U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
<P>
AMENDMENT NO. 2 TO FORM 10-SB
<P>
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
<P>
SEGWAY V CORP.
(Name of Small Business Issuer)
<P>
<TABLE>
<S> <C>
New Jersey 22-3719171
(State or Other Jurisdiction of I.R.S. Employer Identification Number
Incorporation or Organization)
</TABLE>
4400 Route 9, 2nd Floor, Freehold, NJ 07728
(Address of Principal Executive Offices including Zip Code)
<P>
732/409-1212
(Issuer's Telephone Number)
<P>
Securities to be Registered Under Section 12(b) of the Act:
None
<P>
Securities to be Registered Under Section 12(g) of the Act:
Common Stock
$.0001 Par Value
(Title of Class)
<P>
PART I
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ITEM 1. BUSINESS.
<P>
Segway III Corp. (the "Company"), was incorporated on March
31, 2000, under the laws of the State of New Jersey to
engage in any lawful corporate undertaking, including, but
not limited to, selected mergers and acquisitions. The
Company has been in the developmental stage since inception
and has no operations to date other than issuing shares to
its original shareholders.
<P>
The Company will attempt to locate and negotiate with a
business entity for the combination of that target company
with the Company. The combination will normally take the
form of a merger, stock-for-stock exchange or stock-for-
assets exchange. In most instances the target company will
wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will
be successful in locating or negotiating with any target
company.
<P>
The Company has been formed to provide a method for a
foreign or domestic private company to become a reporting
("public") company whose securities are qualified for
trading in the United States secondary market.
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PERCEIVED BENEFITS
<P>
There are certain perceived benefits to being a reporting
company with a class of publicly-traded securities. These
are commonly thought to include the following:
<P>
* the ability to use registered securities to make
acquisitions of assets or businesses;
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* increased visibility in the financial community;
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* the facilitation of borrowing from financial
institutions;
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* improved trading efficiency;
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* shareholder liquidity;
<P>
* greater ease in subsequently raising capital;
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* compensation of key employees through stock options
for which there may be a market valuation;
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* enhanced corporate image;
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* a presence in the United States capital market.
<P>
POTENTIAL TARGET COMPANIES
<P>
A business entity, if any, which may be interested in a
business combination with the Company may include the
following:
<P>
* a company for which a primary purpose of becoming
public is the use of its securities for the
acquisition of assets or businesses;
<P>
* a company which is unable to find an underwriter of
its securities or is unable to find an underwriter of
securities on terms acceptable to it;
<P>
* a company which wishes to become public with less
dilution of its common stock than would occur upon an
underwriting;
<P>
* a company which believes that it will be able to
obtain investment capital on more favorable terms
after it has become public;
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* a foreign company which may wish an initial entry into
the United States securities market;
<P>
* a special situation company, such as a company seeking
a public market to satisfy redemption requirements
under a qualified Employee Stock Option Plan;
<P>
* a company seeking one or more of the other perceived
benefits of becoming a public company.
<P>
A business combination with a target company will normally
involve the transfer to the target company of the majority
of the issued and outstanding common stock of the Company,
and the substitution by the target company of its own
management and board of directors.
<P>
No assurances can be given that the Company will be able to
enter into a business combination, as to the terms of a
business combination, or as to the nature of the target
company.
<P>
The Company is voluntarily filing this Registration
Statement with the Securities and Exchange Commission and is
under no obligation to do so under the Securities Exchange
Act of 1934.
<P>
RISK FACTORS
<P>
The Company's business is subject to numerous risk factors,
including the following:
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NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The
Company has had no operating history nor any revenues or
earnings from operations. The Company has no significant
assets or financial resources. The Company will, in all
likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net
operating loss which will increase continuously until the
Company can consummate a business combination with a target
company. There is no assurance that the Company can
identify such a target company and consummate such a
business combination.
<P>
SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS.
The success of the Company's proposed plan of operation will
depend to a great extent on the operations, financial
condition and management of the identified target company.
