**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**





**(Mark
      One)**


[X]
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934
              for
                the fiscal year ended December 31,
                2006.





[  
                ]
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934
              For
                the transition period from ____ to ____
                .


________________________________________________________________________________


Commission
      File Number:  **000-26717**





**Score
      One, Inc.**


(Name
      of
      small business issuer in its charter)




**Nevada**
              **88-0409164**(State
                  or other jurisdiction of incorporation)
              (I.R.S.
                  EmployerIdentification
                  No.)





**Suites
      2203-06, Level 22, Office Tower, Langham Place, 8 Argyle Street, Mongkok,
      Kowloon, Hong Kong**


(Address
      of principal executive offices)





Registrant's
      Telephone Number: 011 852 3105 5063





**Securities
      registered under Section 12(b) of the Exchange Act:**





None.





**Securities
      registered under Section 12(g) of the Exchange Act:**





Common
      stock, par value $0.001 per share


(Title
      of each class)





Check  whether
      the issuer (1) filed all reports required to be filed by Section 13 or 15(d)
      of
      the Exchange Act of 1934 during the preceding 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
      [   ] No [X]





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is contained in this form  and no disclosure will be
      contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. [  ]





Registrant’s
      revenue for its most recent fiscal year:  $0





As
      of
      March 19, 2007 the aggregate market value of the voting and non-voting common
      equity held by non-affiliates computed by reference to the closing price of
      such
      common equity at $0.15 was $1,074,435.





The
      number of shares of common stock, par value $.001 per share, of the registrant
      as of March 19, 2007 was 37,162,902 shares.





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
      [  ]  No [ X ]





Transitional
      small business disclosure format (check one) Yes [  ]  No [
      X ]














DOCUMENTS
      TO BE INCORPORATED BY REFERENCE





The
      following documents are incorporated by reference herein: (i) Score One, Inc.’s
      Registration Statement No. 000-26717 on Form 10-SB as filed July 15, 1999,
      (ii)
      Score One, Inc.’s Report on Form 8-K as filed March 15, 2000, (iii) Score One’s
      Report on Form 10KSB as filed April 16, 2002, (iv) Score One, Inc.’s Report on
      Form 10QSB as filed August 15, 2002, (v) Score One, Inc.’s Report on Form 8-K as
      filed November 15, 2002, (vi) Score One, Inc.’s Report on Form 8-K as filed
      March 31, 2006, (vii) Score One, Inc.’s Report of Form 8K filed April 11, 2006,
      (viii) Score One, Inc.’s Definitive Schedule 14A as filed August 6, 2002 and
      (ix) the Company’s Report on Form 10KSB as filed April 17, 2006.








FORWARD
      LOOKING STATEMENTS





This
      Annual Report on Form 10-KSB and the documents incorporated herein contain
      “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995. Such forward-looking statements involve known
      and
      unknown risks, uncertainties and other factors which may cause the actual
      results, performance or achievements of the Company, or industry results, to
      be
      materially different from any future results, performance or achievements
      expressed or implied by such forward-looking statements. When used in this
      Annual Report, statements that are not statements of current or historical
      fact
      may be deemed to be forward-looking statements.  Without limiting the
      foregoing, the words “plan,” “intend,” “may,” “expect,” “believe,” “could,”
“anticipate,” “estimate,” or “continue” or similar expressions or other
      variations or comparable terminology are intended to identify such
      forward-looking statements. Readers are cautioned not to place undue reliance
      on
      these forward-looking statements, which speak only as of the date
      hereof.  Except as required by law, the Company undertakes no
      obligation to update any forward-looking statements, whether as a result of
      new
      information, future events or otherwise.





Any
      reference to the “Company” or the” Registrant”,” we”, “our” or” us” means Score
      One, Inc. and its subsidiaries.






2


**Table
      of Contents**





Form
      10-KSB Index






PART  IItem
                  1.
              Description
                  of Business
              4Item
                  2.
              Description
                  of Property
              6Item
                  3.
              Legal
                  Proceedings
              6Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              6PART  IIItem
                  5.
              Market
                  for Common Equity and Related Stockholder Matters
              7Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operation
              9Item
                  7.
              Financial
                  Statements
              12Item
                  8.
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              12Item
                  8A.
              Controls
                  and Procedures
              12Item
                  8B.
              Other
                  Information
              12PART  IIIItem
                  9.
              Directors
                  and Executive Officers of the Registrant
              13Item
                  10.
              Executive
                  Compensation
              14Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              14Item
                  12.
              Certain
                  Relationships and Related Transactions
              15Item
                  13.
              Exhibits
              16Item
                  14.
              Principal
                  Accountant Fees and Services
              17Signatures
              18Financial
                  Statements
              F-1























3


**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**





**General**





The
      Company was incorporated in the State of Nevada on June 7, 1996.





The
      Company was formerly in the printed circuit board manufacture business but
      has
      not had any business operations since March 25, 2003.





On
      February 7, 2006, the Company purchased a Hong Kong corporation called RC
      Capital Limited (“RC Capital”) for $1.00 as a wholly-owned
      subsidiary.  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
      October 21, 2005, the Company entered into a Business Restructuring Agreement
      (the “Agreement”) with Team Allied Profits Limited, a British Virgin Islands
      corporation (the “Consultant”).  The Consultant was engaged by the
      Company to provide business restructuring services in order to solicit suitable
      businesses in Hong Kong or China with net asset values not less than $4,000,000
      for acquisitions by the Company in order to restructure its business
      operations.  This was considered as a service transaction. At the time
      of closing of this transaction, Ms. Ting Heung Lam, our then sole director
      duly
      authorized Team Allied’s service to be valued at $300,000. We issued 30,000,000
      shares of common stock at the then fair market value of the Company’s common
      stock of $0.01 as publicly quoted in the pinksheet market to Team Allied for
      services. The transaction resulted in the Consultant being the controlling
      shareholder of the Company. We considered it inappropriate to amortize this
      service consideration of $300,000 over any future period of time. We believed
      that it was more appropriate to accrue the whole sum of $300,000 as an expense
      and charged it in the statement of operations for the year ended December 31,
      2005 and disclosed in our 2005 Form 10-KSB. The 30,000,000 restricted shares
      of
      common stock was duly issued to Team Allied on April 2, 2006.  The
      shares are vested and nonforfeitable as of the date of issuance.





