SEGWAY CORP, 8-K12G3, 2000-06-19

SEGWAY CORP
8-K12G3, 2000-06-19
NON-OPERATING ESTABLISHMENTS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-------------------------

FORM 8-K12G3

-------------------------

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
June 9, 2000

DIAMOND INTERNATIONAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)
<TABLE>
<S> <C>
73-1556428
--------- ----------
(Commission File Number) (IRS Employer Identification No.)
</TABLE>

6 COMMERCIAL STREET, HICKSVILLE, NEW YORK 11801
-------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

(516) 433-3800

(Registrant's Telephone Number, Including Area Code)

SEGWAY I CORP.
4400 ROUTE 9, 2ND FLOOR
FREEHOLD, NEW JERSEY 07728
(Former Name or Former Address, if Changed
Since Last Report)

ITEM 1. CHANGES IN CONTROL OF REGISTRANT

Pursuant to a Stock Acquisition and Reorganization Agreement
(the "Acquisition Agreement") effective June 9, 2000,
Diamond International Group, Inc., a Delaware corporation
(the "Company"), acquired one hundred percent (100%) of all
the outstanding shares of common stock ("Common Stock") of
Segway I Corp., a New Jersey corporation ("Segway"), from
RGR Corp. and Robert Jaclin, together representing all of
the shareholders of issued and outstanding common stock of
Segway, for $95,000 and 5,000 shares of $.001 par value
common stock of the Company (the "Acquisition").

The Acquisition was approved by the unanimous consent of the
Board of Directors of Segway and the Company on June 9,
2000. The Acquisition is intended to qualify as a
reorganization within the meaning of Section 368(a)(1)(B) of
the Internal Revenue Code of 1986, as amended ("IRC").

Upon effectiveness of the Acquisition, pursuant to Rule
12g-3(a) of the General Rules and Regulations of the
Securities and Exchange Commission (the "Commission"), the
Company elected to become the successor issuer to Segway for
reporting purposes under the Securities Exchange Act of 1934
(the "Act") and elects to report under the Act effective
June 9, 2000.

As of the effective date of the Acquisition Agreement,
Segway shall assume the name of the Company. The Company's
officers and directors will become the officers and
directors of Segway. As of the Effective Date, Mr. Anslow
shall have resigned as an officer and director of Segway.

No subsequent changes in the officers, directors and five
percent shareholders of the Company are presently known. The
following table sets forth information regarding the
beneficial ownership of the shares of the Common Stock (the
only class of shares previously issued by the Company) at
June 7, 2000 by (i) each person known by the Company to be
the beneficial owner of more than five percent (5%) of the
Company's outstanding shares of Common Stock, (ii) each
director of the Company, (iii) the executive officers of the
Company, and (iv) by all directors and executive officers of
the Company as a group, prior to and upon completion of this
Offering. Each person named in the table, excluding Cede
&Company, has sole voting and investment power with respect
to all shares shown as beneficially owned by such person and
can be contacted at the address of the Company.

<TABLE>
<S> <C> <C> <C>
NAME OF SHARES OF
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK PERCENT OF CLASS
-------------------------------------------------------------------------------------
Common Richard Levinson(1) 18,462,404 80.27%

Goodman Capital
Partners LP 1,750,000 7.61%

Barbara Cheney 0 0%

Janine Levinson 0 0%

DIRECTORS AND
OFFICERS AS A
GROUP 18,462,404 80.27%
</TABLE>

1. On June 5, 2000, Mr. Levinson retired 23,000,000
shares to treasury. Such shares had been issued in
consideration of the purchase of a company known as Vertical
Computer Systems, Inc. and such deal was not completed.
Therefore the shares were returned to treasury.

The following is a biographical summary of the directors and
officers of the Company:

RICHARD LEVINSON, 59, has been the President of the Company
since January 29, 1999 when HYAID, Inc. became a wholly
owned subsidiary of the Company. Mr. Levinson has over 38
years experience in the direct mail industry. Mr. Levinson
owned and operated HYAID, Inc. which is a direct mail
service which processes orders for book clubs, record clubs,
collectible clubs, catalogs and all related processes. In
such capacity his responsibilities include consulting,
credit and collection work, inbound telemarketing services,
Internet processing, list management, caging operations and
statistical reporting in both marketing and accounting
areas. In addition, he is involved in the general
management in all facets of client marketing efforts. Prior
to that time, he worked for six years as a programming
manager and director of Data Processing for Grolier
Enterprises, which was a publicly traded direct mail
company. In such employment, he designed and programmed all
of the mail order processing systems from order entry
through billing, shipping, statistical marketing and
financial reporting.