While management will prefer business combinations with
entities having established operating histories, there can
be no assurance that the Company will be successful in
locating candidates meeting such criteria. In the event the
Company completes a business combination, of which there can
be no assurance, the success of the Company's operations
will be dependent upon management of the target company and
numerous other factors beyond the Company's control.
<P>
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is and will continue to be an
insignificant participant in the business of seeking mergers
with and acquisitions of business entities. A large number
of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of
companies which may be merger or acquisition target
candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical
expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive
disadvantage in identifying possible business opportunities
and successfully completing a business combination.
Moreover, the Company will also compete with numerous other
small public companies in seeking merger or acquisition
candidates.
<P>
IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION; FAILURE TO
MEET ITS FIDUCIARY OBLIGATIONS. The Company's limited funds
and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive
investigation and analysis of a target company. The decision
to enter into a business combination, therefore, will likely
be made without detailed feasibility studies, independent
analysis, market surveys or similar information which, if
the Company had more funds available to it, would be
desirable. The Company will be particularly dependent in
making decisions upon information provided by the principals
and advisors associated with the business entity seeking the
Company's participation. Management may not be able to meet
its fiduciary obligation to the Company and its stockholders
due to the impracticability of completing thorough due
diligence of a target company and because the controlling
officer and shareholder of the Company owns other blank
check companies which may receive business combinations
before the registrant. By its failure to complete a
thorough due diligence and exhaustive investigation of a
target company, the Company is more susceptible to
derivative litigation or other stockholder suits. In
addition, this failure to meet its fiduciary obligations
increases the likelihood of plaintiff success in such
litigation.
<P>
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION-
NO STANDARDS FOR BUSINESS COMBINATION-MANAGEMENTS SOLE
DISCRETION REGARDING BUSINESS COMBINATION. The Company has
no current arrangement, agreement or understanding with
respect to engaging in a business combination with a
specific entity. There can be no assurance that the Company
will be successful in identifying and evaluating suitable
business opportunities or in concluding a business
combination. Richard Anslow is the sole officer, director
and controlling shareholder of the Company and as such has
complete control and discretion with regard to the
registrant's business and affairs. Mr. Anslow has complete
discretion whether the Company will enter into a business
combination. Management has not identified any particular
industry or specific business within an industry for
evaluation by the Company. There is no assurance that the
Company will be able to negotiate a business combination on
terms favorable to the Company. The Company has not
established a specific length of operating history or a
specified level of earnings, assets, net worth or other
criteria which it will require a target company to have
achieved, or without which the Company would not consider a
business combination with such business entity. Accordingly,
the Company may enter into a business combination with a
business entity having no significant operating history,
losses, limited or no potential for immediate earnings,
limited assets, negative net worth or other negative
characteristics.
<P>
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, management anticipates
devoting only a limited amount of time per month to the
business of the Company. In addition, since the sole
officer of the Company is the officer of three (3) other
blank check companies, the limited time available is an
aggregate for all four companies and therefore the officer's
time for the Company will be further decreased from the
limited time already allotted for the Company and he will
spend approximately 2 1/2 hours pers month on each reporting
company. The Company's sole officer has not entered into a
written employment agreement with the Company and he is not
expected to do so in the foreseeable future. The Company
has not obtained key man life insurance on its officer and
director. Notwithstanding the combined limited experience
and time commitment of management, loss of the services of
this individual would adversely affect development of the
Company's business and its likelihood of continuing
operations.
<P>
OTHER BLANK CHECK COMPANIES BEFORE THE REGISTRANT. The
Company's sole officer, director and controlling shareholder
is also the sole officer director and controlling
shareholder of three other blank check companies. There are
three (3) other blank check companies formed prior to this
Company which are ahead of the registrant in the selection
process for a business combination.