On
      April
      9, 2006, the Company entered into a Sale and Purchase Agreement (the “Sale and
      Purchase Agreement”) with RC Capital, Dalian Fengming International Recreation
      Town Co., Ltd. (“Dalian Fengming”) and Ms. Hoi-ho Kiu, CEO of the Company, 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 in the Company.  The transaction is
      contemplated to be closed on or before July 31, 2006.





Recreation
      Town is a piece of undeveloped land of 1,000,000 square meters located in a
      peninsula in Dalian, China.  Recreation Town was part of a large
      resort project originally planned to be developed by Dalian Fengming in 1992
      which was never started due to lack of financing for
      development.  According to Dalian Fengming, the current intrinsic
      development value of Recreation Town is approximately RMB 600 million
      (approximately $75,000,000).





4


There
      were never any operations conducted with Recreation Town.  The Company
      plans to commence the development of Recreation Town in the near
      future.  Accordingly, it is actively seeking equity and/or debt
      financing in an amount up to $25,000,000, in order to finance the anticipated
      development costs.





Pursuant
      to the Sale and Purchase Agreement, the Registrant 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 $28,000,000.





As
      of the
      date of this Report, the Consultant is performing due diligence reviews on
      several real estate projects in China which may be suitable acquisition
      candidates for the Company.





The
      Company is also actively seeking acquisition opportunities to acquire profitable
      businesses or operations which may include plant and significant
      equipment.  As such, it is expected by the management that the Company
      may need to raise additional funds in addition to the $25,000,000 as referred
      above in the next twelve months for such acquisition
      purposes.  Management does not expect that the Company will incur
      significant research and development costs.





On
      April
      20, 2006, RC Capital purchased 3,000,000 shares of common stock of Automated
      Fabrication Systems Corporation (“AFS”), a British Virgin Islands corporation,
      for $0.01 per share for a total of $30,000 in cash and AFS became our 75%
      indirectly owned subsidiary. On April 20, 2006, AFS was a holding company with
      no operations. On April 22, 2006, AFS paid $38,000 cash, principally from
      proceeds of its share sale, to the stockholders of Sino Asia Solution Limited,
      a
      Hong Kong corporation (“SAS”) to acquire 100% of the issued and outstanding
      common stock of SAS. This transaction was closed on April 25, 2006. There was
      no
      written agreement entered between AFS and the then stockholders of SAS, other
      than Instruments of Transfer of 200,000 shares, constituting 100% of the
      outstanding shares of SAS.





On
      October 23, 2006, RC Capital entered into a Share Exchange Agreement with 2Z
      Holdings Limited.  Pursuant to this Share Exchange Agreement, AFS
      acquired 100% issued and outstanding capital of Suniton Group, Inc. for a
      consideration of 2,950,000 shares of common stock of AFS issued in the name
      of
      RC Capital and 1,000,000 new shares of AFS’s common stock.  In
      addition, AFS’s shareholding in SAS would be disposed to RC Capital for
      $1.





On
      November 18, 2006, the Share Exchange Transaction was closed.  Since
      then, SAS became the wholly owned subsidiary of RC Capital.  The
      remaining 50,000 restricted shares of AFS in the name of RC Capital were swapped
      with 49,900 unrestricted shares of AFS held by one of the stockholders of
      AFS.  RC Capital had distributed all these 49,900 shares to all
      stockholders of the Company on a pro-rata basis with a minimum 10 shares per
      stockholder.  The management estimated that the fair market value of
      such 49,900 shares of AFS amounted to $99,800.





**Competition**





The
      Company believes that RC Capital is one of the few companies in Hong Kong and
      Southern China to offer the following services to clients in Hong Kong and
      China:





1.
            introduction
                of United States listing professional parties including legal firms
                and
                accounting firms; and


2.
            financial
                reporting consultancy services for United States
                listings.





5


The
      principal competitors of RC Capital are Yorkshire Capital and Orient Financial
      Services Limited, both of which provide similar services to Hong Kong and China
      customers.





Any
      services that RC Capital markets will have to compete for market acceptance
      and
      market share. An important factor in this competition may be prompt response
      to
      assist clients in compliance of financial reporting requirements. Accordingly,
      the relative devotedness with which RC Capital’s management team will be
      important competitive factors.





**Regulation**





RC
      Capital’s services are not subject to regulations in Hong Kong and
      China.





**Employees**





As
      of
      March 31, 2006, RC Capital did not have any employees.  In the future,
      none of RC Capital’s employees will be represented by labor unions.





RC
      Capital’s primary hiring sources for its future employees include referrals,
      print and Internet advertising and direct recruiting.  All of RC
      Capital’s professional employees will be highly skilled and highly educated and
      subject to rigorous recruiting standards.  RC Capital will attract
      talent from numerous sources, including higher learning institutions, colleges
      and industry**.**Competition for these employees is
      intense. If RC Capital fails to attract highly experienced and qualified
      employees, it could have a material adverse effect on RC Capital’s business,
      prospects, financial condition and results of operations.





