Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 33± 165K
Issuer
2: EX-1 Underwriting Agreement 2± 11K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 7± 31K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 1 6K
10SB12G — Registration of Securities of a Small-Business Issuer
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
<P>
FORM 10-SB
<P>
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
<P>
SEGWAY I CORP.
(Name of Small Business Issuer)
<P>
New Jersey 22-3704063
(State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization) Identification Number
<P>
4400 Route 9, 2nd Floor, Freehold, NJ 07728
(Address of Principal Executive Offices
including Zip Code)
<P>
732/409-1212
(Issuer's Telephone Number)
<P>
Securities to be Registered Under Section 12(b) of the
Act: None
<P>
Securities to be Registered Under Section 12(g) of the
Act: Common Stock
$.0001 Par Value
(Title of Class)
<P>
PART I
<P>
ITEM 1. BUSINESS.
------------------
<P>
Segway Corp. (the "Company"), was incorporated on January
21, 2000, under the laws of the State of New Jersey to
engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions.
The Company has been in the developmental stage since
inception and has no operations to date other than
issuing shares to its original shareholders.
<P>
The Company will attempt to locate and negotiate with a
business entity for the combination of that target
company with the Company. The combination will normally
take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target
company will wish to structure the business combination
to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given
that the Company will be successful in locating or
negotiating with any target company.
<P>
The Company has been formed to provide a method for a
foreign or domestic private company to become a reporting
("public") company whose securities are qualified for
trading in the United States secondary market.
<P>
PERCEIVED BENEFITS
<P>
There are certain perceived benefits to being a reporting
company with a class of publicly-traded securities.
These are commonly thought to include the following:
<P>
* the ability to use registered securities to make
acquisitions of assets or businesses;
<P>
* increased visibility in the financial community;
<P>
* the facilitation of borrowing from financial
institutions;
<P>
* improved trading efficiency;
<P>
* shareholder liquidity;
<P>
* greater ease in subsequently raising capital;
<P>
* compensation of key employees through stock options
for which there may be a market valuation;
<P>
* enhanced corporate image;
<P>
* a presence in the United States capital market.
<P>
POTENTIAL TARGET COMPANIES
<P>
A business entity, if any, which may be interested in a
business combination with the Company may include the
following:
<P>
* a company for which a primary purpose of becoming
public is the use of its securities for the
acquisition of assets or businesses;
<P>
* a company which is unable to find an underwriter of
its securities or is unable to find an underwriter
of securities on terms acceptable to it;
<P>
* a company which wishes to become public with less
dilution of its common stock than would occur upon
an underwriting;
<P>
* a company which believes that it will be able to
obtain investment capital on more favorable terms
after it has become public;
<P>
* a foreign company which may wish an initial entry
into the United States securities market;
<P>
* a special situation company, such as a company
seeking a public market to satisfy redemption
requirements under a qualified Employee Stock
Option Plan;
<P>
* a company seeking one or more of the other
perceived benefits of becoming a public company.
<P>
A business combination with a target company will
normally involve the transfer to the target company of
the majority of the issued and outstanding common stock
of the Company, and the substitution by the target
company of its own management and board of directors.
<P>
No assurances can be given that the Company will be able
to enter into a business combination, as to the terms of
a business combination, or as to the nature of the target
company.
<P>
The Company is voluntarily filing this Registration
Statement with the Securities and Exchange Commission and
is under no obligation to do so under the Securities
Exchange Act of 1934.
<P>
RISK FACTORS
<P>
The Company's business is subject to numerous risk
factors, including the following:
<P>
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The
Company has had no operating history nor any revenues or
earnings from operations. The Company has no significant
assets or financial resources. The Company will, in all
likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation
of a business combination. This may result in the
Company incurring a net operating loss which will
increase continuously until the Company can consummate a
business combination with a target company. There is no
assurance that the Company can identify such a target
company and consummate such a business combination.
<P>
SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS.
The success of the Company's proposed plan of operation
will depend to a great extent on the operations,
financial condition and management of the identified
target company. While management will prefer business
combinations with entities having established operating
histories, there can be no assurance that the Company
will be successful in locating candidates meeting such
criteria. In the event the Company completes a business
combination, of which there can be no assurance, the
success of the Company's operations will be dependent
upon management of the target company and numerous other
factors beyond the Company's control.
<P>
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES
AND COMBINATIONS. The Company is and will continue to be
an insignificant participant in the business of seeking
mergers with and acquisitions of business entities. A
large number of established and well-financed entities,
including venture capital firms, are active in mergers
and acquisitions of companies which may be merger or
acquisition target candidates for the Company. Nearly
all such entities have significantly greater financial
resources, technical expertise and managerial
capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in
identifying possible business opportunities and
successfully completing a business combination.
Moreover, the Company will also compete with numerous
other small public companies in seeking merger or
acquisition candidates.
<P>
IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION. The
Company's limited funds and the lack of full-time
management will likely make it impracticable to conduct a
complete and exhaustive investigation and analysis of a
target company. The decision to enter into a business
combination, therefore, will likely be made without
detailed feasibility studies, independent analysis,
market surveys or similar information which, if the
Company had more funds available to it, would be
desirable. The Company will be particularly dependent in
making decisions upon information provided by the
principals and advisors associated with the business
entity seeking the Company's participation.
<P>
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER
TRANSACTION--NO STANDARDS FOR BUSINESS COMBINATION. The
Company has no current arrangement, agreement or
understanding with respect to engaging in a business
combination with a specific entity. There can be no
assurance that the Company will be successful in
identifying and evaluating suitable business
opportunities or in concluding a business combination.
Management has not identified any particular industry or
specific business within an industry for evaluation by
the Company. There is no assurance that the Company will
be able to negotiate a business combination on terms
favorable to the Company. The Company has not established
a specific length of operating history or a specified
level of earnings, assets, net worth or other criteria
which it will require a target company to have achieved,
or without which the Company would not consider a
business combination with such business entity.
Accordingly, the Company may enter into a business
combination with a business entity having no significant
operating history, losses, limited or no potential for
immediate earnings, limited assets, negative net worth or
other negative characteristics.
<P>
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, management
anticipates devoting only a limited amount of time per
month to the business of the Company. The Company's sole
officer has not entered into a written employment
agreement with the Company and he is not expected to do
so in the foreseeable future. The Company has not
obtained key man life insurance on its officer and
director. Notwithstanding the combined limited experience
and time commitment of management, loss of the services
of this individual would adversely affect development of
the Company's business and its likelihood of continuing
operations.