<P>
CONFLICTS OF INTEREST--GENERAL. The Company's officer and
director participates in other business ventures which may
compete directly with the Company. Additional conflicts of
interest and non-arms length transactions may also arise in
the future. Management has adopted a policy that the Company
will not seek a business combination with any entity in
which any member of management serves as an officer,
director or partner, or in which they or their family
members own or hold any ownership interest. See "ITEM 5.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS--Conflicts of Interest."
<P>
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act") requires companies subject thereto to
provide certain information about significant acquisitions
including audited financial statements for the company
acquired covering one or two years, depending on the
relative size of the acquisition. The time and additional
costs that may be incurred by some target companies to
prepare such financial statements may significantly delay or
essentially preclude consummation of an otherwise desirable
acquisition by the Company. Acquisition prospects that do
not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as
the reporting requirements of the Exchange Act are
applicable.
<P>
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The
Company has neither conducted, nor have others made
available to it, market research indicating that demand
exists for the transactions contemplated by the Company.
Even in the event demand exists for a transaction of the
type contemplated by the Company, there is no assurance the
Company will be successful in completing any such business
combination.
<P>
LACK OF DIVERSIFICATION. The Company's proposed operations,
even if successful, will in all likelihood result in the
Company engaging in a business combination with only one
target company. Consequently, the Company's activities will
be limited to those engaged in by the business entity which
the Company merges with or acquires. The Company's inability
to diversify its activities into a number of areas may
subject the Company to economic fluctuations within a
particular business or industry and therefore increase the
risks associated with the Company's operations.
<P>
REGULATION UNDER INVESTMENT COMPANY ACT. Although the
Company will be subject to regulation under the Exchange
Act, management believes the Company will not be subject to
regulation under the Investment Company Act of 1940, insofar
as the Company will not be engaged in the business of
investing or trading in securities. In the event the Company
engages in business combinations which result in the Company
holding passive investment interests in a number of
entities, the Company could be subject to regulation under
the Investment Company Act of 1940. In such event, the
Company would be required to register as an investment
company and could be expected to incur significant
registration and compliance costs. The Company has obtained
no formal determination from the Securities and Exchange
Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any
violation of such Act could subject the Company to material
adverse consequences.
<P>
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of the Company's common
stock will, in all likelihood, result in shareholders of a
target company obtaining a controlling interest in the
Company. Any such business combination may require
shareholders of the Company to sell or transfer all or a
portion of the Company's common stock held by them. The
resulting change in control of the Company will likely
result in removal of the present officer and director of the
Company and a corresponding reduction in or elimination of
his participation in the future affairs of the Company.
<P>
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is
based upon a business combination with a business entity
which, in all likelihood, will result in the Company issuing
securities to shareholders of such business entity. The
issuance of previously authorized and unissued common stock
of the Company would result in reduction in percentage of
shares owned by the present shareholders of the Company and
would most likely result in a change in control or
management of the Company.
<P>
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business
combination the Company may undertake. Currently, such
transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and
state tax provisions. The Company intends to structure any
business combination so as to minimize the federal and state
tax consequences to both the Company and the target company;
however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-
free reorganization or that the parties will obtain the
intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the
imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.
<P>
POSSIBLE RELIANCE UPON UNAUDITED FINANCIAL STATEMENTS. The
Company will require audited financial statements from any
business entity that it proposes to acquire. No assurance
can be given, however, that audited financials will be
available to the Company prior to a business combination.
In cases where audited financials are unavailable, the
Company will have to rely upon unaudited information that
has not been verified by outside auditors in making its
decision to engage in a transaction with the business
entity. The lack of the type of independent verification
which audited financial statements would provide increases
the risk that the Company, in evaluating a transaction with
such a target company, will not have the benefit of full and
accurate information about the financial condition and
operating history of the target company. This risk increases
the prospect that a business combination with such a
business entity might prove to be an unfavorable one for the
Company.