**ITEM
      2.  DESCRIPTION OF PROPERTY**





Currently,
      RC Capital has leased a business office of about 450 sq. ft. in Hong Kong at
      Room 704, Wai Fung Plaza, 664 Nathan Road, Mongkok, Kowloon, Hong Kong at a
      monthly rental of approximately $1,250.  In the meantime, the Company
      has remained a virtual office in a business centre at Suites 2203-06, Level
      22,
      Office Tower, Langham Place, 8 Argyle Street, Mongkok, Kowloon, Hong Kong at
      a
      monthly charge of $26.





**ITEM
      3.  LEGAL PROCEEDINGS**





There
      are
      no past, pending or, to our knowledge, threatened litigation or administrative
      actions which in our opinion have had or are expected to have a material adverse
      effect upon our business, prospects financial condition or
      operations.





**ITEM
      4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS**





No
      matters were submitted for a vote of security holders during the fourth quarter
      of the fiscal year ending December 31, 2006.








6


**PART
      II**








**ITEM
      5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





The
      Company’s common stock has been re-listed on the Over-the-Counter Bulletin Board
      effective March 8, 2007 under ticker symbol SREA.OB.  The last trade
      of the Company’s common stock occurred on March 19, 2007 at a price of $0.15 per
      share.  The annual high price of the Company’s common stock was $0.30
      per share and the annual low price was $0.0001.  To the best knowledge
      of the current directors, the high and low bid information for the Company’s
      common stock for each quarter within the last two fiscal years is not
      available.





**Holders**





As
      of
      March 19, 2007, the Company had 31,162,902 shares of common stock held by
      approximately 340 stockholders.





Pacific
      Stock Transfer Company, 500 E. Warm Springs Road, Suite 240, Las Vegas NV 89119
      is the Company’s stock transfer agent.





**Dividend
      Policy**





The
      Company’s future dividend policy will depend upon its earnings, capital
      requirements, financial condition, and other factors considered relevant by
      the
      Board of Directors. The Company presently intends to distribute all common
      stock
      of its clients, earned in the course of its normal business, to its
      stockholders.  There are no material restrictions limiting, or that
      are likely to limit, the Company’s ability to pay dividends on its common
      stock.





**Recent
      Sales of Unregistered Securities**





For
      the
      fiscal year ended December 31, 2006, the Company had not sold any securities
      without registration under the Securities Act of 1933, as amended (the
“Securities Act”), in reliance upon the exemptions from registration under
      Section 4(2) of the Securities Act and Regulation D.





**Securities
      Authorized for Issuance under Equity Compensation Plans**





**2006
      Incentive and Nonstatutory Stock Option Plan**





On  July
      12, 2006, the Board of Directors of the Company adopted the Company's 2006
      Incentive and Nonstatutory Stock Option Plan (the “2006 Plan”) and directed that
      it be presented to the stockholders for their approval and
      adoption.  The majority Stockholders will be asked to consider and
      approve the adoption of the 2006 Plan no later than July 11, 2007.





The
      2006
      Plan provides for the issuance of up to 6,000,000 shares of common stock to
      the
      Company's directors, officers, employees and consultants in the form of stock
      options.  The purpose of the 2006 Plan is to ensure that the Company
      retains the services of valued key directors, officers, employees and
      consultants, and to encourage such people to acquire a greater proprietary
      interest in the Company, thereby strengthening their incentive to achieve the
      objectives of the stockholders of the Company.  The Plan also serves
      as an aid and inducement in the attracting and hiring of new directors,
      officers, employees and consultants as needed.





7


The
      Board
      of Directors of the Company will initially administer the 2006 Plan, except
      that
      the Board may, at its discretion, establish a committee comprised of two or
      more
      members of the Board or two or more other persons to administer the 2006 Plan
      (the "Plan Administrator").





Option
      Grant Program





Incentive
      stock options (those stock options that qualify under Section 422 of the
      Internal Revenue Code of 1986 (“the “Code”)) may be granted to any individual
      who is, at the time of the grant, our employee.  Non-qualified stock
      options (those options that do not qualify under Section 422 of the Code) may
      be
      granted to employees and other people, including our directors and
      officers.





Grants
      under the option grant program may be structured as installment options which
      become exercisable for vested shares over the optionee’s period of service or as
      immediately exercisable options for unvested shares which will be subject to
      repurchase by us, at the option exercise price paid per share, upon the
      optionee’s termination of service prior to vesting in those
      shares.  All option grants must have an exercise price not less than
      100% of the fair market value of the option shares on the grant
      date.





Each
      option is to have a maximum term of ten years, subject to earlier termination
      in
      the event the optionee leaves our service.  The optionee will have up
      to a three month period following termination of service (for reasons other
      than
      death or disability) in which to exercise the option.  This period
      will be extended to 12 months if the optionee’s service terminates by reason of
      disability, and in the event of the optionee’s death, the personal
      representative of the optionee’s estate (or the person inheriting the option)
      will have up to a 12 month period following the optionee’s death in which to
      exercise the option.





To
      exercise the option, the optionee must execute a stock purchase agreement and
      pay the exercise price for the purchased shares.  Payment is to be
      made in cash; however, the Plan Administrator may also permit the optionee
      to
      deliver a full-recourse interest-bearing promissory note for the purchased
      shares payable in one or more installments.  Provided that our shares
      remain publicly traded, the exercise price may be paid in shares of Common
      Stock
      or, alternatively, through the optionee’s participation in a same-day sale
      program.  Under such program, the option shares are sold immediately
      following the exercise of the option, and a portion of the sale proceeds is
      applied to the payment of the exercise price and all applicable withholding
      taxes.