BARBARA CHENEY, 62, has been Vice President and Controller
of the Company since January 29, 1999. Ms. Cheney has over
42 years experience in the direct mail industry. For 30
years, Ms. Cheney worked in various departments of HYAID.
She was responsible for outlining each department's budget,
all payroll and hospitalization functions, client billing,
book and record keeping and general administrative
functions. Prior to that time, she was employed by Grolier
Enterprises where her responsibilities included the
management of the computer control department. The control
department reconciled all production runs submitted to the
computer department from the input department and balances
from all output created by the department. She managed a
large control staff and trained all personnel.

JANINE LEVINSON, 36, has been Vice President of Client
Services of the Company since January 29, 1999. Ms.
Levinson has over 16 years experience in the direct mail
industry. For 14 years, she was employed by HYAID and
initially managed Merge Purge (list and life maintenance), a
division of HYAID. Her responsibilities at HYAID include
working closely with clients to set up all procedures with
respect to their direct marketing efforts. She also
consults with clients in an operations, marketing and credit
capacity. She is responsible for the client service
department, the control department personnel and the entire
Merge Purge division of HYAID. Prior to working for HYAID,
she was a manager for Fulfillment Associates for two years.
Initially she managed a shift of inserting machine
operations and then she managed the Merge Purge division
(list management) at Fulfillment Associates.

The Directors named above will serve until the next annual
meeting of the shareholders of the Company in the year 2001.
Directors will be elected for one year terms at each annual
shareholder's meeting. Officers hold their positions at the
appointment of the Board of Directors.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

Pursuant to the Acquisition Agreement, the Company acquired
one hundred percent (100%) of the issued and outstanding
shares of common stock (Common Stock) of Segway I from RGR
Corp. and Robert Jaclin, together representing all of the
shares of issued and outstanding Common Stock of Segway, for
$95,000 and 5,000 shares of $.0001 par value common stock of
the Company. In evaluating the Acquisition, Segway used
criteria such as the value of the Company's business
relationships, goodwill, the Company's ability to compete in
the direct mail industry, the Company's current and
anticipated business operations, and the background of the
Company's officers and directors in the direct mail
industry. No material relationship exists between the
selling shareholders of Segway or any of its affiliates, any
director or officer, or any associate of any such director
or officer of Segway and the Company except that Richard I.
Anslow, the majority shareholder of RGR Corp., is the
principal of Richard I. Anslow & Associates who was legal
counsel for the Company until such firm resigned as legal
counsel for the purposes of avoiding a conflict of interest
to effectuate the Acquisition Agreement. For the purpose of
filing this Form 8-K and subsequent to the effectiveness of
the Acquisition Agreement, Richard I. Anslow & Associates
will be retained as legal counsel for the Company. Segway
was formed, and RGR Corp. became a shareholder of, Segway
prior to being retained as legal counsel by the Company.
The consideration exchanged pursuant to the Acquisition
Agreement was negotiated between Segway and the Company in
an arm's-length transaction. The consideration paid derived
from the Company's cash on hand and treasury stock.

Company. Diamond International Group, Inc. was formed in
--------
Delaware on November 5, 1998. In January 1999, it acquired
H.Y. Applied Inter-data Services, Inc. ("Hyaid"), a company
engaged in the direct mail industry. The Internet income of
the direct mail industry alone is upwards of 2 billion
dollars in revenue and doubling each year. Hyaid is one of
the largest company's in the direct mail servicing industry
with respect to the specific and unique services provided.
Although the average yearly sales of Hyaid range between 5
and 8 million dollars annually, it processes and collects
between one hundred and one hundred and fifty million
dollars of revenue on behalf of its clients. The software
developed by Hyaid is proprietary and unique and is without
rival in its originality, flexibility and modularity. The
Officers and Directors of the Company are familiar with and
understand the direct mail industry. The Company structure
will remain small through the use of carefully selected
consultants, contractors and service companies.

Hyaid's customer service systems, reporting systems and
knowledge of the workings of the direct mail industry are
without equal. Hyaid has, in addition to its servicing
business, developed, owned, operated and sold many lucrative
and profitable mail order entities. Its knowledge of both
sides of the mail order industry enables it to offer a more
comprehensive and unique approach to the needs of the mail
order industry.

