Score One, Inc.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
JUNE
19,
2007
Date
of
Report
Score
One, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-26717
|
88-0409164
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
Level
25,
Bank
of China Tower, 1 Garden Road, Central, Hong Kong
(Address
of principal executive offices)
+852
3105 5063
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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))
Section
1. Registrant’s
Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement
On
June
13, 2007, Score One, Inc., a Nevada corporation (the “Registrant”) entered into
a second Sale and Purchase Agreement (the “Agreement”) with RC Capital Limited,
a Hong Kong corporation and wholly-owned subsidiary of the Registrant (“RC
Capital”), Dalian Fengming International Recreation Town Co., Ltd. (“Dalian
Fengming”) and Ms. Hoi-ho Kiu, CEO of the Registrant, which sets forth the terms
and conditions of the acquisition of Dalian Fengming International Recreation
Town Phase II (“Recreation Town”) in exchange for 28,000,000 shares of common
stock of the Registrant. The transaction is contemplated to be closed on or
before July 31, 2008. The Registrant entered into the Agreement to extend the
closing date from July 31, 2006 to July 31, 2008.
On
April
9, 2006, the Registrant entered into a Sale and Purchase Agreement with RC
Capital, Dalian Fengming, and Ms. Hoi-ho Kiu for Recreation Town in exchange
for
28,000,000 shares of common stock of the Registrant. The transaction never
closed on the July 31, 2006 closing date.
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.
Dated:
June 19, 2007
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SCORE
ONE,
INC. |
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By: |
/s/ Hoi-ho
Kiu |
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Name:
Hoi-ho Kiu
Title: Director and
CEO
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