<P>
CONFLICTS OF INTEREST--GENERAL. The Company's officer
and director participates in other business ventures
which may compete directly with the Company. Additional
conflicts of interest and non-arms length transactions
may also arise in the future. Management has adopted a
policy that the Company will not seek a business
combination with any entity in which any member of
management serves as an officer, director or partner, or
in which they or their family members own or hold any
ownership interest. See "ITEM 5. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS--Conflicts of
Interest."
<P>
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act") requires companies subject thereto to
provide certain information about significant
acquisitions including audited financial statements for
the company acquired covering one or two years, depending
on the relative size of the acquisition. The time and
additional costs that may be incurred by some target
companies to prepare such financial statements may
significantly delay or essentially preclude consummation
of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to
obtain the required audited statements may not be
appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
<P>
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The
Company has neither conducted, nor have others made
available to it, market research indicating that demand
exists for the transactions contemplated by the Company.
Even in the event demand exists for a transaction of the
type contemplated by the Company, there is no assurance
the Company will be successful in completing any such
business combination.
<P>
LACK OF DIVERSIFICATION. The Company's proposed
operations, even if successful, will in all likelihood
result in the Company engaging in a business combination
with only one target company. Consequently, the Company's
activities will be limited to those engaged in by the
business entity which the Company merges with or
acquires. The Company's inability to diversify its
activities into a number of areas may subject the Company
to economic fluctuations within a particular business or
industry and therefore increase the risks associated with
the Company's operations.
<P>
REGULATION UNDER INVESTMENT COMPANY ACT. Although the
Company will be subject to regulation under the Exchange
Act, management believes the Company will not be subject
to regulation under the Investment Company Act of 1940,
insofar as the Company will not be engaged in the
business of investing or trading in securities. In the
event the Company engages in business combinations which
result in the Company holding passive investment
interests in a number of entities, the Company could be
subject to regulation under the Investment Company Act of
1940. In such event, the Company would be required to
register as an investment company and could be expected
to incur significant registration and compliance costs.
The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of
the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act could subject the
Company to material adverse consequences.
<P>
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of the Company's
common stock will, in all likelihood, result in
shareholders of a target company obtaining a controlling
interest in the Company. Any such business combination
may require shareholders of the Company to sell or
transfer all or a portion of the Company's common stock
held by them. The resulting change in control of the
Company will likely result in removal of the present
officer and director of the Company and a corresponding
reduction in or elimination of his participation in the
future affairs of the Company.
<P>
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING
BUSINESS COMBINATION. The Company's primary plan of
operation is based upon a business combination with a
business entity which, in all likelihood, will result in
the Company issuing securities to shareholders of such
business entity. The issuance of previously authorized
and unissued common stock of the Company would result in
reduction in percentage of shares owned by the present
shareholders of the Company and would most likely result
in a change in control or management of the Company.
<P>
TAXATION. Federal and state tax consequences will, in
all likelihood, be major considerations in any business
combination the Company may undertake. Currently, such
transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various
federal and state tax provisions. The Company intends to
structure any business combination so as to minimize the
federal and state tax consequences to both the Company
and the target company; however, there can be no
assurance that such business combination will meet the
statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets.
A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse
effect on both parties to the transaction.
<P>
POSSIBLE RELIANCE UPON UNAUDITED FINANCIAL STATEMENTS.
The Company will require audited financial statements
from any business entity that it proposes to acquire. No
assurance can be given, however, that audited financials
will be available to the Company prior to a business
combination. In cases where audited financials are
unavailable, the Company will have to rely upon unaudited
information that has not been verified by outside
auditors in making its decision to engage in a
transaction with the business entity. The lack of the
type of independent verification which audited financial
statements would provide increases the risk that the
Company, in evaluating a transaction with such a target
company, will not have the benefit of full and accurate
information about the financial condition and operating
history of the target company. This risk increases the
prospect that a business combination with such a business
entity might prove to be an unfavorable one for the
Company.
<P>
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000. Many existing
computer programs use only two digits to identify a year
in such program's date field. These programs were
designed and developed without consideration of the
impact of the change in the century for which four digits
will be required to accurately report the date. If not
corrected, many computer applications could fail or
create erroneous results by or following the year 2000
("Year 2000 Problem"). Many of the computer programs
containing such date language problems have not been
corrected by the companies or governments operating such
programs. It is impossible to predict what computer
programs will be effected, the impact any such computer
disruption will have on other industries or commerce or
the severity or duration of a computer disruption.
<P>
The Company does not have operations and does not
maintain computer systems. Before the Company enters
into any business combination, it may inquire as to the
status of any target company's Year 2000 Problem, the
steps such target company has taken or intends to take to
correct any such problem and the probable impact on such
target company of any computer disruption. However,
there can be no assurance that the Company will not enter
into a business combination with a target company that
has an uncorrected Year 2000 Problem or that any planned
Year 2000 Problem corrections will be sufficient. The
extent of the Year 2000 Problem of a target company may
be impossible to ascertain and any impact on the Company
will likely be impossible to predict.
<P>
ITEM 2. PLAN OF OPERATION
--------------------------
<P>
The Company intends to enter into a business combination
with a target company in exchange for the Company's
securities. As of the initial filing date of this
Registration Statement, neither the Company's officer and
director nor any affiliate has engaged in any
negotiations with any representative of any specific
entity regarding the possibility of a business
combination with the Company.
<P>
Management anticipates seeking out a target company
through solicitation. Such solicitation may include
newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment
bankers, financial advisors and similar persons, the use
of one or more World Wide Web sites and similar methods.
No estimate can be made as to the number of persons who
will be contacted or solicited. Management may engage in
such solicitation directly or may employ one or more
other entities to conduct or assist in such solicitation.
Management and its affiliates will pay referral fees to
consultants and others who refer target businesses for
mergers into public companies in which management and its
affiliates have an interest. Payments are made if a
business combination occurs, and may consist of cash or a
portion of the stock in the Company retained by
management and its affiliates, or both.
<P>
The Company has entered into an agreement with RGR
Corp.to supervise the search for target companies as
potential candidates for a business combination. RGR
Corp. has received common stock of the Company in
consideration of its agreement to provide such services.
RGR Corp. will pay as its own expenses any costs it
incurs in supervising the search for a target company.
RGR Corp. has entered and anticipates that it will enter
into agreements with other consultants to assist in
locating a target company and may share stock received by
it or cash resulting from the sale of its securities with
such other consultants. RGR Corp. is not authorized to
enter into any agreement binding the Company, which can
only be done by action of the Company's officer, director
and shareholders, as may be required. RGR Corp. is an
affiliate of the Company's management. See "ITEM 4:
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT."