The written documentation explaining each function performed
by every department and each program within the network of
data processing systems does not exist within the structure
of any of the other services in the direct mail industry.
Hyaid has developed unique approaches and systems software
applications using the Internet and individual web sites of
its clients. Its list of clients include some of the
Fortune 500 companies who have done extensive searches of
the mail order service industry.

Diamond International Group, Inc. The Company, through its
---------------------------------
wholly owned subsidiary, Hyaid, is headquartered in
Hicksville, New York, and maintains all business functions
in the New York area. Primary corporate functions include
business support, financial control, technology, production
and technical support. Its wholly owned subsidiary, Hyaid
has been a leader in providing order processing services to
the Direct Marketing Industry for over 30 years. It is
continually modifying and enhancing its existing systems, as
well as developing new systems, to meet the ever-changing
requirements of new and unique marketing concepts. These
systems are described below:

CONTINUITY AND OTHER TYPES OF AUTOMATIC SHIPMENT PLANS.
-------------------------------------------------------
These include full and split load-ups, installment and
coupon book billing, variable shipment pricing, open-ended
shipment series, sophisticated credit policies based on
prior payment history, and adjustable shipping intervals.
Predetermined and/or wheel concept shipping philosophies can
easily be set up.

NEGATIVE OPTION PROGRAMS - In addition to the above
------------------------
features, capabilities exist for announcing dual or multiple
titles during each cycle, and for processing alternates and
additionals accordingly. Predetermined and "Wheeled"
current selection announcement patterns are also available,
as well as enforcement of contract/commitment based on the
enrollment offer.

CATALOG, MINI-CATALOG AND ONE-SHOT PROGRAMS - These systems
--------------------------------------------
contain inventory and back order reporting and notification
capability, add-on sales and installment billing, if
desired. Several types of orders -- ship to-bill to, size,
color, and quantity discounts -are also easily accommodated,
as well as coupon book billing.

STAMPSHEET PROCESSING PROGRAMS - These systems have the
------------------------------
capability of processing stampsheet orders for multiple
items, and making sophisticated credit decisions and payment
probability assignments, based on formulas combining the
number and dollar value of products ordered with demographic
data. Processing features include pre-billing credit
rejected orders, installment payment options, and billing
effort response analysis to maximize revenue.

ANNUAL SHIPMENT PROMOTIONS - These systems include
--------------------------
enrollment processing, product personalization, negative
option renewal efforts, pre-screening credit card accounts
via interfacing with banks and credit card agencies,
conversion option to direct billing for credit card declined
accounts and comprehensive analysis of annual member
retention and performance.

Virtually any fulfillment solution is achievable using one
of our systems. We also provide a full range of clerical
support services on behalf of our clients, including caging,
credit card processing and electronic transmission, data
entry, letter shop and customer service. Our customer
service operation features on-line transaction processing
using access to a customer's complete history, inbound 800
phone service with comprehensive management statistics,
ability to record and retrieve comments pertaining to phone
calls and letters, and qualification of all types of
correspondence to highlight trends and areas of concern.

Finally, our account management team acts for clients in
implementing new procedures, setting up and monitoring
tests, and from time to time making recommendations to help
improve client's overall profitability.
The Merge Purge Division of Hyaid provides the following
major processing services:

1. Duplication Elimination- a system that provides
a means for identifying and removing duplicate names between
house-owned lists and rented mailing lists as well as
suppression files.
2. Database Maintenance and List Fulfillment- a
highly specialized and sophisticated methodology of tracking
and segmenting the recency, frequency, and various trends of
any type of consumer.
3. List Enhancements-a service that applies
specific overlays to lists indicating demographics,
clustering or other modeling indicators.
4. Duplication Elimination - a system that provides
a means for identifying and removing duplicate names between
house-owned lists and rented mailing lists as well as
suppression files.

The Merge Purge Division also provides the following
additional services: Postal Presorting, Address
Standardization, Zip + 4 + 2 (Delivery Point) Coding,
Computer Letter Printing and Laser Printing and Customized
Database Programming.

Hyaid's Merger Purge Division is a Cass Certified list
processing facility that provides a specific kind of data
processing service to companies which use any of the direct
response media to promote products or services. Hyaid's
turnkey services include converting hard disk and/or
magnetic tape names and addresses and other information into
a readable magnetic tape medium usable for future
segmentations and data manipulations. Hyaid's specialization
is marketed not only to direct marketing companies but
includes other industries such as banking, insurance, and
finance.