<P>
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000. Many existing
computer programs use only two digits to identify a year in
such program's date field. These programs were designed and
developed without consideration of the impact of the change
in the century for which four digits will be required to
accurately report the date. If not corrected, many computer
applications could fail or create erroneous results by or
following the year 2000 ("Year 2000 Problem"). Many of the
computer programs containing such date language problems
have not been corrected by the companies or governments
operating such programs. It is impossible to predict what
computer programs will be effected, the impact any such
computer disruption will have on other industries or
commerce or the severity or duration of a computer
disruption.
<P>
The Company does not have operations and does not maintain
computer systems. Before the Company enters into any
business combination, it may inquire as to the status of any
target company's Year 2000 Problem, the steps such target
company has taken or intends to take to correct any such
problem and the probable impact on such target company of
any computer disruption. However, there can be no assurance
that the Company will not enter into a business combination
with a target company that has an uncorrected Year 2000
Problem or that any planned Year 2000 Problem corrections
will be sufficient. The extent of the Year 2000 Problem of a
target company may be impossible to ascertain and any impact
on the Company will likely be impossible to predict.
<P>
ITEM 2. PLAN OF OPERATION
<P>
The Company intends to enter into a business combination
with a target company in exchange for the Company's
securities. As of the initial filing date of this
Registration Statement, neither the Company's officer and
director nor any affiliate has engaged in any negotiations
with any representative of any specific entity regarding the
possibility of a business combination with the Company.
<P>
Management anticipates seeking out a target company through
solicitation. Such solicitation may include newspaper or
magazine advertisements, mailings and other distributions to
law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World
Wide Web sites and similar methods. No estimate can be made
as to the number of persons who will be contacted or
solicited. Management may engage in such solicitation
directly or may employ one or more other entities to conduct
or assist in such solicitation. Management and its
affiliates will pay referral fees to consultants and others
who refer target businesses for mergers into public
companies in which management and its affiliates have an
interest. Payments are made if a business combination
occurs, and may consist of cash or a portion of the stock in
the Company retained by management and its affiliates, or
both.
<P>
The Company has entered into an agreement with RGR Corp. to
supervise the search for target companies as potential
candidates for a business combination. RGR Corp. has
received common stock of the Company in consideration of its
agreement to provide such services. RGR Corp. will pay as
its own expenses any costs it incurs in supervising the
search for a target company. RGR Corp. has entered and
anticipates that it will enter into agreements with other
consultants to assist in locating a target company and may
share stock received by it or cash resulting from the sale
of its securities with such other consultants. Richard
Anslow controls both the Company and RGR Corp. and therefore
has the authority to enter into any agreement binding the
Company. Richard Anslow as the Company's and RGR Corp.'s
sole officer, director and shareholder can authorize any
such agreement binding the Company. For all practical
purposes, there is no distinction between Richard I. Anslow
and RGR Corp. See "ITEM 4: SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
<P>
The Company has no full time employees. The Company's
president has agreed to allocate a portion of his time to
the activities of the Company, without compensation. The
president anticipates that the business plan of the Company
can be implemented by his devoting no more than 10 hours per
month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect
to the limited time commitment by such officer.
<P>
Management is currently involved with other blank check
companies, and is involved in creating additional blank
check companies similar to this one. A conflict may arise
in the event that another blank check company with which
management is affiliated is formed and actively seeks a
target company. Management anticipates that target
companies will be located for the Company and other blank
check companies in chronological order of the date of
formation of such blank check companies or, in the case of
blank check companies formed on the same date,
alphabetically or numerically. However, other blank check
companies with which management is or may be affiliated may
differ from the Company in certain items such as place of
incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items. It
may be that a target company may be more suitable for or may
prefer a certain blank check company formed after the
Company. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred blank
check company regardless of date of formation. See "ITEM 5,
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS--Current Blank Check Companies".
<P>
The Certificate of Incorporation of the Company provides
that the Company may indemnify officers and/or directors of
the Company for liabilities, which can include liabilities
arising under the securities laws. Therefore, assets of the
Company could be used or attached to satisfy any liabilities
subject to such indemnification.