<P>
The Company has no full time employees. The Company's
president has agreed to allocate a portion of his time to
the activities of the Company, without compensation. The
president anticipates that the business plan of the
Company can be implemented by his devoting no more than
10 hours per month to the business affairs of the Company
and, consequently, conflicts of interest may arise with
respect to the limited time commitment by such officer.
<P>
Management is currently involved with other blank check
companies, and is involved in creating additional blank
check companies similar to this one. A conflict may
arise in the event that another blank check company with
which management is affiliated is formed and actively
seeks a target company. Management anticipates that
target companies will be located for the Company and
other blank check companies in chronological order of the
date of formation of such blank check companies or, in
the case of blank check companies formed on the same
date, alphabetically. However, other blank check
companies with which management is or may be affiliated
may differ from the Company in certain items such as
place of incorporation, number of shares and
shareholders, working capital, types of authorized
securities, or other items. It may be that a target
company may be more suitable for or may prefer a certain
blank check company formed after the Company. In such
case, a business combination might be negotiated on
behalf of the more suitable or preferred blank check
company regardless of date of formation. See "ITEM 5,
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS--Current Blank Check Companies"
<P>
The Certificate of Incorporation of the Company provides
that the Company may indemnify officers and/or directors
of the Company for liabilities, which can include
liabilities arising under the securities laws.
Therefore, assets of the Company could be used or
attached to satisfy any liabilities subject to such
indemnification.
<P>
GENERAL BUSINESS PLAN
<P>
The Company's purpose is to seek, investigate and, if
such investigation warrants, acquire an interest in a
business entity which desires to seek the perceived
advantages of a corporation which has a class of
securities registered under the Exchange Act. The Company
will not restrict its search to any specific business,
industry, or geographical location and the Company may
participate in a business venture of virtually any kind
or nature. Management anticipates that it will be able to
participate in only one potential business venture
because the Company has nominal assets and limited
financial resources. See ITEM F/S, "FINANCIAL
STATEMENTS." This lack of diversification should be
considered a substantial risk to the shareholders of the
Company because it will not permit the Company to offset
potential losses from one venture against gains from
another.
<P>
The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish
to utilize the public marketplace in order to raise
additional capital in order to expand into new products
or markets, to develop a new product or service, or for
other corporate purposes.
<P>
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and
extremely risky. Management believes (but has not
conducted any research to confirm) that there are
business entities seeking the perceived benefits of a
publicly registered corporation. Such perceived benefits
may include facilitating or improving the terms on which
additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits
to key employees, increasing the opportunity to use
securities for acquisitions, providing liquidity for
shareholders and other factors. Business opportunities
may be available in many different industries and at
various stages of development, all of which will make the
task of comparative investigation and analysis of such
business opportunities difficult and complex.
<P>
The Company has, and will continue to have, no capital
with which to provide the owners of business entities
with any cash or other assets. However, management
believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a
controlling ownership interest in a public company
without incurring the cost and time required to conduct
an initial public offering. Management has not conducted
market research and is not aware of statistical data to
support the perceived benefits of a business combination
for the owners of a target company.
<P>
The analysis of new business opportunities will be
undertaken by, or under the supervision of, the officer
and director of the Company, who is not a professional
business analyst. In analyzing prospective business
opportunities, management may consider such matters as
the available technical, financial and managerial
resources; working capital and other financial
requirements; history of operations, if any; prospects
for the future; nature of present and expected
competition; the quality and experience of management
services which may be available and the depth of that
management; the potential for further research,
development, or exploration; specific risk factors not
now foreseeable but which then may be anticipated to
impact the proposed activities of the Company; the
potential for growth or expansion; the potential for
profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and
other relevant factors. This discussion of the proposed
criteria is not meant to be restrictive of the Company's
virtually unlimited discretion to search for and enter
into potential business opportunities.
<P>
The Exchange Act requires that any merger or acquisition
candidate comply with certain reporting requirements,
which include providing audited financial statements to
be included in the reporting filings made under the
Exchange Act. The Company will not acquire or merge with
any company for which audited financial statements cannot
be obtained at or within the required period of time
after closing of the proposed transaction.
<P>
The Company may enter into a business combination with a
business entity that desires to establish a public
trading market for its shares. A target company may
attempt to avoid what it deems to be adverse consequences
of undertaking its own public offering by seeking a
business combination with the Company. Such consequences
may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred
in such an offering, loss of voting control to public
shareholders or the inability to obtain an underwriter or
to obtain an underwriter on satisfactory terms.
<P>
The Company will not restrict its search for any specific
kind of business entities, but may acquire a venture
which is in its preliminary or development stage, which
is already in operation, or in essentially any stage of
its business life. It is impossible to predict at this
time the status of any business in which the Company may
become engaged, in that such business may need to seek
additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages
which the Company may offer.
<P>
Management of the Company, which in all likelihood will
not be experienced in matters relating to the business of
a target company, will rely upon its own efforts in
accomplishing the business purposes of the Company.
Following a business combination the Company may benefit
from the services of others in regard to accounting,
legal services, underwritings and corporate public
relations. If requested by a target company, management
may recommend one or more underwriters, financial
advisors, accountants, public relations firms or other
consultants to provide such services.
<P>
A potential target company may have an agreement with a
consultant or advisor providing that services of the
consultant or advisor be continued after any business
combination. Additionally, a target company may be
presented to the Company only on the condition that the
services of a consultant or advisor be continued after a
merger or acquisition. Such preexisting agreements of
target companies for the continuation of the services of
attorneys, accountants, advisors or consultants could be
a factor in the selection of a target company.
<P>
ACQUISITION OF OPPORTUNITIES
<P>
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity.
On the consummation of a transaction, it is likely that
the present management and shareholders of the Company
will no longer be in control of the Company. In
addition, it is likely that the Company's officer and
director will, as part of the terms of the acquisition
transaction, resign and be replaced by one or more new
officers and directors.
<P>
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption
from registration under applicable federal and state
securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may
agree to register all or a part of such securities
immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs,
it will be undertaken by the surviving entity after the
Company has entered into an agreement for a business
combination or has consummated a business combination and
the Company is no longer considered a blank check
company. The issuance of additional securities and their
potential sale into any trading market which may develop
in the Company's securities may depress the market value
of the Company's securities in the future if such a
market develops, of which there is no assurance.
While the terms of a business transaction to which the
Company may be a party cannot be predicted, it is
expected that the parties to the business transaction
will desire to avoid the creation of a taxable event and
thereby structure the acquisition in a tax-free
reorganization under Sections 351 or 368 of the Internal
Revenue Code of 1986, as amended.
