by the issuance of
the
additional shares will dilute the earnings per share and book value per share
of
all outstanding shares of our Common Stock. If such factors were reflected
in
the price per share of Common Stock, the potential realizable value of the
shareholder's investment could be adversely affected.
The
additional Common Stock to be authorized will have rights identical to our
currently outstanding Common Stock. Issuance of the Common Stock will not affect
the rights of the holders of our currently outstanding Common Stock, except
for
effects incidental to increasing the number of outstanding shares of our Common
Stock, such as dilution of the earnings per share and voting rights of current
holders of Common Stock. The amendment will become effective upon filing of
a
Certificate of Amendment of our Articles of Incorporation with the Secretary
of
State of Nevada.
The
increase in the number of our authorized common shares to
200,000,000is
proposed by our management in order to ensure sufficient reserves of our Common
Stock for various capital purposes and to eliminate the need for similar
amendments in the near future, which could be costly and time-consuming.
Potential uses of the newly authorized shares may include equity financings,
acquisition transactions, stock dividends or distributions, without further
action by the shareholders, unless such action were specifically required by
applicable law or rules of any stock exchange or similar system on which our
securities may then be listed.
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
AUDITORS FOR FISCAL 2005
The
majority shareholders ratified the appointment of, Jeffrey Tsang & Co.,
Certified Public Accountants, (“Jeffrey Tsang”) as the Company’s independent
auditor for the fiscal year ending December 31, 2005. The Company did not have
an independent auditor for the fiscal years ending 2004, 2003 and 2002. Jeffrey
Tsang performed the audit for fiscal 2004, 2003 and 2002 concurrently with
its
audit for fiscal 2005.
The
following table presents fees for the professional audit services rendered
by
Jeffrey Tsang for the audit of the Company’s annual financial statements for
fiscal 2005 and 2004.
Audit
fees
$
0
All
other fees
$
0
Total
fees
$
0
DEADLINE
FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2006
The
rules
of the Securities and Exchange Commission permit stockholders of the Company,
after notice to the Company, to present proposals for stockholder action in
the
Company’s proxy statement where such proposals are consistent with applicable
law, pertain to matters appropriate for stockholder action, and are not properly
omitted by Company action in accordance with the proxy rules published by the
Securities and Exchange Commission. The Company’s 2007 annual meeting of
stockholders is expected to be held on or about June 30, 2007 and proxy
materials in connection with that meeting are expected to be mailed on or about
May 31, 2007. Proposals of stockholders of the Company that are intended to
be
presented at the Company’s 2007 annual meeting must be received by the Company
no later than January 31, 2007 in order for them to be included in the proxy
statement and form of proxy relating to that meeting.
COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Section
16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires that
the Company’s officers and directors, and persons who own more than ten percent
of a registered class of the Company’s equity securities, file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than 10% stockholders are required by regulation
to furnish to the Company copies of all Section 16(a) forms they
file.
Based
solely on our review of certain reports filed with the Securities and Exchange
Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934
(the
"1934 Act"), as amended for the Company's fiscal year ending December 31, 2005,
Wing Hung Ho and Hong Zhong Hu failed to file Form 4 Statements of Changes
in
Beneficial Ownership with regards to the end of their tenures in September
2005.
Ting Heung Lam failed to file a Form 3 Statement of Beneficial
Ownership
with regards to the beginning of her tenure in September 2005. Hoi-ho Kiu and
Lai Ming Lau failed to timely file Form 3 Statement of Changes in Beneficial
Ownership with regards to the beginning of their tenures in November
2005.
ANNUAL
REPORT
A
copy of
the Company’s Annual Report on Form 10-KSB for the fiscal year ended December31, 2005, which has been filed with the SEC pursuant to the Exchange Act, has
been mailed to you along with the Information Statement on Schedule 14f-1 on
April 27, 2006 and is hereby incorporated by reference into this Information
Statement, including the financial statements that are part of our Annual
Report. The Company’s Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2005, Quarterly Report on Form 10-QSB for the period ended March31, 2006, Quarterly Report on Form 10-QSB for the period ended June 30, 2005
and
Quarterly Report on Form 10-QSB for the period ended September 30, 2005 are
each
incorporated by reference into this Information Statement. Additional copies
of
this Information Statement and/or the Annual Report, as well as copies of the
Quarterly Reports may be obtained without charge upon written request to Hoi-ho
Kiu, Suites 2203-06, Level 22, Office Tower, Langham Place, 8 Argyle Street,
Mongkok, Kowloon, Hong Kong oron
the
Internet at www.sec.gov from the SEC’s EDGAR database.