<P>
GENERAL BUSINESS PLAN
<P>
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business
entity which desires to seek the perceived advantages of a
corporation which has a class of securities registered under
the Exchange Act. The Company will not restrict its search
to any specific business, industry, or geographical location
and the Company may participate in a business venture of
virtually any kind or nature. Management anticipates that it
will be able to participate in only one potential business
venture because the Company has nominal assets and limited
financial resources. This lack of diversification should be
considered a substantial risk to the shareholders of the
Company because it will not permit the Company to offset
potential losses from one venture against gains from
another.
<P>
The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to
utilize the public marketplace in order to raise additional
capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate
purposes.
<P>
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and
extremely risky. Management believes (but has not conducted
any research to confirm) that there are business entities
seeking the perceived benefits of a publicly registered
corporation. Such perceived benefits may include
facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key
employees, increasing the opportunity to use securities for
acquisitions, providing liquidity for shareholders and other
factors. Business opportunities may be available in many
different industries and at various stages of development,
all of which will make the task of comparative investigation
and analysis of such business opportunities difficult and
complex.
<P>
The Company has, and will continue to have, no capital with
which to provide the owners of business entities with any
cash or other assets. However, management believes the
Company will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling
ownership interest in a public company without incurring the
cost and time required to conduct an initial public
offering. Management has not conducted market research and
is not aware of statistical data to support the perceived
benefits of a business combination for the owners of a
target company.
<P>
The analysis of new business opportunities will be
undertaken by, or under the supervision of, the officer and
director of the Company, who is not a professional business
analyst. In analyzing prospective business opportunities,
management may consider such matters as the available
technical, financial and managerial resources; working
capital and other financial requirements; history of
operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience
of management services which may be available and the depth
of that management; the potential for further research,
development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth
or expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trades;
name identification; and other relevant factors. This
discussion of the proposed criteria is not meant to be
restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business
opportunities.
<P>
The Exchange Act requires that any merger or acquisition
candidate comply with certain reporting requirements, which
include providing audited financial statements to be
included in the reporting filings made under the Exchange
Act. The Company will not acquire or merge with any company
for which audited financial statements cannot be obtained at
or within the required period of time after closing of the
proposed transaction.
<P>
The Company may enter into a business combination with a
business entity that desires to establish a public trading
market for its shares. A target company may attempt to avoid
what it deems to be adverse consequences of undertaking its
own public offering by seeking a business combination with
the Company. Such consequences may include, but are not
limited to, time delays of the registration process,
significant expenses to be incurred in such an offering,
loss of voting control to public shareholders or the
inability to obtain an underwriter or to obtain an
underwriter on satisfactory terms.
<P>
The Company will not restrict its search for any specific
kind of business entities, but may acquire a venture which
is in its preliminary or development stage, which is already
in operation, or in essentially any stage of its business
life. It is impossible to predict at this time the status of
any business in which the Company may become engaged, in
that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.
<P>
Management of the Company, which in all likelihood will not
be experienced in matters relating to the business of a
target company, will rely upon its own efforts in
accomplishing the business purposes of the Company.
Following a business combination the Company may benefit
from the services of others in regard to accounting, legal
services, underwritings and corporate public relations. If
requested by a target company, management may recommend one
or more underwriters, financial advisors, accountants,
public relations firms or other consultants to provide such
services.
<P>
A potential target company may have an agreement with a
consultant or advisor providing that services of the
consultant or advisor be continued after any business
combination. Additionally, a target company may be
presented to the Company only on the condition that the
services of a consultant or advisor be continued after a
merger or acquisition. Such preexisting agreements of
target companies for the continuation of the services of
attorneys, accountants, advisors or consultants could be a
factor in the selection of a target company.
<P>
ACQUISITION OF OPPORTUNITIES
<P>
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. On the
consummation of a transaction, it is likely that the present
management and shareholders of the Company will no longer be
in control of the Company. In addition, it is likely that
the Company's officer and director will, as part of the
terms of the acquisition transaction, resign and be replaced
by one or more new officers and directors.