<P>
With respect to negotiations with a target company,
management expects to focus on the percentage of the
Company which target company shareholders would acquire
in exchange for their shareholdings in the target
company. Depending upon, among other things, the target
company's assets and liabilities, the Company's
shareholders will in all likelihood hold a substantially
lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage of
ownership may be subject to significant reduction in the
event the Company acquires a target company with
substantial assets. Any merger or acquisition effected by
the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the
Company's shareholders at such time.
<P>
The Company will participate in a business opportunity
only after the negotiation and execution of appropriate
agreements. Although the terms of such agreements cannot
be predicted, generally such agreements will require
certain representations and warranties of the parties
thereto, will specify certain events of default, will
detail the terms of closing and the conditions which must
be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms.
<P>
The Company will not enter into a business combination
with any entity which cannot provide audited financial
statements at or within the required period of time after
closing of the proposed transaction. The Company is
subject to all of the reporting requirements included in
the Exchange Act. Included in these requirements is the
duty of the Company to file audited financial statements
as part of or within 60 days following the due date for
filing its Form 8-K which is required to be filed with
the Securities and Exchange Commission within 15 days
following the completion of the business combination. If
such audited financial statements are not available at
closing, or within time parameters necessary to insure
the Company's compliance with the requirements of the
Exchange Act, or if the audited financial statements
provided do not conform to the representations made by
the target company, the closing documents may provide
that the proposed transaction will be voidable at the
discretion of the present management of the Company.
<P>
Management has orally agreed that it will advance to the
Company any additional funds which the Company needs for
operating capital and for costs in connection with
searching for or completing an acquisition or merger.
Such advances will be made without expectation of
repayment. There is no minimum or maximum amount
management will advance to the Company. The Company will
not borrow any funds to make any payments to the
Company's management, its affiliates or associates.
<P>
The Board of Directors has passed a resolution which
contains a policy that the Company will not seek a
business combination with any entity in which the
Company's officer, director, shareholders or any
affiliate or associate serves as an officer or director
or holds any ownership interest.
<P>
UNDERTAKINGS AND UNDERSTANDINGS REQUIRED OF TARGET
COMPANIES
<P>
As part of a business combination agreement, the Company
intends to obtain certain representations and warranties
from a target company as to its conduct following the
business combination. Such representations and warranties
may include (i) the agreement of the target company to
make all necessary filings and to take all other steps
necessary to remain a reporting company under the
Exchange Act (ii) imposing certain restrictions on the
timing and amount of the issuance of additional free-trading
stock, including stock registered on Form S-8 or
issued pursuant to Regulation S and (iii) giving
assurances of ongoing compliance with the Securities Act,
the Exchange Act, the General Rules and Regulations of
the Securities and Exchange Commission, and other
applicable laws, rules and regulations.
<P>
A prospective target company should be aware that the
market price and volume of its securities, when and if
listed for secondary trading, may depend in great measure
upon the willingness and efforts of successor management
to encourage interest in the Company within the United
States financial community. The Company does not have
the market support of an underwriter that would normally
follow a public offering of its securities. Initial
market makers are likely to simply post bid and asked
prices and are unlikely to take positions in the
Company's securities for their own account or customers
without active encouragement and a basis for doing so.
In addition, certain market makers may take short
positions in the Company's securities, which may result
in a significant pressure on their market price. The
Company may consider the ability and commitment of a
target company to actively encourage interest in its
securities following a business combination in deciding
whether to enter into a transaction with such company.
A business combination with the Company separates the
process of becoming a public company from the raising of
investment capital. As a result, a business combination
with Company normally will not be a beneficial
transaction for a target company whose primary reason for
becoming a public company is the immediate infusion of
capital. The Company may require assurances from the
target company that it has or that it has a reasonable
belief that it will have sufficient sources of capital to
continue operations following the business combination.
However, it is possible that a target company may give
such assurances in error, or that the basis for such
belief may change as a result of circumstances beyond the
control of the target company.
<P>
Prior to completion of a business combination, the
Company will generally require that it be provided with
written materials regarding the target company containing
such items as a description of products, services and
company history; management resumes; financial
information; available projections, with related
assumptions upon which they are based; an explanation of
proprietary products and services; evidence of existing
patents, trademarks, or service marks, or rights thereto;
present and proposed forms of compensation to management;
a description of transactions between such company and
its affiliates during relevant periods; a description of
present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and
estimated capital requirements; audited financial
statements, or if they are not available, unaudited
financial statements, together with reasonable assurances
that audited financial statements would be able to be
produced within a reasonable period of time not to exceed
75 days following completion of a business combination;
and other information deemed relevant.
<P>
COMPETITION
<P>
The Company will remain an insignificant participant
among the firms which engage in the acquisition of
business opportunities. There are many established
venture capital and financial concerns which have
significantly greater financial and personnel resources
and technical expertise than the Company. In view of the
Company's combined extremely limited financial resources
and limited management availability, the Company will
continue to be at a significant competitive disadvantage
compared to the Company's competitors.
<P>
ITEM 3. DESCRIPTION OF PROPERTY
--------------------------------
<P>
The Company has no properties and at this time has no
agreements to acquire any properties. The Company
currently uses the offices of management at no cost to
the Company. Management has agreed to continue this
arrangement until the Company completes an acquisition or
merger.
<P>
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
--------------------------------------------------------
<P>
The following table sets forth each person known by the
Company to be the beneficial owner of five percent or
more of the Company's Common Stock, all directors
individually and all directors and officers of the
Company as a group. Except as noted, each person has
sole voting and investment power with respect to the
shares shown.
[Download Table]
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
---------------------------------------------------------------
RGR Corp. (1) 5,000,000 100%
4400 Route 9, 2nd Floor
Freehold, New Jersey 07728
<P>
Richard Anslow (2) 5,000,000 100%
4400 Route 9, 2nd Floor
Freehold, New Jersey 07728
<P>
All Executive Officers
and Directors as a Group
(1 Person) 5,000,000 100%
<P>
(1) Mr. Anslow is the controlling shareholder, sole
director and officer of RGR Corp. RGR Corp. serves as a
marketing and consulting company for Richard Anslow &
Associates and its affiliated companies. RGR Corp. has
agreed to provide certain services to the Company. See
"PLAN OF OPERATIONS General Business Plan".
<P>
(2) As the controlling shareholder, sole director and
officer of RGR Corp., Mr. Anslow is deemed to be the
beneficial owner of the common stock of the Company owned
by RGR Corp.
<P>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS.
