Attached files
| file | filename |
|---|---|
| EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - SEGWAY IV CORP | f10q0909ex32i_segway4.htm |
| EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - SEGWAY IV CORP | f10q0909ex31i_segway4.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
10-Q
_______________
|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended September 30, 2009
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition period from
______to______.
SEGWAY
IV CORP.
(Exact
name of registrant as specified in Charter
|
New
Jersey
|
000-30327
|
22-3719169
|
||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification No.)
|
213
South Oak Avenue, Owatonna, Minnesota 55060
(Address
of Principal Executive Offices)
_______________
(507)
446-9166
(Issuer
Telephone number)
_______________
(Former
Name or Former Address if Changed Since Last Report)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ¨No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
Large
Accelerated Filer o Accelerated
Filer o Non-Accelerated
Filer o Smaller
Reporting Company x
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
Yes x No o
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of October 20, 2009: 5,250,000 shares of common stock.
SEGWAY IV CORP.
FORM 10-Q
September
30, 2009
INDEX
|
PART
I-- FINANCIAL INFORMATION
|
||
|
Item
1.
|
Financial
Statements
|
F-1
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
1
|
|
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
2
|
|
Item
4T.
|
Controls
and Procedures
|
2
|
|
PART
II-- OTHER INFORMATION
|
||
|
Item
1
|
Legal
Proceedings
|
3
|
|
Item
1A.
|
Risk
Factors
|
3
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
3
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
3
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
3
|
|
Item
5.
|
Other
Information
|
3
|
|
Item
6.
|
Exhibits
and Reports on Form 8-K
|
3
|
|
SIGNATURE
|
4 | |
SEGWAY IV
CORP.
(a
development stage company)
FINANCIAL
STATEMENTS
AS OF
SEPTEMBER 30, 2009
SEGWAY IV
CORP.
(a
development stage company)
Financial
Statements Table of Contents
| FINANCIAL STATEMENTS | Page # |
| Balance Sheet | F-1 |
| Statement of Operations and Retained Deficit | F-2 |
| Statement of Stockholders Equity | F-3 |
| Cash Flow Statement | F-4 |
| Notes to the Financial Statements | F-5 |
SEGWAY
IV CORP.
(a
development stage company)
BALANCE
SHEETS
As
of September 30, 2009 and December 31, 2008
|
ASSETS
|
||||||||
| CURRENT ASSETS | 9/30/2009 | 12/31/2008 | ||||||
| Cash | $ | - | $ | - | ||||
| Total Current Assets | - | - | ||||||
| TOTAL ASSETS | $ | - | $ | - | ||||
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
||||||||
| CURRENT LIABILITIES | ||||||||
| Accrued Expenses | $ | 17,150 | $ | 15,850 | ||||
| Total Current Liabilities | 17,150 | 15,850 | ||||||
| TOTAL LIABILITIES | 17,150 | 15,850 | ||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Preferred Stock - Par value $0.0001; | ||||||||
| Authorized: 20,000,000 | ||||||||
| None issues and outstanding | - | - | ||||||
| Common Stock - Par value $0.0001; | ||||||||
| Authorized: 100,000,000 | ||||||||
| Issued and Outstanding: 5,250,000 | 525 | 525 | ||||||
| Additional Paid-In Capital | 425 | 425 | ||||||
| Accumulated Deficit | (18,100 | ) | (16,800 | ) | ||||
| Total Stockholders' Equity | (17,150 | ) | (15,850 | ) | ||||
| TOTAL LIABILITIES AND EQUITY | $ | - | $ | - | ||||
The
accompanying notes are an integral part of these financial
statements.
F-1
SEGWAY
IV CORP.