<P>
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption
from registration under applicable federal and state
securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree
to register all or a part of such securities immediately
after the transaction is consummated or at specified times
thereafter. If such registration occurs, it will be
undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination and the Company is no
longer considered a blank check company. The issuance of
additional securities and their potential sale into any
trading market which may develop in the Company's securities
may depress the market value of the Company's securities in
the future if such a market develops, of which there is no
assurance.
<P>
While the terms of a business transaction to which the
Company may be a party cannot be predicted, it is expected
that the parties to the business transaction will desire to
avoid the creation of a taxable event and thereby structure
the acquisition in a tax-free reorganization under Sections
351 or 368 of the Internal Revenue Code of 1986, as amended.
<P>
With respect to negotiations with a target company,
management expects to focus on the percentage of the Company
which target company shareholders would acquire in exchange
for their shareholdings in the target company. Depending
upon, among other things, the target company's assets and
liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership
interest in the Company following any merger or acquisition.
The percentage of ownership may be subject to significant
reduction in the event the Company acquires a target company
with substantial assets. Any merger or acquisition effected
by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the
Company's shareholders at such time.
<P>
The Company will participate in a business opportunity only
after the negotiation and execution of appropriate
agreements. Although the terms of such agreements cannot be
predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by the
parties prior to and after such closing and will include
miscellaneous other terms.
<P>
The Company will not enter into a business combination with
any entity which cannot provide audited financial statements
at or within the required period of time after closing of
the proposed transaction. The Company is subject to all of
the reporting requirements included in the Exchange Act.
Included in these requirements is the duty of the Company to
file audited financial statements as part of or within 60
days following the due date for filing its Form 8-K which is
required to be filed with the Securities and Exchange
Commission within 15 days following the completion of the
business combination. If such audited financial statements
are not available at closing, or within time parameters
necessary to insure the Company's compliance with the
requirements of the Exchange Act, or if the audited
financial statements provided do not conform to the
representations made by the target company, the closing
documents may provide that the proposed transaction will be
voidable at the discretion of the present management of the
Company.
<P>
Management has orally agreed that it will advance to the
Company any additional funds which the Company needs for
operating capital and for costs in connection with searching
for or completing an acquisition or merger. Such advances
will be made without expectation of repayment. There is no
minimum or maximum amount management will advance to the
Company. The Company will not borrow any funds to make any
payments to the Company's management, its affiliates or
associates.
<P>
The Board of Directors has passed a resolution which
contains a policy that the Company will not seek a business
combination with any entity in which the Company's officer,
director, shareholder or any affiliate or associate serves
as an officer or director or holds any ownership interest.
<P>
UNDERTAKINGS AND UNDERSTANDINGS REQUIRED OF TARGET COMPANIES
<P>
As part of a business combination agreement, the Company
intends to obtain certain representations and warranties
from a target company as to its conduct following the
business combination. Such representations and warranties
may include (i) the agreement of the target company to make
all necessary filings and to take all other steps necessary
to remain a reporting company under the Exchange Act (ii)
imposing certain restrictions on the timing and amount of
the issuance of additional free-trading stock, including
stock registered on Form S-8 or issued pursuant to
Regulation S and (iii) giving assurances of ongoing
compliance with the Securities Act, the Exchange Act, the
General Rules and Regulations of the Securities and Exchange
Commission, and other applicable laws, rules and
regulations.
<P>
A prospective target company should be aware that the market
price and volume of its securities, when and if listed for
secondary trading, may depend in great measure upon the
willingness and efforts of successor management to encourage
interest in the Company within the United States financial
community. The Company does not have the market support of
an underwriter that would normally follow a public offering
of its securities. Initial market makers are likely to
simply post bid and asked prices and are unlikely to take
positions in the Company's securities for their own account
or customers without active encouragement and a basis for
doing so. In addition, certain market makers may take short
positions in the Company's securities, which may result in
a significant pressure on their market price. The Company
may consider the ability and commitment of a target company
to actively encourage interest in its securities following a
business combination in deciding whether to enter into a
transaction with such company.