-----------------------------------------------------
<P>
The Company has one Director and Officer as follows:
[Download Table]
Name Age Positions and Offices Held
Richard I. Anslow 38 President/Secretary/Director
<P>
There are no agreements or understandings for the officer
or director to resign at the request of another person
and the above-named officer and director is not acting on
behalf of nor will act at the direction of any other
person.
<P>
Set forth below is the name of the director and officer
of the Company, all positions and offices with the
Company held, the period during which he has served as
such, and the business experience during at least the
last five years:
<P>
Richard I. Anslow, Esq., received a Bachelor of Science
in Accounting from University of Buffalo in 1982, a Juris
Doctor from Cardozo School of Law in 1985.
<P>
CURRENT AND FUTURE BLANK CHECK COMPANIES
<P>
Management is, has been and may be in the future, an
officer, director and/or beneficial shareholder of other
blank check companies including those listed below. The
initial business purpose of each of these companies was
or is to engage in a business combination with an
unidentified company or companies and each were or will
be classified as a blank check company until completion
of a business combination. The following chart
summarizes certain information concerning blank check
companies with which management is or has been involved
whose registration statements are effective as of the
date hereof. In most instances that a business
combination is transacted with one of these companies, it
is required to file a Current Report on form 8-K
describing the transaction. Reference is made to the
Form 8-K filed for any company listed below for detailed
information concerning the business combination entered
into by that company.
[Download Table]
Registration Form/
Effective Date/File
Corporation Number Status
Segway Corp. Form 10-SB Has not entered into
4/5/2000/0-28773 an agreement for a
business combination
<P>
CONFLICTS OF INTEREST
<P>
The Company's officer and director has organized and
expects to organize other companies of a similar nature
and with a similar purpose as the Company. Consequently,
there are potential inherent conflicts of interest in
acting as an officer and director of the Company. Insofar
as the officer and director is engaged in other business
activities, management anticipates that it will devote
only a minor amount of time to the Company's affairs. The
Company does not have a right of first refusal pertaining
to opportunities that come to management's attention
insofar as such opportunities may relate to the Company's
proposed business operations.
<P>
A conflict may arise in the event that another blank
check company with which management is affiliated is
formed and actively seeks a target company. It is
anticipated that target companies will be located for the
Company and other blank check companies in chronological
order of the date of formation of such blank check
companies or, in the case of blank check companies formed
on the same date, alphabetically. However, any blank
check companies with which management is, or may be,
affiliated may differ from the Company in certain items
such as place of incorporation, number of shares and
shareholders, working capital, types of authorized
securities, or other items. It may be that a target
company may be more suitable for or may prefer a certain
blank check company formed after the Company. In such
case, a business combination might be negotiated on
behalf of the more suitable or preferred blank check
company regardless of date of formation. Mr. Anslow will
be responsible for seeking, evaluating, negotiating and
consummating a business combination with a target company
which may result in terms providing benefits to Mr.
Anslow.
<P>
Mr. Anslow is the principal of Richard I. Anslow &
Associates, a securities law firm located in Freehold,
NJ. As such, demands may be placed on the time of Mr.
Anslow which will detract from the amount of time he is
able to devote to the Company. Mr. Anslow intends to
devote as much time to the activities of the Company as
required. However, should such a conflict arise, there
is no assurance that Mr. Anslow would not attend to other
matters prior to those of the Company. Mr. Anslow
projects that initially up to ten hours per month of his
time may be spent locating a target company which amount
of time would increase when the analysis of, and
negotiations and consummation with, a target company are
conducted.
<P>
Mr. Anslow is the president, director and controlling
shareholder of RGR Corp., a New Jersey corporation, which
owns 5,000,000 shares of the Company's common stock. At
the time of a business combination, management expects
that some or all of the shares of Common Stock owned by
RGR Corp. will be purchased by the target company or
retired by the Company. The amount of Common Stock sold
or continued to be owned by RGR Corp. cannot be
determined at this time.
<P>
The terms of business combination may include such terms
as Mr. Anslow remaining a director or officer of the
Company and/or the continuing securities or other legal
work of the Company being handled by the law firm of
which Mr. Anslow is the principal. The terms of a
business combination may provide for a payment by cash or
otherwise to RGR Corp. for the purchase or retirement of
all or part of its common stock of the Company by a
target company or for services rendered incident to or
following a business combination. Mr. Anslow would
directly benefit from such employment or payment. Such
benefits may influence Mr. Anslow's choice of a target
company.
<P>
The Company may agree to pay finder's fees, as
appropriate and allowed, to unaffiliated persons who may
bring a target company to the Company where that
reference results in a business combination. No finder's
fee of any kind will be paid by the Company to management
or promoters of the Company or to their associates or
affiliates. No loans of any type have, or will be, made
by the Company to management or promoters of the Company
or to any of their associates or affiliates.
<P>
The Company will not enter into a business combination,
or acquire any assets of any kind for its securities, in
which management of the Company or any affiliates or
associates have any interest, direct or indirect.
<P>
There are no binding guidelines or procedures for
resolving potential conflicts of interest. Failure by
management to resolve conflicts of interest in favor of
the Company could result in liability of management to
the Company. However, any attempt by shareholders to
enforce a liability of management to the Company would
most likely be prohibitively expensive and time
consuming.
<P>
INVESTMENT COMPANY ACT OF 1940
<P>
Although the Company will be subject to regulation under
the Securities Act of 1933 and the Securities Exchange
Act of 1934, management believes the Company will not be
subject to regulation under the Investment Company Act of
1940 insofar as the Company will not be engaged in the
business of investing or trading in securities. In the
event the Company engages in business combinations which
result in the Company holding passive investment
interests in a number of entities the Company could be
subject to regulation under the Investment Company Act of
1940. In such event, the Company would be required to
register as an investment company and could be expected
to incur significant registration and compliance costs.
The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of
the Company under the Investment Company Act of 1940. Any
violation of such Act would subject the Company to
material adverse consequences.
<P>
ITEM 6. EXECUTIVE COMPENSATION.
--------------------------------
<P>
The Company's officer and director does not receive any
compensation for his services rendered to the Company,
has not received such compensation in the past, and is
not accruing any compensation pursuant to any agreement
with the Company. However, the officer and director of
the Company anticipates receiving benefits as a
beneficial shareholder of the Company and, possibly, in
other ways. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS Conflicts of Interest".
<P>
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been
adopted by the Company for the benefit of its employees.
