U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
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For the transition period from to
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Commission File No.
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SEGWAY CORP.
(Name of Small Business Issuer in Its Charter)
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New Jersey 22-3688000
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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4400 Route 9 South, 2nd Floor, Freehold, NJ 07728
(Address of Principal Executive Offices) (Zip Code)
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(732) 409-1212
(Issuer's Telephone Number, Including Area Code)
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Check whether the issuer: (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period
that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for
the past 90 days.
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Yes No X
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State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date: As of April 18, 2000 the Company had
5,000,000 shares of Common Stock outstanding, $0.0001 par
value.
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SEGWAY CORP.
Form 10-QSB Quarterly Report
For the Period Ended March 31, 2000
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<S> <C>
Page
Part I FINANCIAL INFORMATION
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Item 1. Financial Statements 7
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Unaudited Balance Sheets as of March 31, 2000 7
and December 31, 1999
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Unaudited Statements of Operations for the Quarter Ended
March 31, 2000 and From November 8, 1999
Inception through December 31, 1999 8
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Unaudited Statements of Cash Flows for the Quarter Ended
March 31, 2000 and From November 8, 1999 (Inception)
through December 31, 1999 9
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
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PART II OTHER INFORMATION 13
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Item 1. Legal Proceedings 13
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Item 2. Changes in Securities 13
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Item 3. Defaults Upon Senior Securities 13
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Item 4. Submission of Matters to a Vote of Security Holders 13
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Item 5. Other Information 13
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Signatures 14
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Financial Data Schedule 15
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements:
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BASIS OF PRESENTATION
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The accompanying unaudited financial statements are
presented in accordance with generally accepted
accounting principles for interim financial information
and the instructions to Form 10-QSB and item 310 under
subpart A of Regulation S-B. Accordingly, they do not
include all of the information and footnotes required by
generally accepted accounting principles for complete
financial statements. The accompanying statements should
be read in conjunction with the audited financial
statement for the years ended December 31, 1999. In the
opinion of management, all adjustments (consisting only
of normal occurring accruals) considered necessary in
order to make the financial statements not misleading,
have been included. Operating results for the three
months ended March 31, 2000 are not necessarily
indicative of results that may be expected for the year
ending December 31, 2000. The financial statements are
presented on the accrual basis.
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SEGWAY CORP.
FINANCIAL STATEMENTS
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For the Quarter ended March 31, 2000, and
From November 8, 1999 (Inception) Through
December 31, 1999
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Segway Corp.
Financial Statements Table of Contents
For the quarter ended March 31, 2000 and
From November 8, 1999 (Inception) Through
December 31, 1999
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FINANCIAL STATEMENTS
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<S> <C>
Page #
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Independent Auditor's Report 1
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Balance Sheet 2
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Statement of Operations and Retained Deficit 3
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Statement of Cash Flows 4
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Notes to the Financial Statements 5-7
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INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS
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To the Board of Directors and Stockholder
Segway Corp.
Freehold, New Jersey
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We have audited the accompanying balance sheet of Segway
Corp. as of March 31, 2000 and December 31, 1999, and the
related statements of operations and retained deficit,
and cash flows for the quarter ended March 31, 2000 and
from November 8, 1999 (inception) through December 31,
1999. 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.
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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.
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In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Segway Corp., as of March 31, 2000
and December 31, 1999 and the results of its operations
and its cash flows for the quarter ended March 31, 2000
and the two months ended December 31, 1999 in conformity
with generally accepted accounting principles.
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/s/Varma and Associates
--------------------
Varma and Associates
Certified Public Accountants
Longwood, Florida
April 12, 2000
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SEGWAY CORP.
BALANCE SHEET
As of March 31, 2000 and December 31, 1999
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<S> <C> <C>
ASSETS
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March 31, 2000 December 31,1999
CURRENT ASSETS
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Cash $ 294 $ 500
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TOTAL ASSETS $ 294 $ 500
============= ============
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LIABILITIES AND STOCKHOLDER'S EQUITY
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CURRENT LIABILITIES
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Accrued expenses $ 914 $ 150
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TOTAL LIABILITIES 914 150
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STOCKHOLDER'S EQUITY
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Common Stock - par value $0.0001;
100,000,000 shares authorized;
5,000,000 issued and outstanding 500 500
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Preferred Stock - Par value $0.0001;
20,000,000 shares authorized;
none issued and outstanding 0 0
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Retained earnings (1,120) (150)
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Total stockholder's equity 350
TOTAL LIABILITIES AND EQUITY $ 294 $ 500
============= ===========
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The accompanying notes are an integral part
of these financial statements.
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SEGWAY CORP.