<P>
A business combination with the Company separates the
process of becoming a public company from the raising of
investment capital. As a result, a business combination with
the Company normally will not be a beneficial transaction
for a target company whose primary reason for becoming a
public company is the immediate infusion of capital. The
Company may require assurances from the target company that
it has a reasonable belief that it will have sufficient
sources of capital to continue operations following the
business combination. However, it is possible that a target
company may give such assurances in error, or that the basis
for such belief may change as a result of circumstances
beyond the control of the target company.
<P>
Prior to completion of a business combination, the Company
will generally require that it be provided with written
materials regarding the target company containing such items
as a description of products, services and company history;
management resumes; financial information; available
projections, with related assumptions upon which they are
based; an explanation of proprietary products and services;
evidence of existing patents, trademarks, or service marks,
or rights thereto; present and proposed forms of
compensation to management; a description of transactions
between such company and its affiliates during relevant
periods; a description of present and required facilities;
an analysis of risks and competitive conditions; a financial
plan of operation and estimated capital requirements;
audited financial statements, or if they are not available,
unaudited financial statements, together with reasonable
assurances that audited financial statements would be able
to be produced within a reasonable period of time not to
exceed 75 days following completion of a business
combination; and other information deemed relevant.
<P>
COMPETITION
<P>
The Company will remain an insignificant participant among
the firms which engage in the acquisition of business
opportunities. There are many established venture capital
and financial concerns which have significantly greater
financial and personnel resources and technical expertise
than the Company. In view of the Company's combined
extremely limited financial resources and limited management
availability, the Company will continue to be at a
significant competitive disadvantage compared to the
Company's competitors.
<P>
ITEM 3. DESCRIPTION OF PROPERTY
<P>
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently
uses the offices of management at no cost to the Company.
Management has agreed to continue this arrangement until the
Company completes an acquisition or merger.
<P>
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
<P>
The following table sets forth each person known by the
Company to be the beneficial owner of five percent or more
of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group.
Except as noted, each person has sole voting and investment
power with respect to the shares shown.
<TABLE>
<S> <C> <C>
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
------------------------------------------------------------------------
RGR Corp. (1) 5,000,000 100%
4400 Route 9, 2nd Floor
Freehold, New Jersey 07728
<P>
Richard Anslow (2) 5,000,000 100%
4400 Route 9, 2nd Floor
Freehold, New Jersey 07728
<P>
All Executive Officers
and Directors as a Group
(1 Person) 5,000,000 100%
</TABLE>
<P>
(1) Mr. Anslow is the sole shareholder, sole director and
sole officer of RGR Corp. RGR Corp. serves as a marketing
and consulting company for Richard I. Anslow & Associates
and its affiliated companies. RGR Corp. has agreed to
provide certain services to the Company. See "PLAN OF
OPERATIONS General Business Plan".
<P>
(2) As the sole shareholder, sole director and sole officer
of RGR Corp., Mr. Anslow is deemed to be the beneficial
owner of the common stock of the Company owned by RGR Corp.
<P>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS.
<P>
The Company has one Director and Officer as follows:
<TABLE>
<S> <C> <C>
Name Age Positions and Offices Held
<P>
Richard I. Anslow 39 President/Secretary/Director
</TABLE>
<P>
There are no agreements or understandings for the officer or
director to resign at the request of another person and the
above-named officer and director is not acting on behalf of
nor will act at the direction of any other person.
<P>
Set forth below is the name of the director and officer of
the Company, all positions and offices with the Company
held, the period during which he has served as such, and the
business experience during at least the last five years:
<P>
Richard I. Anslow, Esq. has been the President, Secretary
and Director of the Company since the inception. He
received a Bachelor of Science Degree in Accounting from the
State University of New York at Buffalo in 1982 and a Juris
Doctor Degree from Benjamin Cardozo School of Law in 1985.