<P>
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------------------------------------------------------
<P>
The Company has issued a total of 5,000,000 shares of
Common Stock to the following persons for a total of $500
in cash:
<P>
Name Number of Total Shares Consideration
RGR Corp. 5,000,000 $500
<P>
Mr. Anslow is the sole director, controlling shareholder
and president of RGR Corp. With respect to the sales
made to RGR Corp. the Company relied upon Section 4(2) of
the Securities Act of 1933, as amended (the "Securities
Act") and Rule 506 promulgated thereunder.
<P>
ITEM 8. DESCRIPTION OF SECURITIES.
-----------------------------------
<P>
The authorized capital stock of the Company consists of
100,000,000 shares of Common Stock, par value $.0001 per
share, and 20,000,000 shares of Preferred Stock, par
value $.0001 per share. The following statements relating
to the capital stock set forth the material terms of the
Company's securities; however, reference is made to the
more detailed provisions of, and such statements are
qualified in their entirety by reference to, the
Certificate of Incorporation and the By-laws, copies of
which are filed as exhibits to this registration
statement.
<P>
COMMON STOCK
<P>
Holders of shares of common stock are entitled to one
vote for each share on all matters to be voted on by the
stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are
entitled to share ratably in dividends, if any, as may be
declared from time to time by the Board of Directors in
its discretion from funds legally available therefor. In
the event of a liquidation, dissolution or winding up of
the Company, the holders of common stock are entitled to
share pro rata all assets remaining after payment in full
of all liabilities. All of the outstanding shares of
common stock are fully paid and non-assessable.
Holders of common stock have no preemptive rights to
purchase the Company's common stock. There are no
conversion or redemption rights or sinking fund
provisions with respect to the common stock.
<P>
PREFERRED STOCK
<P>
The Board of Directors is authorized to provide for the
issuance of shares of preferred stock in series and, by
filing a certificate pursuant to the applicable law of
New Jersey, to establish from time to time the number of
shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations
or restrictions thereof without any further vote or
action by the shareholders. Any shares of preferred stock
so issued would have priority over the common stock with
respect to dividend or liquidation rights. Any future
issuance of preferred stock may have the effect of
delaying, deferring or preventing a change in control of
the Company without further action by the shareholders
and may adversely affect the voting and other rights of
the holders of common stock. At present, the Company has
no plans to issue any preferred stock nor adopt any
series, preferences or other classification of preferred
stock.
<P>
The issuance of shares of preferred stock, or the
issuance of rights to purchase such shares, could be used
to discourage an unsolicited acquisition proposal. For
instance, the issuance of a series of preferred stock
might impede a business combination by including class
voting rights that would enable the holder to block such
a transaction, or facilitate a business combination by
including voting rights that would provide a required
percentage vote of the stockholders. In addition, under
certain circumstances, the issuance of preferred stock
could adversely affect the voting power of the holders of
the common stock. Although the Board of Directors is
required to make any determination to issue such stock
based on its judgment as to the best interests of the
stockholders of the Company, the Board of Directors could
act in a manner that would discourage an acquisition
attempt or other transaction that some, or a majority, of
the stockholders might believe to be in their best
interests or in which stockholders might receive a
premium for their stock over the then market price of
such stock. The Board of Directors does not at present
intend to seek stockholder approval prior to any issuance
of currently authorized stock, unless otherwise required
by law or stock exchange rules. The Company has no
present plans to issue any preferred stock.
<P>
DIVIDENDS
<P>
Dividends, if any, will be contingent upon the Company's
revenues and earnings, if any, capital requirements and
financial conditions. The payment of dividends, if any,
will be within the discretion of the Company's Board of
Directors. The Company presently intends to retain all
earnings, if any, for use in its business operations and
accordingly, the Board of Directors does not anticipate
declaring any dividends prior to a business combination.
<P>
TRADING OF SECURITIES IN SECONDARY MARKET
<P>
The National Securities Market Improvement Act of 1996
limited the authority of states to impose restrictions
upon sales of securities made pursuant to Sections 4(1)
and 4(3) of the Securities Act of companies which file
reports under Sections 13 or 15(d) of the Exchange Act.
Upon effectiveness of this Registration Statement, the
Company will be required to, and will, file reports under
Section 13 of the Exchange Act. As a result, sales of
the Company's common stock in the secondary market by the
holders thereof may then be made pursuant to Section 4(1)
of the Securities Act (sales other than by an issuer,
underwriter or broker).
Following a business combination, a target company will
normally wish to list the Company's common stock for
trading in one or more United States markets. The target
company may elect to apply for such listing immediately
following the business combination or at some later time.
<P>
In order to qualify for listing on the Nasdaq SmallCap
Market, a company must have at least (i) net tangible
assets of $4,000,000 or market capitalization of
$50,000,000 or net income for two of the last three years
of $750,000; (ii) public float of 1,000,000 shares with a
market value of $5,000,000; (iii) a bid price of $4.00;
(iv) three market makers; (v) 300 shareholders and (vi)
an operating history of one year or, if less than one
year, $50,000,000 in market capitalization. For continued
listing on the Nasdaq SmallCap Market, a company must
have at least (i) net tangible assets of $2,000,000 or
market capitalization of $35,000,000 or net income for
two of the last three years of $500,000; (ii) a public
float of 500,000 shares with a market value of
$1,000,000; (iii) a bid price of $1.00; (iv) two market
makers; and (v) 300 shareholders.
<P>
If, after a business combination, the Company does not
meet the qualifications for listing on the Nasdaq
SmallCap Market, the Company's may apply for quotation of
its securities on the NASD OTC Bulletin Board. In certain
cases the Company may elect to have its securities
initially quoted in the "pink sheets" published by the
National Quotation Bureau, Inc.
<P>
TRANSFER AGENT
<P>
It is anticipated that Interwest Transfer Company, Inc.,
Salt Lake City, Utah will act as transfer agent for the
common stock of the Company.
<P>
GLOSSARY
<P>
"Blank Check" Company As defined in Section 7(b)(3) of
-------------
the Securities Act, a "blank check" company is a
development stage company that has no specific business
plan or purpose or has indicated that its business plan
is to engage in a merger or acquisition with an
unidentified company or companies and is issuing "penny
stock" securities as defined in Rule 3a51-1 of the
Exchange Act.
<P>
Business Combination Normally a merger, stock-for-
-------------------- stock exchange or stock-for-
assets exchange between the
Registrant and a target company.
<P>
The Company or The corporation whose common stock
the Registrant is the subject of this Registration
-------------- Statement.
<P>
Exchange Act The Securities Exchange Act of 1934, as
------------ amended.