STATEMENT OF OPERATIONS
For the Quarter ended March 31, 2000 and
From November 8, 1999 (Inception) Through
December 31, 1999
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<S> <C> <C>
March 31, 2000 December 31, 1999
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REVENUE Sales $ 0 $ 0
Cost of sales 0 0
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GROSS PROFIT 0 0
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GENERAL AND ADMINISTRATIVE EXPENSES
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Legal and accounting fees 725 150
Other corporate fees 245 0
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TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 970 150
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Net accumulated deficit (970) (150)
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Retained deficit, Beginning Balance (150) 0
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Retained deficit, Ending Balance (1,120) (150)
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NET EARNINGS PER SHARE
Basic and Diluted
Net loss per share $ * $ *
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(* - less than $ .01)
Basic and Diluted Weighted Average
Number of Common Shares Outstanding 5,000,000 5,000,000
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The accompanying notes are an integral part
of these financial statements.
</TABLE>
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SEGWAY CORP.
STATEMENT OF CASH FLOWS
For the Quarter Ended March 31, 2000 and
From November 8, 1999 (Inception) Through
December 31, 1999
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<S> <C> <C>
March 31, 2000 December 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (970) $ (150)
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Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
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Increases in Accrued Expenses 764 150
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NET CASH PROVIDED OR (USED) IN OPERATIONS (206) 0
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from issuance of common stock 0 500
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NET CASH PROVIDED OR (USED) IN FINANCING 0 500
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CASH RECONCILIATION
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Net increase (decrease) in cash (206) 500
Beginning balance cash 500 0
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CASH BALANCE AT END OF YEAR $ 294 $ 500
=========== ==========
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The accompanying notes are an integral part
of these financial statements.
</TABLE>
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SEGWAY CORP.
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NOTES TO THE FINANCIAL STATEMENTS
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1. Summary of significant accounting policies:
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Industry - Segway Corp. (The Company), a Company
incorporated in the State of New Jersey during November
of 1999, 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 whithin 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.
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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.
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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.
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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.
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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.
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Basis of Accounting - The Company's financial statements
are prepared in accordance with generally accepted
accounting principles.
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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 basis 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.
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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.
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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.
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2. Related Party Transactions and Going Concern:
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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.
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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.
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3. Accounts Receivable and Customer Deposits:
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Accounts receivable and Customer deposits do not exist at
this time and therefore have no allowances accounted for
or disclosures made.
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4. Use of Estimates:
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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.
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5. Revenue and Cost Recognition:
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The Company uses the accrual basis of accounting for
financial statement reporting. Revenues are recognized
when earned and realizable. Expenses are recognized when
incurred.
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6. Accrued expenses:
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Accrued expenses consist mainely of accrued legal and
accounting fees during this stage of the business.
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7. Operating Lease Agreements:
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The Company has no agreements at this time.
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8. Stockholder's Equity:
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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, none of which have been issued.
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9. Subsequent event:
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The Company's stockholder is in the process of
negotiating a change in ownership of the issued and
outstanding shares.
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10. Required Cash Flow Disclosure for Interest and Taxes
Paid:
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The company has paid no amounts for federal income taxes
and interest.
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11. Earnings Per Share:
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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.
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Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations
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Plan of Operation
-----------------
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The Registrant is continuing its efforts to locate a
merger candidate for the purpose of a merger. It is
possible that the registrant will be successful in
locating such a merger candidate and closing such merger.
However, if the registrant cannot effect a non-cash
merger, the registrant may have to raise funds from a
private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would
obtain any such equity funding.
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Results of Operations
---------------------
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The Company did not have any operating income during the
quarterly period ended March 31, 2000, and has not had
any operating income since its inception. For this
quarterly period, the registrant recognized a net loss of
$970. General and administrative expenses during the
current period were accrued. Expenses for the quarterly
period ended March 31, 2000 were comprised of costs
associated with legal and accounting fees, bank charges
and organizational costs.
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Liquidity and Capital Resources
-------------------------------
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At March 31, 2000 the Company had no capital resources
other than an insignificant amount of cash, and will rely
on advances from related parties to fund administrative
expenses pending a merger of an operating company.
Presently there are no agreements in place for such
merger, and there is no assurance any merger will be
consummated. Alternatively, the Company may seek equity
funding for administrative costs and anticipated costs of
negotiating a possible merger, but such equity funding is
not currently underway.
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PART II OTHER INFORMATION
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Item 1. Legal Proceedings. Not Applicable
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Item 2. Changes in Securities. None
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Item 3. Defaults Upon Senior Securities. Not Applicable
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Item 4. Submission of Matters to a Vote of Security
Holders. None
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Item 5. Other Information. None
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Item 6. Exhibits and Reports of Form 8-K. None
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Exhibit 27 Financial Date Schedule Electronic Filing
Only
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed in its behalf by the
undersigned, thereunto duly authorized, on April 19,
2000.
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SEGWAY CORP.
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By:/s/ Richard I. Anslow
--------------------------
Richard I. Anslow
President
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 294
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 294
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 294
<CURRENT-LIABILITIES> 914
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> <1,120>
<TOTAL-LIABILITY-AND-EQUITY> 294
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 970
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> <970>
<INCOME-TAX> 0
<INCOME-CONTINUING> <970>
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> <970>
<EPS-BASIC> LESS THAN $.01
<EPS-DILUTED> LESS THAN $.01
</TABLE>
