FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported):
Score One, Inc.
Nevada | 000-26717 | 88-0409164 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of incorporation) | Identification No.) | |
Services-Management | ||
Consulting Services | ||
0001090062 | 8742 | |
(Central Index Key) | (Standard Industrial Classification) |
Level 25, Bank of China Tower, 1 Garden Road, Central, Hong
Kong SAR
+852 3105
5063
(Registrant's
telephone number, including area code)
Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) £ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) £ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) £ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement On this Form 8-K current report, the registrant, Score One,
Inc., is hereinafter referred as "we", or "Company", or "SREA". On November 12, 2007, one of our major shareholders, Team
Allied Profits, Ltd. ("Selling Shareholder" or "Seller") entered a share
purchase agreement ("Agreement") with Zhenping Wang, Bin Yang, Hoi-ho Kiu and
Xiaogang Tang ("Purchasers"). Under the terms of this Agreement, Team Allied
Profits, Ltd. transfers 30,000,000 shares of SREA's common stocks ("SREA
shares") it owned to Zhenping Wang, Bin Yang, Hoi-ho Kiu and Xiaogang Tang at
the price of US $ 0.012 per share. As the result of this share transfer transaction, the
Purchaser Zhenping Wang acquires in total 10,500,000 shares of SREA's common
stocks, Bin Yang acquires in total 13,000,000 shares of SREA's common stocks,
Hoi-ho Kiu acquires 6,000,000 shares of SREA's common stocks, and Xiaogang Tang
acquires in total 500,000 shares of SREA's common stocks. The Seller, Team
Applied Profits, Ltd., owns 0 share of SREA's common stocks after the
consummation of this transaction. Since the Seller of the aforementioned SREA shares in this
transaction is the Company's shareholder and the transaction doesn't involve any
issuance of new stock, the Company does not receive any proceed or consideration
for the SREA shares exchanged. None of the Purchasers is a U.S Person, as such term is
defined in Rule 902(k) of Regulation S, or located within the United States.
This transaction is between non-U.S. Persons and takes place outside of the
United States. Therefore, this transaction is exempt from registration under the
Securities Act of 1933 in reliance upon the exemption from registration pursuant
to Regulation S of the rules and regulations promulgated by the Securities and
Exchange Commission under the Securities Act of 1933. The SREA shares acquired by the Purchasers pursuant to this
Agreement are "restricted shares" which have not been registered with SEC and
the resale of which must be made in accordance with Regulation S, Rule 144,
registration requirements of the Securities Act of 1933 or an available
exemption. Item 3.02 Unregistered Sales of Equity Securities As described above in Item 1.01, pursuant to the Share
Purchase Agreement, the Purchaser Zhenping Wang acquires in total 10,500,000
shares of SREA's common stocks, Bin Yang acquired in total 13,000,000 shares of
SREA's common stocks, Hoi-ho Kiu acquired 6,000,000 shares of SREA's common
stocks, and Xiaogang Tang acquires in total 500,000 shares of SREA's common
stocks. The Seller, Team Applied Profits, Ltd., owns 0 share of SREA's common
stocks after the consummation of this transaction. Since the Seller of the aforementioned SREA shares in this
transaction is the Company's shareholder and the transaction doesn't involve any
issuance of new stock, the Company does not receive any proceed or consideration
for the SREA shares exchanged. None of the Purchasers is a U.S Person, as such term is
defined in Rule 902(k) of Regulation S, or located within the United States.
This transaction is between non-U.S. Persons and takes place outside of the
United States. Therefore, this transaction is exempt from registration under the
Securities Act of 1933 in reliance upon the exemption from registration pursuant
to Regulation S of the rules and regulations promulgated by the Securities and
Exchange Commission under the Securities Act of 1933. The SREA shares acquired by the Purchasers pursuant to this
Agreement are "restricted shares" which have not been registered with SEC and
the resale of which must be made in accordance with Regulation S, Rule 144, the
registration requirements of the Securities Act of 1933 or an available
exemption.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
|
Description
|
|
10.1 | Share Purchase Agreement |
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: November 12, 2007 |
/s/Hoi-ho Kiu
|
Hoi-ho Kiu | |
Chief Executive Officer |
EXHIBIT INDEX | ||
Exhibit No.
|
Description
|
|
10.1 | Share Purchase Agreement |