In
      the
      event we are acquired by merger or asset sale, the option shares will
      immediately vest, and the option may be exercised for any or all of those vested
      shares prior to the effective date of such acquisition.  However, such
      accelerated vesting will not occur if our repurchase rights with respect to
      the
      unvested option shares are assigned to the acquiring entity.  The Plan
      Administrator will have the discretion to structure one or more option grants
      under the Plan so that the shares subject to those options will immediately
      vest
      in the event the optionee’s service is involuntarily terminated within 18 months
      following an acquisition in which our  repurchase rights are so
      assigned, and the optionee would then have a one-year period to exercise the
      accelerated options for fully-vested shares.  It is anticipated that
      this special vesting acceleration provision would be made available only on
      a
      limited case-by-case basis.





8


The
      stock
      purchase agreement will provide us with the right to repurchase, at the original
      exercise price paid per share, any unvested shares held by the optionee at
      the
      time of his or her termination of service.  The applicable vesting
      schedule will be set forth in the Notice of Grant.  Full and immediate
      vesting of all the option shares will occur upon an acquisition by merger or
      asset sale, unless the repurchase right applicable to those shares is assigned
      to the successor company.  One or more repurchase rights outstanding
      under the Plan may be structured so that those rights will subsequently lapse
      (and the option shares will immediately vest) upon an involuntary termination
      of
      the optionee’s service within 18 months following the effective date of an
      acquisition in which the repurchase rights are assigned to the successor
      company.




Plan
                  Category
              Number
                  of securities
              Weighted
                  –average
              Number
                  of  securitiesto
                  be issued upon exercise
              exercise
                  price of outstanding
              available
                  for future issuanceof
                  outstanding options.
              optionsEquity
                  compensationplans
                  approved by
              -
              -
              -security
                  holdersEquity  compensationplans  not
                  approved by
              6,000,000
                  shares of common
              .001
              -0-security
                  holders
              stockTotal
              6,000,000
              -
              -0-





**Purchases
      of Equity Securities**


None.





**ITEM
      6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS**





**Overview**





The
      following discussion and analysis should be read in conjunction with the
      financial statements, including the notes thereto, appearing elsewhere in this
      report.





**Plan
      of Operation**





Recreation
      Town is a piece of undeveloped land of 1,000,000 square meters located in a
      peninsula in Dalian, China.  Recreation Town was part of a large
      resort project originally planned to be developed by Dalian Fengming in 1992
      which was never started due to lack of financing for
      development.  According to Dalian Fengming, the current intrinsic
      development value of Recreation Town is approximately RMB 600 million
      (approximately $75,000,000).





9


There
      were never any operations conducted with Recreation Town.  The Company
      plans to commence the development of Recreation Town in the near
      future.  Accordingly, it is actively seeking equity and/or debt
      financing in an amount up to $25,000,000, in order to finance the anticipated
      development costs for the next 12 months.





The
      Company, through its new subsidiary, RC Capital, is offering the following
      services to clients in Hong Kong and China:





1.
            merger
                and acquisitions business
                opportunities;


2.
            equity
                or debt financing opportunities;


3.
            introduction
                of Hong Kong and/or United States listing professional parties including
                legal firms and accounting firms;
                and


4.
            financial
                reporting consultancy services for Hong Kong and/or United States
                listings.





As
      of the
      date of this Report, RC Capital has successfully been engaged as financial
      consultant by the new principal of AFS to provide the above services and
      recorded further revenues in this quarter.  In addition, RC Capital
      has successfully been engaged in business restructuring of another grey sheet
      US
      company.  The management expects the Company will earn significant
      profits from these 2 transactions in form of freely tradable common stock once
      their shares are listed/re-listed on the OTCBB.





Management
      does not expect that the Company will incur significant research and development
      costs.





SAS,
      the
      wholly owned subsidiary of AFS, plans to commence business operations for the
      target market of Mainland China. In the near future, SAS plans to translate
      its
      iRSS System into Chinese Upgraded Version. Accordingly, it is actively seeking
      equity financing in an amount up to $2,000,000, in order to finance the
      anticipated research and development costs for the next twelve
      months.





**Results
      of Operations**




The
      following table sets forth, for the years indicated, the Company’s selected
      financial information:




Revenues




The
      Company did not have any revenues in the year ended December 31, 2005 because
      the Company was****not had any business operations since
      March 25, 2003 up to late 2005.  After the acquisition of RC Capital
      on February 7, 2006, AFS on April 20, 2006 and SAS on April 25, 2006, the
      Company started to generate revenues for the year ended December 31, 2006 and
      recorded net revenue of $703,239.





10


Cost
      of Sales




The
      Company did not have a cost of sales for the year ended December 31, 2005
      because the Company was not had any business operations since March 25, 2003
      up
      to late 2005.  After the acquisition of RC Capital on February 7,
      2006, AFS on April 20, 2006 and SAS on April 25, 2006, the Company incurred
      cost
      of goods sold for the year ended December 31, 2006 of $34,910.





Operating
      Expenses




During
      the year, the Company completed the issuance of 30,000,000 million consultancy
      shares to Team Allied Profits Limited at fair value of $300,000. The Company’s
      other general and administrative expenses increased to $84,835 during the year
      ended December 31, 2006 after the acquisition of RC Capital, AFS and
      SAS.




Income
      Taxes




The
      Company was not required to pay any income taxes during its last fiscal year
      as
      it did not have any income.  Management of the Company believes that
      it will have to pay income taxes during the year ending December 31, 2007
      because RC Capital and SAS had Hong  Kong tax losses brought forward
      although they are subject to a standard Hong Kong profits tax rate of 17.5%
      on
      its net assessable profits.