Hyaid's Entry Division provides their customers with the
following data entry services:

1. Name/Address Keying
2. Numeric Keying
3. Direct Mail Questionnaires, Catalog Responders,
Data Compilation
4. Inventory Management
5. Any project requiring Data Entry.

Hyaid's data entry division can service all keying
requirements with our state-of the-art key entry computer
systems network. Our main facility features a full
complement of terminals in a modem, suburban setting,
running 24 hours a day, seven days a week. Our turnaround
is what many have called "the fastest in the business." We
can accommodate double or triple any volume you may have
between our main and back-up facility minutes away. Free
pick-up and delivery service is just one of the many extras
you may enjoy as a Hyaid data entry client.

Competition. Hyaid is one of the strongest competitor in
its industry niche due to its ability to identify and
utilize, in a timely manner, the best proven technology in
the industry today. It is positioned to quickly analyze and
invest in attractive projects that meet its financial
criteria. Diamond will continue to differentiate itself by
consistently selecting and investing in projects that
produce attractive returns at a reasonable investment level.
Availability of high quality project data, production
infrastructure and environmental safeguards will continue to
be major factors when grading investment opportunities.
Risk management will continue to be a major factor in all of
our business decisions.

MANAGEMENT COMPENSATION. The following table sets forth the
------------------------
total annualized base salaries for our executives, officers
and directors that does not exceed $500,000 on an annualized
basis. We reimburse our officers and directors for any
reasonable out-of-pocket expenses incurred on our behalf.

<TABLE>
<S> <C> <C> <C> <C> <C>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
----------------------

ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND PRINCIPAL STOCK UNDERLYING
POSITION YEAR SALARY ($) BONUS AWARDS OPTIONS
------------------------------------------------------------------------------------------
RICHARD LEVINSON 2000 $375,000 To be determined 0 0
President 1999 $138,600 $96,000 0 0

BARBARA CHENEY 2000 $88,000 0 0 0
Vice President/Controller 1999 $81,375 0 0 0

JANINE LEVINSON 2000 $125,000 0 0 0
Vice President 1999 $101,038 0 0 0
</TABLE>

(1) 2000 salary for each officer is based on the
anticipated annual salary for the calendar year ending 2000.

RISK FACTORS

LIMITED OPERATING HISTORY: Although the Company's
subsidiary Hyaid has been in business for thirty years,
Diamond is in its initial stages of development, and lacks a
substantial prior operating history. The Company's prospects
must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in early
stages of development. Such risks include, but are not
limited to, an evolving and unproven business model and the
management of growth. To address these risks, the Company
must, among other things, maintain and significantly
increase its customer base, implement and successfully
execute its business and marketing strategy, respond to
competitive developments, and attract, retain and motivate
qualified personnel.

DEPENDENCE ON KEY MANAGEMENT. The Company is highly
dependent on the services of Richard Levinson, President,
Barbara Cheney, Vice President and Controller and Janine
Levinson, Vice President of Client Relations. The loss of
their services could have a materially adverse impact on the
Company. Although each of them has built a moderate and
experienced infrastructure of middle and lower management,
the Company does not currently maintain any key-man life
insurance policy with respect to any of these key management
personnel.

POSSIBLE DIFFICULTY IN RAISING ADDITIONAL EQUITY
CAPITAL. There is no assurance that the Company will be able
to raise equity capital in an amount which is sufficient to
continue operations at a more aggressive level. In the
event the Company requires additional financing, the Company
will seek such financing through additional bank borrowing,
debt or equity financing, corporate partnerships or
otherwise. There can be no assurance that such financing
will be available to the Company on acceptable terms, if at
all. The Company presently has a credit line available with
lending institutions totaling $1.1 million from State Bank
of Long Island to finance its receivables. Any additional
equity financing may involve the sale of additional shares
of the Company's Common Stock or Preferred Stock on terms
that have not yet been established.

RISKS OF RAPID GROWTH. The Company anticipates a
period of rapid growth, which may place strains upon the
Company's management and operational resources. The
Company's ability to manage growth effectively will require
the Company to integrate successfully its business and
administrative operations into one dynamic management
structure.

POSSIBLE ISSUANCE OF ADDITIONAL SHARES. The Company
has authorized 100,000,000 shares of Common Stock. The
Company presently has outstanding 23,000,071 shares of
Common Stock, the only class of stock of the Company for
which shares have been previously issued. As of the
Effective Date of the Acquisition Agreement, the Company
will have authorized, but un-issued, 76,999,929 shares of
Common Stock which are available for future issuance. The
Company may issue shares of Common Stock beyond those
already issued for cash, services, or as further employee
incentives. To the extent that additional shares of Common
Stock or Preferred Stock are issued, the percentage of the
Company's issued and outstanding shares of stock shall be
increased and the issuance may cause dilution in the book
value per share.