"Penny Stock"
Security As defined in Rule 3a51-1 of
--------- the Exchange Act, a "penny stock" security
is any equity security other than a
security (i) that is a reported security (ii) that is
issued by an investment company (iii) that is a put or
call issued by the Option Clearing Corporation (iv) that
has a price of $5.00 or more (except for purposes of
Rule 419 of the Securities Act)(v) that is registered on
a national securities exchange (vi) that is authorized
for quotation on the Nasdaq Stock Market, unless other
provisions of Rule 3a51-1 are not satisfied, or (vii)
that is issued by an issuer with (a) net tangible assets
in excess of $2,000,000, if in continuous operation for
more than three years or $5,000,000 if in operation for
less than three years or (b) average revenue of at least
$6,000,000 for the last three years.
<P>
Securities Act The Securities Act of 1933, as
--------------
amended.
<P>
PART II
<P>
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
---------------------------------------------------
<P>
(A) MARKET PRICE. There is no trading market for
the Company's Common Stock at present and there has been
no trading market to date. There is no assurance that a
trading market will ever develop or, if such a market
does develop, that it will continue.
<P>
The Securities and Exchange Commission has adopted
Rule 15g-9 which establishes the definition of a "penny
stock," for purposes relevant to the Company, as any
equity security that has a market price of less than
$5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a
person's account for transactions in penny stocks and
(ii) the broker or dealer receive from the investor a
written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions
in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and
objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are
suitable for that person and that person has sufficient
knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny
stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock
market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability
determination and (ii) that the broker or dealer received
a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the
risks of investing in penny stocks in both public
offerings and in secondary trading, and about commissions
payable to both the broker-dealer and the registered
representative, current quotations for the securities and
the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price
information for the penny stock held in the account and
information on the limited market in penny stocks.
<P>
(B) HOLDERS. There is one holder of the Company's
Common Stock. The issued and outstanding shares of the
Company's Common Stock were issued in accordance with the
exemptions from registration afforded by Section 4(2) of
the Securities Act of 1933 and Rule 506 promulgated
thereunder.
<P>
(C) DIVIDENDS. The Company has not paid any
dividends to date, and has no plans to do so in the
immediate future.
<P>
ITEM 2. LEGAL PROCEEDINGS.
---------------------------
<P>
There is no litigation pending or threatened by or
against the Company.
<P>
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
---------------------------------------------------------
<P>
The Company has not changed accountants since its
formation and there are no disagreements with the
findings of its accountants.
<P>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
-------------------------------------------------
<P>
During the past three years, the Company has sold
securities which were not registered as follows:
<P>
[Download Table]
Date Name Number
of Shares Consideration
---------------- ------- --------- -------------
January 21, 2000 RGR Corp 5,000,000 $500
<P>
Mr. Anslow is the sole director, controlling shareholder
and president of RGR Corp. With respect to the sales
made to RGR Corp., the Company relied upon Section 4(2)
of the Securities Act of 1933, as amended and Rule 506
promulgated thereunder.
<P>
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
---------------------------------------------------
<P>
Section 14A:3-5 of the Business Corporation Law of the
State of New Jersey provides that any corporation shall
have the power to indemnify a corporate agent against his
expenses and liabilities in connection with any
proceeding involving the corporate agent by reason of his
being or having been a corporate agent if such corporate
agent acted in good faith and in the best interest of the
corporation and with respect to any criminal proceeding,
such corporate agent has no reasonable cause to believe
his conduct was unlawful.
<P>
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED
TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION
OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH
INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN
THE ACT AND IS THEREFORE UNENFORCEABLE.
<P>
PART F/S
<P>
FINANCIAL STATEMENTS.
SEGWAY I CORP.
<P>
FINANCIAL STATEMENTS
<P>
From January 21,2000(Inception) Through January 31,2000
<P>
Segway I Corp.
<P>
Financial Statements Table of Contents
From January 21, 2000 (Inception) Through January 31,
2000
<P>
[Download Table]
FINANCIAL STATEMENTS Page #
<P>
Independent Auditor's Report 1
<P>
Balance Sheet 2
<P>
Statement of Operations and Retained Deficit 3
<P>
Cash Flow Statement 4
<P>
Notes to the Financial Statements 5-7
<P>
INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS
<P>
To the Board of Directors and Stockholder
Segway I Corp.
Freehold, New Jersey
<P>
We have audited the accompanying balance sheet of Segway
I Corp. as of January 31, 2000, and the related
statements of operations and retained earnings, and cash
flows from January 21, 2000 (inception) through January
30, 2000. These financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these
financial statements based on our audit.
<P>
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for
our opinion.
<P>
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Segway I Corp., as of January 31,
2000 and the results of its operations and its cash flows
for the nine days then ended in conformity with generally
accepted accounting principles.
<P>
/s/Varma and Associates
Varma and Associates
Certified Public Accountants
Longwood, Florida
February 1, 2000
<P>
SEGWAY I CORP.
BALANCE SHEET
As of January 31, 2000
<P>
ASSETS
[Download Table]
CURRENT ASSETS
<P>
Cash $ 500
<P>
TOTAL ASSETS $ 500
============
<P>
LIABILITIES AND STOCKHOLDER'S EQUITY
<P>
CURRENT LIABILITIES
<P>
Accrued expenses $ 150
<P>
TOTAL LIABILITIES 150
<P>
STOCKHOLDER'S EQUITY
<P>
Common Stock - par value $0.0001; 100,000,000 shares
authorized; 5,000,000 issued and outstanding 500
<P>
Preferred Stock - Par value $0.0001; 20,000,000 shares
authorized; none issued and outstanding 0
<P>
Retained earnings (150)
------------
Total stockholder's equity 350
<P>
TOTAL LIABILITIES AND EQUITY $ 500
============
<P>
The accompanying notes are an integral part of these financial statements.
<P>
SEGWAY I CORP.
STATEMENT OF OPERATIONS
From January 21, 2000 (Inception) Through January 31, 2000
<P>
[Download Table]
REVENUE Sales $ 0
Cost of sales 0
------------
GROSS PROFIT 0
<P>
GENERAL AND ADMINISTRATIVE EXPENSES
<P>
Legal and Accounting Fees 150
<P>
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 150
<P>
Net accumulated deficit (150)
<P>
Retained Earnings, Beginning Balance 0
<P>
Retained Earnings, Ending Balance (150)
<P>
NET EARNINGS PER SHARE
Basic and Diluted
Net loss per share $ (0.000003)
<P>
Basic and Diluted Weighted Average
Number of Common Shares Outstanding 5,000,000
<P>
The accompanying notes are an integral part of these financial statements.
<P>
SEGWAY I CORP.