(a
development stage company)
STATEMENT
OF OPERATIONS
For
the nine months ending September 30, 2009 and 2008
From
inception (March 31, 2000) through September 30, 2009
|
9
MONTHS
|
9
MONTHS
|
|||||||||||
|
ENDING
|
ENDING
|
FROM
|
||||||||||
|
9/30/2009
|
9/30/2008
|
INCEPTION
|
||||||||||
|
REVENUE
|
$ | - | $ | - | $ | - | ||||||
|
COST
OF SERVICES
|
- | - | - | |||||||||
|
GROSS PROFIT OR (LOSS)
|
- | - | - | |||||||||
|
GENERAL AND ADMINISTRATIVE
EXPENSES
|
1,300 | 1,050 | 18,100 | |||||||||
|
NET INCOME (LOSS)
|
(1,300 | ) | (1,050 | ) | (18,100 | ) | ||||||
|
ACCUMULATED DEFICIT, BEGINNING
BALANCE
|
(16,800 | ) | (14,300 | ) | - | |||||||
|
ACCUMULATED DEFICIT, ENDING
BALANCE
|
$ | (18,100 | ) | $ | (15,350 | ) | $ | (18,100 | ) | |||
|
Earnings (loss) per share
|
$ | (0.0002 | ) | $ | (0.0002 | ) | ||||||
|
Weighted average number of common
shares
|
5,250,000 | 5,250,000 | ||||||||||
SEGWAY
IV CORP.
(a
development stage company)
STATEMENT
OF OPERATIONS
For
the three months ending September 30, 2009 and 2008
|
3
MONTHS
|
3
MONTHS
|
|||||||
|
ENDING
|
ENDING
|
|||||||
|
9/30/2009
|
9/30/2008
|
|||||||
|
REVENUE
|
$ | - | $ | - | ||||
|
COST
OF SERVICES
|
- | - | ||||||
|
GROSS PROFIT OR (LOSS)
|
- | - | ||||||
|
GENERAL AND ADMINISTRATIVE
EXPENSES
|
600 | 350 | ||||||
|
NET INCOME (LOSS)
|
(600 | ) | (350 | ) | ||||
|
ACCUMULATED DEFICIT, BEGINNING
BALANCE
|
(17,500 | ) | (15,000 | ) | ||||
|
ACCUMULATED DEFICIT, ENDING
BALANCE
|
$ | (18,100 | ) | $ | (15,350 | ) | ||
The
accompanying notes are an integral part of these financial
statements.
F-2
SEGWAY
IV CORP.
(a
development stage company)
STATEMENT
OF STOCKHOLDERS' EQUITY
From
inception (March 31, 2000) through September 30, 2009
| COMMON |
ADDITIONAL
|
ACCUM.
|
TOTAL
|
|||||||||||||||||
|
SHARES
|
STOCK
|
PAID
IN
|
DEFICIT
|
EQUITY
|
||||||||||||||||
|
Stock
Issued for cash
|
5,250,000 | $ | 525 | $ | 225 | $ | - | $ | 750 | |||||||||||
|
Net
Loss
|
(837 | ) | (837 | ) | ||||||||||||||||
|
Total,
December 31, 2000
|
5,250,000 | 525 | 225 | (837 | ) | (87 | ) | |||||||||||||
|
Contributed
capital by shareholders
|
124 | 124 | ||||||||||||||||||
|
Net
Loss
|
(926 | ) | (926 | ) | ||||||||||||||||
|
Total,
December 31, 2001
|
5,250,000 | 525 | 349 | (1,763 | ) | (889 | ) | |||||||||||||
|
Contributed
capital by shareholders
|
76 | 76 | ||||||||||||||||||
|
Net
Loss
|
(912 | ) | (912 | ) | ||||||||||||||||
|
Total,
December 31, 2002
|
5,250,000 | 525 | 425 | (2,675 | ) | (1,725 | ) | |||||||||||||
|
Net
Loss
|
(3,825 | ) | (3,825 | ) | ||||||||||||||||
|
Total,
December 31, 2003
|
5,250,000 | 525 | 425 | (6,500 | ) | (5,550 | ) | |||||||||||||
|
Net
Loss
|
(1,925 | ) | (1,925 | ) | ||||||||||||||||
|
Total,
December 31, 2004
|
5,250,000 | 525 | 425 | (8,425 | ) | (7,475 | ) | |||||||||||||
|
Net
Loss
|
(2,075 | ) | (2,075 | ) | ||||||||||||||||
|
Total,
December 31, 2005
|
5,250,000 | 525 | 425 | (10,500 | ) | (9,550 | ) | |||||||||||||
|
Net
Loss
|
(1,300 | ) | (1,300 | ) | ||||||||||||||||
|
Total,
December 31, 2006
|
5,250,000 | 525 | 425 | (11,800 | ) | (10,850 | ) | |||||||||||||
|
Net
Loss
|
(2,500 | ) | (2,500 | ) | ||||||||||||||||
|
Total,
December 31, 2007
|
5,250,000 | 525 | 425 | (14,300 | ) | (13,350 | ) | |||||||||||||
|
Net
Loss
|
(2,500 | ) | (2,500 | ) | ||||||||||||||||
|
Total,
December 31, 2008
|
5,250,000 | 525 | 425 | (16,800 | ) | (15,850 | ) | |||||||||||||
|
Net
Loss
|
(1,300 | ) | (1,300 | ) | ||||||||||||||||
|
Total,
September 30, 2009
|
5,250,000 | $ | 525 | $ | 425 | $ | (18,100 | ) | $ | (17,150 | ) | |||||||||
The
accompanying notes are an integral part of these financial
statements.