Net
      Income




Net
      loss
      for the year ended December 31, 2005 was $100 because the Company did not have
      any business operations since March 25, 2003 up to late 2005 as compared to
      a
      net income of $281,913 for the year ended December 31, 2006 after the
      acquisition of RC Capital, AFS and SAS.




Liquidity
      And Capital Resources




The
      Company had cash or cash equivalents of $14,860 at December 31, 2006 as a result
      of the acquisition of RC Capital, AFS and SAS compared to $4,900 at December
      31,
      2005 when the Company merely did not have any business operations since March
      25, 2003 up to late 2005.  Net cash provided by operations amounted to
      $105,057 for the year ended December 31, 2006.




As
      shown
      in the accompanying financial statements, now that the Company has acquired
      RC
      Capital, SAS and AFS, its working capital surplus has improved significantly
      to
      $452,249 as of December 31, 2006.  The Company may require additional
      financing in order to implement its various business plans through third party
      financing in the form of equity or debt financing.  Particularly in
      light of the Company’s limited operating history, there can be no assurance that
      the Company will be able to obtain the necessary additional capital on a timely
      basis or on acceptable terms, if at all.  In any such event, the
      Company’s growth and prospects would be materially and adversely
      affected.  As a result of any such financing, the Company’s
      shareholders may experience substantial dilution.  In addition,
      results may be negatively impacted as a result of political and economic factors
      beyond management’s control, as China is still a developing country and the
      Company’s capital requirements may increase.





11


**Critical
      Accounting Estimates**





The
      preparation of our financial statements in conformity with accounting principles
      generally accepted in the United States of America requires our management
      to
      make certain estimates and assumptions that affect the reported amounts of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period.  As such, in accordance with the
      use of accounting principles generally accepted in the United States of America,
      our actual realized results may differ from management’s initial estimates as
      reported.  A summary of our significant accounting policies are
      detailed in the notes to the financial statements which are an integral
      component of this filing.





**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements, that have or are
      reasonably likely to have a current or future effect on the Company’s financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that are
      material to investors.





**ITEM
      7.  FINANCIAL STATEMENTS**





The
      financial statements required to be filed pursuant to this Item 7 begin on
      page
      F-1 of this report.





**ITEM
      8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE**





None.





**ITEM
      8A.  CONTROLS AND PROCEDURES**





As
      required by SEC rules, we have evaluated the effectiveness of the design and
      operation of our disclosure controls and procedures at the end of the period
      covered by this report.  The evaluation was carried out by our Chief
      Executive Officer and Chief Financial Officer (the “Certifying
      Officers”).   Based upon this evaluation, the Certifying Officers
      have concluded that the design and operation of our disclosure controls and
      procedures are effective.  Such disclosure controls and procedures are
      designed to ensure that material information is made known to the Certifying
      Officers, particularly during the period in which this report was
      prepared.  The Certifying Officers have evaluated the effectiveness of
      our disclosure controls and procedures as of the end of the period covered
      by this report and believe that our disclosure controls and procedures are
      effective based on the required evaluation.  During the period covered
      by this report, there were no changes in internal controls that materially
      affected, or are reasonably likely to materially affect, our internal control
      over financial reporting.





**ITEM
      8B.  OTHER INFORMATION**





None.





12





**PART
      III**








**ITEM
      9.  DIRECTORS AND EXECUTIVE OFFICERS**





**Directors
      and Officers**





The
      individuals below served as officers or directors of the Company during the
      Fiscal year ended December 31, 2006 and to the present:





Name
            Age
            Position
            Term(s)
                of OfficeHoi-ho
                Kiu
            44
            Director
                and CEO
            November
                2005 to presentLai
                Ming Lau
            43
            Director,
                Secretary and CFO
            November
                2005 to presentTing
                Heung Lam
            26
            Director
                and Secretary
            September
                2005 to March 2006





**Hoi-Ho
      Kiu**, Director and Chief Executive Officer.  Since October
      2005, Ms. Kiu has been the chief executive officer of Golden Health Holdings,
      Inc.  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.   Since July 1992, Ms. Lau has been the Director and
      proprietor of Richley (China) Limited, now known as RC Capital Limited. Ms.
      Lau
      holds a Hons. Diploma in Law and Business Hong Kong Shue Yan College and has
      over 15 years of experience of doing trading businesses in Asia such as China,
      Indonesia and Taiwan.





**Ting
      Heung Lam**, a former director, since January 2001, has been a
      self-employed accounting consultant in Hong Kong where she is providing
      accountancy services for various clients in Hong Kong.





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 a Compensation Committee, an Audit Committee or a
      Nominating 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.





**Legal
      Proceedings**





Neither
      the Company nor any of its officers and directors is party to current or pending
      legal proceedings.





13


**Code
      of Ethics**





The
      Company’s Board of Directors has adopted a Code of Ethics which applies to every
      officer, director and employee of the Company.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





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, 2006,
      there were no delinquent filers under Section 16(a) with the exception of Ting
      Heung Lam, who has not filed a Form 4 Statement of Changes in Beneficial
      Ownership reporting the end of [his/her] tenure with the Company in March of
      2006.





**ITEM
      10. EXECUTIVE COMPENSATION**




None
      of
      our principal executive officers and directors have received compensation for
      our last two fiscal years.  There have been no annuity, pension or
      retirement benefits ever paid to our officers, directors or
      employees.  We do not have employment agreements with any of these
      officers.




None
      of
      our executive officers and directors have received other compensation,
      perquisites and/or personal benefits in excess of $10,000.





**GRANTS
      OF PLAN-BASED AWARDS**





None
      of
      our executive officers and directors have received compensation under our stock
      option/stock issuance plans during the fiscal year ended December 31,
      2006.





**OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-END**





None
      of
      our executive officers or directors have outstanding equity in the
      Company.





**ITEM
      11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS.**





The
      following table sets forth information as of the date hereof with respect to
      the
      beneficial ownership of the outstanding shares of the Company common stock
      immediately following the Transaction by (i) each person known by the Company
      to
      beneficially own 5% or more of the outstanding shares; (ii) the Company’s
      officers and directors; and (iii) the Company’s officers and directors as a
      group.





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 37,162,902 shares of
      common stock outstanding.





14




Name
                  and Address of
              Shares
                  of Common Stock
              Percentage
                  of ClassBeneficial
                  Owner
              Beneficially
                  Owned
              Beneficially
                  OwnedTeam
                  Allied Profits Limited
              30,000,000
              80.7%Suites
                  2203-06, Level 22,Office
                  Tower, Langham Place,8
                  Argyle Street, Mongkok,Kowloon,
                  Hong KongHoi-Ho
                  Kiu, CEO, Director
              0
              0%Room
                  03, 17/F.,Fee
                  Tat Commercial Centre,613
                  Nathan Road, Mongkok,Kowloon,
                  Hong KongLai
                  Ming Lau, CFO, Secretary, Director
              0
              0%Suites
                  2203-06, Level 22,Office
                  Tower, Langham Place,8
                  Argyle Street, Mongkok,Kowloon,
                  Hong KongAll
                  current Officers and Directors
              0
              0%as
                  a group (two persons)




There
      are
      no arrangements known to the Company, including any pledge by any person of
      securities of the Company, the operation of which may at a subsequent date
      result in a change of control of the Company.





**ITEM
      12.      CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS.**





None.




15


**ITEM
      13.  EXHIBITS**





**Exhibit                      Description**




3.1
            Articles
                of Incorporation of Aloha “The Breath of Life” Foundation,
                Inc.1


3.2
              Certificate
                  of Amendment to the Articles of Incorporation filed with the Nevada
                  Secretary of State on March 9,
                  2000.2
 3.3
              Certificate
                  of Amendment to Articles of Incorporation dated February 6,
                  2002.3
 3.4
              Certificate
                  of Amendment to Article of Incorporation dated August 17,
                  2002.4
 3.5
              By-Laws
                  of Score One, Inc. 5
 4.1
              Certificate
                  of Designations, Voting Powers, Preferences, Limitations, Restrictions,
                  and Relative Rights of Series A Convertible Preferred Stock dated
                  April
                  15, 2002.6
 4.2
              Certificate
                  of Designations, Voting Powers, Preferences, Limitations, Restrictions,
                  and Relative Rights of Series B Convertible Preferred Stock dated
                  November
                  1, 2002.7
 4.3
              Form
                  of Regulation S Subscription
                  Agreement.8
 10.1
              Business
                  Restructuring Agreement, dated October 21, 2005, betweenScore
                  One, Inc. and Team Allied Profits
                  Limited.9
 10.2
              Sale
                  and Purchase Agreement, dated April 9, 2006, among Score One, Inc.,
                  RC
                  Capital Limited, Dalian Fengming International Recreation Town
                  Co., Ltd.
                  and Ms. Hoi-ho Kiu.10
 10.3
              Incentive
                  and Non-Statutory Stock Option Plan, filed
                  herewith.
 14.0
              Code
                  of Ethics.11
 21.1
              Subsidiaries
 23.2
              Report
                  of Independent Registered Public Accounting Firm to the Board of
                  Directors
                  and Shareholders of Score One, Inc.
 31.1
              Certification
                  of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
                  of
                  the Securities Exchange Act of 1934, as adopted pursuant to Section
                  302 of
                  the Sarbanes-Oxley Act of 2002.
 31.2
                Certification
                    of Chief Financial Officer required by Rule 13a-14(a) or Rule
                    15d-14(a) of
                    the Securities Exchange Act of 1934, as adopted pursuant to Section
                    302 of
                    the Sarbanes-Oxley Act of
                    2002.
 32.1
                  Certifications
                      of Chief Executive Officer and Chief Financial Officer pursuant
                      to 18
                      U.S.C. Section 1350, as adopted pursuant to Section 906 of
                      the
                      Sarbanes-Oxley Act of 2002.


1
        Incorporated by
        reference to the Company’s Registration Statement No. 000-26717 on Form 10-SB as
        filed July 15, 1999.


2
        Incorporated by
        reference to the Company’s Report on Form 8K as filed March 15,
        2000.


3
        Incorporated by
        reference to the Company’s Report on Form 10KSB as filed April 16,
        2002.


4
        Incorporated by
        reference to the Company’s Definitive Schedule 14A as filed August 6,
        2002.


5
        Incorporated by
        reference to the Company’s Registration Statement No. 000-26717 on Form 10-SB as
        filed July 15, 1999.


6
        Incorporated by
        reference to the Company’s filing on Form 10-QSB as filed August 15,
        2002.


7
        Incorporated by
        reference to the Company’s filing on Form 8-K as filed November 15,
        2002.


8
        Incorporated by
        reference to the Company’s filing on Form 10QSB as filed August 15,
        2002.


9
        Incorporated by
        reference to the Company’s filing on Form 8K as filed March 31,
        2006.


10
        Incorporated by
        reference to the Company’s filing on Form 8K as filed April 11,
        2006.


11
        Incorporated by
        reference to the Company’s filing on Form 10KSB for the period ending December
        31, 2002, as filed April 17, 2006.
   16
  **ITEM
          14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES**
 
 **Name
          of Auditor and Tax Advisor**
 Jeffrey
          Tsang & Co., CPA, Hong Kong
 
 **Audit
          Fees**
 $2,000.
 
 **Audit
          Related Fees**
 None.
 
 **Tax
          Fees**
 None
 
 **All
          Other Fees**
 None.
 
 17


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




SCORE
              ONE, INC.By:
            /s/ Hoi-ho
              KiuHoi-ho
                Kiu
              Director
                and Chief Executive OfficerDated:
                September 14, 2007





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed by the following persons on behalf of the Registrant and in the
      capacities and on the dates indicated.