STATEMENT OF CASH FLOWS
From January 21, 2000 (Inception) Through January 31, 2000
<P>
[Download Table]
CASH FLOWS FROM OPERATING ACTIVITIES
<P>
Net income (loss) $ (150)
<P>
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
<P>
Increases in Accrued Expenses 150
<P>
NET CASH PROVIDED OR (USED) IN OPERATIONS 0
<P>
CASH FLOWS FROM FINANCING ACTIVITIES
<P>
Proceeds from issuance of common stock 500
<P>
CASH RECONCILIATION
<P>
Net increase (decrease) in cash 500
Cash
<P>
CASH BALANCE AT END OF YEAR $ 500
==========
<P>
The accompanying notes are an integral part of these financial statements.
<P>
SEGWAY I CORP.
As of January 31, 2000
(See Audit Report)
<P>
1. Summary of significant accounting policies:
-------------------------------------------
<P>
Industry - Segway I Corp. (The Company), a Company
--------
incorporated in the state of New Jersey during January of
2000, plans to locate and negotiate with a business
entity for the combination of that target company with
The Company. The combination will normally take the form
of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish
to structure the business combination to be within the
definition of a tax-free reorganization under Section 351
or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can given that The Company will
be successful in locating or negotiating with any target
company.
<P>
The Company has been formed to provide a method for a
foreign or domestic private company to become a reporting
("public") company whose securities are qualified for
trading in the United States secondary market.
<P>
Results of operations and Ongoing Entity - The Company is
----------------------------------------
considered to be an ongoing entity. The Company's sole
shareholder, RGR Corp., of the Company funds any
shortfalls in the Company's cash flow on a day to day
basis during the time period that The Company is in the
development stage.
<P>
Liquidity and Capital Resources - In addition to the
-------------------------------
stockholder funding capital shortfalls; The Company
anticipates interested investors that intend to fund the
Company's growth once a business is located.
<P>
Cash and Cash Equivalents - The Company considers cash on
-------------------------
hand and amounts on deposit with financial institutions
which have original maturities of three months or less to
be cash and cash equivalents.
<P>
Basis of Accounting - The Company's financial statements
------------------- are prepared in accordance with
generally accepted accounting principles.
<P>
Income Taxes - The Company utilizes the asset and
liability
------------
method to measure and record deferred income tax assets
and liabilities. Deferred tax assets and liabilities
reflect the future income tax effects of temporary
differences between the financial statement carrying
amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax
rates that apply to taxable income in the years in which
those temporary differences are expected to be recovered
or settled. Deferred tax assets are reduced by a
valuation allowance when in the opinion of
management, it is more likely than not that some portion
or all of the deferred tax assets will not be realized.
At this time, The Company has set up an allowance for
deferred taxes as there is no company history to indicate
the usage of deferred tax assets and liabilities.
<P>
Fair Value of Financial Instruments The Company's
-----------------------------------
financial instruments may include cash and cash
equivalents, short-term investments, accounts receivable,
accounts payable and liabilities to banks and
shareholders. The carrying amount of long-term debt to
banks approximates fair value based on interest rates
that are currently available to The Company for issuance
of debt with similar terms and remaining maturities. The
carrying amounts of other financial instruments
approximate their fair value because of short-term
maturities.
<P>
Concentrations of Credit Risk - Financial instruments
which
-----------------------------
potentially expose The Company to concentrations of
credit risk consist principally of operating demand
deposit accounts. The Company's policy is to place its
operating demand deposit accounts with high credit
quality financial institutions. At this time The Company
has no deposits that are at risk.
<P>
2. Related Party Transactions and Going Concern:
---------------------------------------------
<P>
The Company's financial statements have been presented on
the basis that it is a going concern in the development
stage, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of
business. At this time The Company has not identified
the business that it wishes to engage in.
<P>
The Company's sole shareholder, RGR Corp., funds The
Company's activities while The Company takes steps to
locate and negotiate with a business entity for
combination; however, there can be no assurance these
activities will be successful.
<P>
3. Accounts Receivable and Customer Deposits:
------------------------------------------
<P>
Accounts receivable and Customer deposits do not exist at
this time and therefore have no allowances accounted for
or disclosures made.
<P>
4. Use of Estimates:
-----------------
<P>
Management uses estimates and assumptions in preparing
these financial statements in accordance with generally
accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and
liabilities, and the reported revenue and expenses.
Management has no reason to make estimates at this time.
<P>
5. Revenue and Cost Recognition:
-----------------------------
<P>
The Company uses the accrual basis of accounting for
financial statement reporting. Revenues are recognized
when products are shipped and expenses realized when
obligations are incurred.
<P>
6. Accrued expenses:
-----------------
<P>
Accrued expenses consist of accrued legal and accounting
fees during this stage of the business.
<P>
7. Operating Lease Agreements:
---------------------------
<P>
The Company has no agreements at this time.
<P>
8. Stockholder's Equity:
---------------------
<P>
Common Stock includes 100,000,000 shares authorized at a
par value of $0.0001, of which 5,000,000 have been issued
for the amount of $500. The Company has also authorized
20,000,000 shares of preferred stock at a par value of
$0.0001, non of which had been issued.
<P>
9. Subsequent event:
-----------------
<P>
No material events have occurred subsequent to the
balance sheet date.
<P>
10. Required Cash Flow Disclosure for Interest and Taxes
Paid:
-----------------------------------------------------
<P>
The company has paid no amounts for federal income taxes
and interest.
<P>
11. Earnings Per Share:
-------------------
<P>
Basic earnings per share ("EPS") is computed by dividing
earnings available to common shareholders by the
weighted-average number of common shares outstanding for
the period as required by the Financial Accounting
Standards Board (FASB) under Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of
securities that could share in the earnings.
<P>
ITEM 1. INDEX TO EXHIBITS
---------------------------
<P>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------------------------
<P>
2.1 Certificate of Incorporation
2.2 By-laws
<P>
SIGNATURES
<P>
In accordance with Section 12 of the Securities Exchange
Act of 1934, the Registrant caused this Registration
Statement to be signed on its behalf by the undersigned
thereunto duly authorized.
<P>
SEGWAY CORP.
<P>
By: /s/ Richard I. Anslow
-------------------------
Richard I. Anslow, Director and President
<P>
February 10, 2000
<P>
Dates Referenced Herein
| This ‘10SB12G’ Filing | | Date | | Other Filings |
|---|
| |  |
| Filed on: | | 2/11/00 | | None on these Dates |
| | 2/10/00 |
| | 2/1/00 |
| | 1/31/00 |
| | 1/30/00 |
| | 1/21/00 |
| List all Filings |
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