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EX-32.1 - CERTIFICATION - SEGWAY IV CORPf10q0310ex32i_segway.htm
EX-31.1 - CERTIFICATION - SEGWAY IV CORPf10q0310ex31i_segway.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 March 31, 2010
 
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 April 20, 2010: 5,250,000 shares of common stock.
 
 
 

 
 
SEGWAY IV CORP.
FORM 10-Q
March 31, 2010
 
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.
Removed & Reserved
3
Item 5.
Other Information
3
Item 6.
Exhibits
3
     
SIGNATURE
 
4
     
 
 
 

 
 
SEGWAY IV CORP.
(a development stage company)

FINANCIAL STATEMENTS
 

AS OF MARCH 31, 2010



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 March 31, 2010 and December 31, 2009
 
             
ASSETS
 
             
CURRENT ASSETS
 
3/31/2010
   
12/31/2009
 
             
Cash
  $ -     $ -  
                 
Total Current Assets
    -       -  
                 
TOTAL ASSETS
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
                 
CURRENT LIABILITIES
               
                 
Accrued Expenses
  $ 19,200     $ 18,600  
                 
Total Current Liabilities
    19,200       18,600  
                 
TOTAL LIABILITIES
    19,200       18,600  
                 
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
    (19,550 )     (19,550 )
                 
Total Stockholders' Equity
    (18,600 )     (18,600 )
                 
TOTAL LIABILITIES AND EQUITY
  $ 600     $ -  
 
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 three months ending March 31, 2010 and 2009
 
From inception (March 31, 2000) through March 31, 2010
 
                   
                   
   
3 MONTHS
   
3 MONTHS
       
   
ENDING
   
ENDING
   
FROM
 
   
3/31/2010
   
3/31/2009
   
INCEPTION
 
                   
REVENUE
  $ -     $ -     $ -  
                         
COST OF SERVICES
    -       -       -  
                         
GROSS PROFIT OR (LOSS)
    -       -       -  
                         
GENERAL AND ADMINISTRATIVE EXPENSES
    600       350       20,150  
                         
NET INCOME (LOSS)
    (600 )     (350 )     (20,150 )
                         
ACCUMULATED DEFICIT, BEGINNING BALANCE
    (19,550 )     (16,800 )     -  
                         
ACCUMULATED DEFICIT, ENDING BALANCE
  $ (20,150 )   $ (17,150 )   $ (20,150 )
                         
                         
Earnings (loss) per share
  $ (0.0001 )   $ (0.0001 )   $ (0.0038 )
                         
Weighted average number of common shares
    5,250,000       5,250,000       5,250,000  
 
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 March 31, 2010
 
                               
                               
         
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
                            (2,750 )     (2,750 )
                                         
Total, December 31, 2009
    5,250,000     $ 525     $ 425     $ (19,550 )   $ (18,600 )
                                         
Net Loss
                            (600 )     (600 )
                                         
Total, March 31, 2010
    5,250,000     $ 525     $ 425     $ (20,150 )   $ (19,200 )
 
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 three months ending March 31, 2010 and 2009,
 
from inception (March 31, 2000) through March 31, 2010
 
                   
                   
   
3 MONTHS
   
3 MONTHS
       
   
ENDING
   
ENDING
   
FROM
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
3/31/2010
   
3/31/2009
   
INCEPTION
 
                   
Net income (loss)
  $ (600 )   $ (350 )   $ (20,150 )
                         
Increase (Decrease) in Accrued Expenses
    600       350       19,200  
                         
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 year ended  December 31, 2009 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 twelve months ended December 31, 2009, the Company had an operating loss of $2,750, 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 March 31, 2010 of $4,030.

No provision was made for federal income tax since the Company has significant net operating losses. From inception through March 31, 2010, the Company incurred net operating losses for tax purposes of approximately $20,150. The net operating loss carry forwards may be used to reduce taxable income through the years 2020 to 2030. 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 March 31, 2010 are as follows:
 
 
F-6

 
 
Deferred tax assets:
     
Federal net operating loss
 
$
3,023
 
State net operating loss
   
1,007
 
         
Total deferred tax assets
   
4,030
 
Less valuation allowance
   
(4,030
)
         
   
$
--
 

The Company has provided a 100% valuation allowance on the deferred tax assets at March 31, 2010 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 March 31, 2010 and 2009 is as follows:
 
   
2010
 
2009
 
           
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.

12. Controls and Procedures:

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of December 31, 2009. Based upon that evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CAO, as appropriate, to allow timelydecisions regarding required disclosure.
 
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 March 31, 2010. For the quarter ended March 31, 2010, we recognized a net loss of $600.  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 March 31, 2010 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.
 
 
 

 
 
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 March 31, 2010, 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.
 
 
 

 
 
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. (Removed & Reserved).
 
None.
 
Item 5. Other Information.
 
None
 
Item 6. Exhibits
 
(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
 
 
 

 
 
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: April 21, 2010
By:  
/s/ Donny Smith
   
Donny Smith
   
President, CEO, CFO, Secretary and Director 

 
 
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