Signature
              
              Title
              
              DateChief
                  Executive
              
              September
                  14, 2007/s/
                    Hoi-ho Kiu
              
              Officer
                  and DirectorHoi-ho
                  Kiu
              
              (Principal
                  ExecutiveOfficer)Chief
                  Financial Officer,
              
              September
                  14, 2007/s/
                  Lai Ming Lau
              
              (Principal
                  Financial and AccountingLai
                  Ming Lau
              
              Officer),
                  Secretary and Director






18




Score
                  One, Inc.Consoldiated
                  Balance sheet (in USD)As
                  of December 31, 2006
 
 AssetsCurrent
                  assetsCash
                  in hand
              
              
              14,860Account
                  Receivable
              
              
              211,653Other
                  receivable and current assets
              
              
              258,800Total
                  current assets
              
              
              485,313Intangible
                  assets
              
              
              35,764Total
                  assets
              
              
              521,077Liabilities
                  and Stockholders' EquityCurrent
                  liabilitiesAccrued
                  expenses
              
              
              32,965Income
                  tax payable
              
              
              99Total
                  liabilities
              
              
              33,064Stockholders'
                  equityPreferred
                  stock5,000,000
                  shares authorized, $0.001 par value,Series
                  A convertible, authorized 500,000 shares,138,181
                  shares issued and outstandingSeries
                  B convertible, authorized 57,000 shares,no
                  shares issued and outstanding
              
              
              138Common
                  stock50,000,000
                  shares authorized, $0.001 par value,37,162,902
                  shares issued and outstanding
              
              
              37,163Additional
                  paid-in-capital
              
              
              270,000Retained
                  earnings
              
              
              180,712Total
                  Stockholders' Deficit
              
              
              488,013Total
                  Liabilities and Stockholders' Deficit
              
              
              521,077
 
 See
                  accompanying notes to financial statements.






F-1




Score
                  One, Inc.Consolidated
                  statements of operations (in USD)For
                  the two years ended December 31
 
 2006
              
              
              2005Net
                  sales
              
              $
              703,239
              
              
              $
              -Cost
                  of sales
              
              
              (34,910
              )
              
              
              -Gross
                  profit
              
              
              668,329
              
              
              
              -Shares
                  issued for services
              
              
              (300,000
              )
              
              
              -Other
                  general and administrative expenses
              
              
              (84,835
              )
              
              
              (100
              )Income/(loss)
                  from operations
              
              
              283,494
              
              
              
              (100
              )Finance
                  cost
              
              
              (284
              )
              
              
              -Income/(loss)
                  before tax
              
              
              283,210
              
              
              
              (100
              )Income
                  tax
              
              
              -
              
              
              
              -Income/(loss)
                  before minority interests
              
              
              283,210
              
              
              
              (100
              )Minority
                  interests
              
              
              (1,297
              )
              
              
              -Net
                  income/(loss)
              
              $
              281,913
              
              
              $
              (100
              )Earnings
                  per share - basic and diluted
              
              $
              0.01
              
              
              $
              (0.00
              )Weighted
                  average number of shares - basic
              
              
              25,162,902
              
              
              
              1,162,902Weighted
                  average number of shares - diluted
              
              
              25,301,083
              
              
              
              1,301,083
 
 See
                  accompanying notes to financial statements.






F-2


Score
                  One, Inc. and subsidiariesConsolidated
                  statements of cashflows (unaudited, in USD)For
                  the years ended December 31
 
 INCREASE
                  (DECREASE) IN CASH AND CASH EQUIVALENTS
 
 2006
              
              
              2005Cash
                  flows provided by operating activities:Net
                  income
              
              $
              281,913
              
              
              $
              (100
              )Adjustments
                  to reconcile net (loss) tocash
                  used in operating activities:Common
                  stock issued for services
              
              
              300,000
              
              
              
              -Minority
                  interests
              
              
              1,297
              
              
              
              -Changes
                  in assets and liabilities:Increase
                  in assetsAccount
                  receivable
              
              
              (211,653
              )
              
              
              -Other
                  current assets
              
              
              (258,800
              )
              
              
              -Intangible
                  assets
              
              
              (35,764
              )Increase/(decrease)
                  in liabilitiesAccrued
                  expenses
              
              
              32,965
              
              
              
              -Other
                  payable
              
              
              (5,000
              )
              
              
              5,000Income
                  tax payable
              
              
              99Total
                  adjustments
              
              
              (176,856
              )
              
              
              5,000Net
                  cash provided by operating activities
              
              
              105,057
              
              
              
              4,900Cash
                  flows provided by financing activities:Issuance
                  of stock under stock option plan
              
              
              6,000
              
              
              
              -Financing
                  activities:Minority
                  interest
              
              
              (1,297
              )
              
              
              -Dividends
                  in form of common stock of customers
              
              
              (99,800
              )
              
              
              -Net
                  increase in cash
              
              
              9,960
              
              
              
              4,900Cash,
                  beginning of period
              
              
              4,900
              
              
              
              -Cash,
                  end of period
              
              $
              14,860
              
              
              $
              4,900-Supplemental
                  disclosure of cashflow information:Interest
                  paid
              
              $
              -
              
              
              $
              -Tax
                  paid
              
              $
              -
              
              
              $
              -Non-cash
                  financing activities:Common
                  stock issued for service
              
              $
              300,000
              
              
              $
              -
 
 See
                  accompanying notes to financial statements.