F-3
SEGWAY
IV CORP.
(a
development stage company)
STATEMENTS
OF CASH FLOWS
For
the nine months ending September 30, 2009 and 2008,
from
inception (March 31, 2000) through September 30, 2009
|
9
MONTHS
|
9
MONTHS
|
|||||||||||
|
ENDING
|
ENDING
|
FROM
|
||||||||||
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
9/30/2009
|
9/30/2008
|
INCEPTION
|
|||||||||
| Net income (loss) | $ | (1,300 | ) | $ | (1,050 | ) | $ | (18,100 | ) | |||
| Increase (Decrease) in Accrued Expenses | 1,300 | 1,050 | 17,150 | |||||||||
| Net cash provided by (used in) operating activities | - | - | (950 | ) | ||||||||
|
CASH FLOWS FROM INVESTING
ACTIVITIES
|
||||||||||||
| None | - | - | - | |||||||||
| Net cash flows provided by (used in) investing activities | - | - | - | |||||||||
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||
| Proceeds from capital contributions | - | - | 200 | |||||||||
| Proceeds from stock issuance | - | - | 750 | |||||||||
| Net cash flows provided by (used in) financing activities | - | - | 950 | |||||||||
|
CASH RECONCILIATION
|
||||||||||||
| Net increase (decrease) in cash | - | - | - | |||||||||
| Cash - beginning balance | - | - | - | |||||||||
|
CASH BALANCE - END OF
PERIOD
|
$ | - | $ | - | $ | - | ||||||
The
accompanying notes are an integral part of these financial
statements.
F-4
SEGWAY
IV CORP.
(a
development stage business)
FOOTNOTES
TO THE FINANCIAL STATEMENTS
1. Summary of significant
accounting policies:
Industry - Segway IV Corp. (The Company), a
Company incorporated in the state of New Jersey as of March 31, 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 be given that The Company will be successful in locating or
negotiating with any target company.
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.
Results of Operations and
Ongoing Entity - The Company is considered to be an ongoing entity. The
Company’s shareholders fund 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.
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.
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.
Basis of Accounting -
The Company’s financial statements are prepared in accordance with generally
accepted accounting principles.
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.
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.
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.
F-5
2.
Related Party Transactions and Going Concern:
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.
The
Company’s shareholders fund 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.
3.
Accounts Receivable and Customer Deposits:
Accounts
receivable and Customer deposits do not exist at this time and therefore have no
allowances accounted for or disclosures made.
4. Use of
Estimates:
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.
5. Revenue and Cost
Recognition:
The
Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
6.
Accrued Expenses:
Accrued
expenses consist of accrued legal, accounting and office costs during this stage
of the business.
7. Income
Taxes:
The
income tax payable that was accrued for the quarter ended September 30, 2008 was
offset by the Company’s net operating loss carry-forward therefore the
provisions for income tax in the income statement is $0. For the nine
months ended September 30, 2008 the Company had an operating loss of $1,050,
which is a loss that can be carried forward to offset future income for a period
of 20 years. The Company has net operating loss carry-forwards that were derived
solely from operating losses. These amounts can be carried forward to be used to
offset future income for tax purposes for a period of 20 years for each year’s
loss. The accounting for these losses derives a deferred tax asset from
inception to the period ended September 30, 2008 of 3,070.