DIVIDENDS NOT LIKELY. No dividends on the Company's
Common Stock have been declared or paid by the Company to
date. The Company does not presently intend to pay dividends
on shares for the foreseeable future, but intends to retain
all earnings, if any, for use in the Company's business.
There can be no assurance that dividends will ever be paid
on the Common Stock of the Company.

RISKS ASSOCIATED WITH NEW PRODUCTS AND NEW MARKETS.
The business of direct mail is characterized by rapid
technological changes, changing customer requirements,
frequent service and product enhancements and introductions,
and emerging industry standards. The introduction of
services or products embodying new technologies and the
emergence of new industry standards can render existing
services or products obsolete and unmarketable. The
Company's future success will depend, in part, on its
ability to continue to develop and use new technologies,
respond to technological advances, enhance its existing
services and products and, develop new services and products
on a timely and cost-effective basis. There can be no
assurance that the Company will be successful in effectively
developing or using new technologies, responding to
technological advances or developing, introducing or
marketing service and product enhancements or new services
and products. In addition, the Company may enter into new
markets in connection with enhancing its existing services
and products and developing new services and products. There
can be no assurance that the Company will be successful in
pursuing new opportunities or will compete successfully in
any new markets.

SUBSTANTIAL COMPETITION. A number of the Company's
potential competitors have significantly greater financial,
administrative, manufacturing, marketing and other resources
than the Company. Some of the our competitors also offer a
wider range of services and products than us and have
greater name recognition and more extensive customer bases
than we do. These competitors may be able to respond more
quickly to new or changing opportunities and technologies
than we can. Moreover, current and potential competitors
have established or may establish cooperative relationships
among themselves or with third parties or may consolidate to
enhance their services and products. It is possible that new
competitors or alliances among existing competitors will
emerge and may acquire significant market share.

The Company may need to overcome significant barriers in the
business of direct mailings. Many of its competitors have
substantially greater financial, managerial and marketing
resources and greater name recognition. Such competitors
may be able to devote more resources to direct mailings than
our Company. There can be no assurance that the Company will
be able to compete effectively with current or future
competitors or that the competitive pressures faced by the
Company will not have a material adverse effect on the
Company's business, financial condition and operating
results.

RISKS ASSOCIATED WITH STRATEGIC ACQUISITIONS AND
RELATIONSHIPS. The Company has pursued and may in the future
pursue strategic acquisitions of complimentary businesses
and technologies. Acquisitions entail numerous risks,
including difficulties in the assimilation of acquired
operations and products, diversion of management's attention
to other business concerns, amortization of acquired
intangible assets, and potential loss of key employees of
acquired companies. There can be no assurance that the
Company will be able to integrate successfully any
operations, personnel, services or products that might be
acquired in the future or that any acquisition will enhance
the Company's business, financial condition or operating
results.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP
No court or governmental agency has assumed jurisdiction
over any substantial part of the Company's business or
assets.

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

There has been no change in accountants.

ITEM 5. OTHER EVENTS

SUCCESSOR ISSUER ELECTION. Pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange
Commission, the Company elected to become the successor
issuer to Segway I Corp. for reporting purposes under the
Securities Exchange Act of 1934 and elects to report under
the Act effective June 9, 2000.

ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors have resigned due to a disagreement with the
Company since the date of the last annual meeting of
shareholders.

ITEM 7. FINANCIAL STATEMENTS

The audited consolidated financial statements for the years
ending December 31, 1999 and 1998 and reviewed consolidated
financial statements for the four months ending April 30,
2000 are filed herewith.

ITEM 8. CHANGE IN FISCAL YEAR

There has been no change in the Company's fiscal year.

NEED TO INSERT FINANCIAL STATEMENTS

Index to Exhibits

2.1 Stock Acquisition and Reorganization Agreement by
and among Diamond International Group, Inc. and
Segway I Corp. dated June 9, 2000.

3.1 Articles of Incorporation of Diamond International
Group, Inc.

3.2 By-Laws of Diamond International Group, Inc.
17.1 Resignation Letter of Richard I. Anslow

27.1. Financial Data Schedule.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.

Diamond International Group, Inc.,
a Delaware corporation

DATED: June 19, 2000
BY: /s/ Richard Levinson
--------------------------
Richard Levinson
President