F-3
 
 Score
                    One, Inc.Statements
                    of stockholders' equity (in USD)For
                    the two years ended December 31Retainedearnings/Preferred
                    stock
                
                
                Common
                    stock
                
                
                Additional
                
                
                accumulatedShares
                
                
                Amount
                
                
                Shares
                
                
                Amount
                
                
                Paid-in
                    capital
                
                
                deficit
                
                
                TotalBalance
                    at December 31, 2004
                
                
                138,181
                
                
                $
                138
                
                
                
                1,162,902
                
                
                $
                1,163
                
                
                $
                -
                
                
                $
                (1,301
                )
                
                $
                -Net
                    loss for the year
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (100
                )
                
                
                (100
                )Balance
                    at December 31, 2005
                
                
                138,181
                
                
                
                138
                
                
                
                1,162,902
                
                
                
                1,163
                
                
                $
                -
                
                
                
                (1,401
                )
                
                
                (100
                )Common
                    stock issued for services
                
                
                -
                
                
                
                -
                
                
                
                36,000,000
                
                
                
                36,000
                
                
                
                270,000
                
                
                
                -
                
                
                
                306,000Dividend
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (99,800
                )
                
                
                (99,800
                )Net
                    income for the year
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                281,913
                
                
                
                281,913Balance
                    at December 31, 2006
                
                
                138,181
                
                
                $
                138
                
                
                
                37,162,902
                
                
                $
                37,163
                
                
                $
                270,000
                
                
                $
                180,712
                
                
                $
                488,013
 
 See
                    accompanying notes to financial statements.
    F-4


**SCORE
      ONE, INC.**





**NOTES
      TO FINANCIAL STATEMENTS**








**NOTE
      1 – ORGANIZATION AND OPERATIONS**





The
      Company was incorporated in the State of Nevada on June 7, 1996.





The
      Company was formerly in the printed circuit board manufacture business. The
      Company has not had any business operations since March 25, 2003.  On
      October 21, 2005, the Company entered into a Business Restructuring Agreement
      (the “Agreement”) with Team Allied Profits Limited, a British Virgin Islands
      corporation (the “Consultant”).  The Consultant was engaged by the
      Company to provide business restructuring services in order to solicit suitable
      businesses in Hong Kong or China with net asset values not less than $4,000,000
      for acquisitions by the Company in order to restructure its business
      operations.  In this connection, 30,000,000 shares of the Company’s
      common stock were issued to the Consultant on April 7, 2006. Accordingly, the
      Company is considered to be in its development stage as of December 31,
      2006.





Please
      add new information (if any) of the company.


On
      February 7, 2006, the Company purchased a Hong Kong corporation called RC
      Capital Limited (“RC Capital”) for $1.00 as a wholly-owned subsidiary. The
      Company, through its new subsidiary, RC Capital, is offering the following
      services to clients in Hong Kong and China:





5.
            merger
                and acquisitions business
                opportunities;


6.
            equity
                or debt financing opportunities;


7.
            introduction
                of Hong Kong and/or United States listing professional parties including
                legal firms and accounting firms;
                and


8.
            financial
                reporting consultancy services for Hong Kong and/or United States
                listings.





On
      October 23, 2006, AFS entered into the Share Exchange Agreement (“Share
      Exchange” or “Agreement”) with 2Z Holdings Limited, which was the sole
      shareholder of Suniton BVI.  Pursuant to the Agreement we acquired all
      of the issued and outstanding share capital of Suniton BVI in exchange for
      issued and newly issued shares of our common stock. On November 18, 2006, the
      Share Exchange closed, ready for listing on Pinksheet within August,
      2007.





In
      March
      2007 AFS shares effected a 1 for 10 forward split distribution by issuing 9
      shares of common stock to our shareholders for every 1 share held in the Company
      as share dividend. As a result, AFS had 50,000,000 shares of par value US$0.01
      common stock issued to the shareholders of  Score One,
      Inc.





**NOTE
      2 – SUMMARY OF ACCOUNTING POLICIES**





A
      summary
      of the Company’s significant accounting policies applied in the preparation of
      the accompanying financial statements follows.





F-5


USE
      OF
      ESTIMATES





In
      preparing the Company’s financial statements, management is required to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities, the disclosure of contingent assets and liabilities at the date
      of
      the financial statements, and the reported amounts of revenues and expenses
      during the reporting period. Actual results could materially differ from those
      estimates.





BASIC
      AND
      DILUTED EARNINGS (LOSS) PER SHARE





In
      accordance with SFAS No. 128, “Earnings per Share,” the basic earnings (loss)
      per common share is computed by dividing net earnings available to common
      stockholders by the weighted average number of common shares outstanding.
      Diluted earnings (loss) per common share is computed similarly to basic earnings
      (loss) per common share, except that the denominator is increased to include
      the
      number of additional common shares that would have been outstanding if the
      potential common shares had been issued and if the additional common shares
      were
      dilutive. As of December 31, 2006, the Company did not have any dilutive common
      stock equivalents save for the Series A Convertible Preferred Stock issued
      and
      outstanding.





RECENT
      ACCOUNTING PRONOUNCEMENTS





Management
      believes that the adoption of any new relevant accounting pronouncements will
      not have a material effect on the Company’s results of operations or its
      financial position.








**NOTE
      3 – SUBSEQUENT EVENTS**





On
      June 13, 2007, Score One, Inc., a Nevada corporation (the “Registrant” or “Score
      One”) entered into a 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 in the Registrant.  The transaction
      is contemplated to be closed on or before July 31, 2008.






F-6