No provision was made for federal
income tax since the Company has significant net operating losses. From
inception through September 30, 2008, the Company incurred net operating losses
for tax purposes of approximately $15,350. The net operating loss carry forwards
may be used to reduce taxable income through the years 2020 to 2028. The
availability of the Company’s net operating loss carry-forwards are subject to
limitation if there is a 50% or more positive change in the ownership of the
Company’s stock. The provision for income taxes consists of the federal
and state minimum tax imposed on corporations.
Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of September 30, 2008 are as
follows:
F-6
|
Deferred
tax assets:
|
||||
|
Federal
net operating loss
|
$
|
2,715
|
||
|
State
net operating loss
|
905
|
|||
|
Total
deferred tax assets
|
3,620
|
|||
|
Less
valuation allowance
|
(3,620
|
)
|
||
|
$
|
--
|
|||
The
Company has provided a 100% valuation allowance on the deferred tax assets at
September 30, 2008 to reduce such asset to zero, since there is no assurance
that the Company will generate future taxable income to utilize such asset.
Management will review this valuation allowance requirement periodically and
make adjustments as warranted.
The
reconciliation of the effective income tax rate to the federal statutory rate
for the periods ended September 30, 2009 and 2008 is as follows:
|
2009
|
2008
|
|||||||
|
Federal
income tax rate
|
(15.0 | %) | (15.0 | %) | ||||
|
State
tax, net of federal benefit
|
(5.0 | %) | (5.0 | %) | ||||
|
Increase
in valuation allowance
|
20.0 | % | 20.0 | % | ||||
|
Effective
income tax rate
|
0.0 | % | 0.0 | % | ||||
8.
Operating Lease Agreements:
The
Company has no agreements at this time.
9.
Stockholder’s Equity:
Common
Stock includes 100,000,000 shares authorized at a par value of $0.0001, of which
5,250,000 have been issued for the amount of $750. The shareholders contributed
an additional $200 to capital during the years 2001 and 2002. The Company has
also authorized 20,000,000 shares of preferred stock at a par value of $0.0001,
none of which have been issued.
10. Required Cash Flow
Disclosure for Interest and Taxes Paid:
The
company has paid no amounts for federal income taxes and interest.
11.
Earnings Per Share:
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.
13. Subsequent
Events:
None
known at this time.
F-7
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Plan of
Operation
We are
continuing our efforts to locate a merger candidate for the purpose of a merger.
It is possible that we will be successful in locating such a merger candidate
and closing such merger. However, if we cannot effect a non-cash acquisition, we
may have to raise funds from a private offering of our securities under
Rule 506 of Regulation D. There is no assurance we will obtain any such equity
funding.
Results of
Operation
We did
not have any operating income from inception (March 31, 2000) through September
30, 2009. For the quarter ended September 30, 2009, we recognized a net loss of
$1,300. Some general and administrative expenses during the quarter
were accrued. Expenses for the quarter were comprised of costs mainly associated
with legal, accounting and office.
Liquidity and Capital
Resources
At
September 30, 2009 we had no capital resources and will rely upon the issuance
of common stock and additional capital contributions from shareholders to fund
administrative expenses pending acquisition of an operating
company.
1
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
Not
applicable because we are a smaller reporting company.
Item
4T. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules, regulations
and related forms, and that such information is accumulated and
communicated to our principal executive officer and principal financial officer,
as appropriate, to allow timely decisions regarding required
disclosure.
As of
September 30, 2009, we carried out an evaluation, under the supervision and with
the participation of our Chief Executive Officer and our Chief Financial Officer
of the effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our Chief Executive Officer and our Chief
Financial Officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this report.
Changes
in Internal Controls
There
have been no changes in the Company's internal control over financial reporting
during the latest fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
2
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
Currently
we are not aware of any litigation pending or threatened by or against the
Company.
Item
1A. Risk Factors
None
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities.
None
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1 Certifications of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1
Certifications of Chief Executive Officer and Chief Financial Officer pursuant
to Section 906 of Sarbanes Oxley Act of 2002
(b) Reports
of Form 8-K
None.
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
SEGWAY
1V CORP, INC.
|
||
|
Date:
October 27, 2009
|
By:
|
/s/
Donny Smith
|
|
Donny
Smith
|
||
|
President,
Secretary and Director
|
||
4