Mr. Anslow is the principal of Richard I. Anslow &
Associates, a law firm based in Freehold, New Jersey. Such
firm commenced operations in 1993 and currently has three
(3) full time attorneys.
<P>
CURRENT AND FUTURE BLANK CHECK COMPANIES
<P>
Management is, has been and may be in the future, an
officer, director and/or beneficial shareholder of other
blank check companies including those listed below. The
initial business purpose of each of these companies was or
is to engage in a business combination with an unidentified
company or companies and each were or will be classified as
a blank check company until completion of a business
combination. The following chart summarizes certain
information concerning blank check companies with which
management is or has been involved whose registration
statements are effective as of the date hereof. In most
instances that a business combination is transacted with one
of these companies, it is required to file a Current Report
on Form 8-K describing the transaction. Reference is made
to the Form 8-K filed for any company listed below for
detailed information concerning the business combination
entered into by that company.
<TABLE>
<S> <C> <C>
Registration Form/
Effective Date/File
Corporation Number Status
----------------------------------------------------------------------------
Segway Corp. Form 10-SB Merger effected May
3/5/2000 16, 2000. Form 8-K
0-28773 filed May 18, 2000
<P>
Segway I Corp. Form 10-SB Merger effected June
4/11/2000 9, 2000. Form 8-K
0-29461 filed June 20, 2000
<P>
Segway II Corp. Form 10-SB Merger effected April
4/17/2000 26, 2000. Form 8-K
0-29585 filed April 28, 2000.
<P>
Segway III Corp. Form 10-SB Has not entered into
06/12/00 an agreement for a
0-30311 business combination.
<P>
Segway IV Corp. Form 10-SB Has not entered into
06/13/00 an agreement for a
0-30327 business combination.
</TABLE>
<P>
CONFLICTS OF INTEREST
<P>
The Company's officer and director has organized and expects
to organize other companies of a similar nature and with a
similar purpose as the Company. Consequently, there are
potential inherent conflicts of interest in acting as an
officer and director of the Company. Insofar as the officer
and director is engaged in other business activities,
management anticipates that it will devote only a minor
amount of time to the Company's affairs. The Company does
not have a right of first refusal pertaining to
opportunities that come to management's attention insofar as
such opportunities may relate to the Company's proposed
business operations.
<P>
A conflict may arise in the event that another blank check
company with which management is affiliated is formed and
actively seeks a target company. It is anticipated that
target companies will be located for the Company and other
blank check companies in chronological order of the date of
formation of such blank check companies or, in the case of
blank check companies formed on the same date,
alphabetically or numerically. However, any blank check
companies with which management is, or may be, affiliated
may differ from the Company in certain items such as place
of incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items. It
may be that a target company may be more suitable for or may
prefer a certain blank check company formed after the
Company. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred blank
check company regardless of date of formation. Mr. Anslow
will be responsible for seeking, evaluating, negotiating and
consummating a business combination with a target company
which may result in terms providing benefits to Mr. Anslow.
<P>
Mr. Anslow is the principal of Richard I. Anslow &
Associates, a law firm located in Freehold, NJ. As such,
demands may be placed on the time of Mr. Anslow which will
detract from the amount of time he is able to devote to the
Company. Mr. Anslow intends to devote as much time to the
activities of the Company as required. However, should such
a conflict arise, there is no assurance that Mr. Anslow
would not attend to other matters prior to those of the
Company. Mr. Anslow projects that initially up to ten hours
per month of his time may be spent locating a target company
which amount of time would increase when the analysis of,
and negotiations and consummation with, a target company are
conducted.
<P>
Mr. Anslow is the president, director and controlling
shareholder of RGR Corp., a New Jersey corporation, which
owns 5,000,000 shares of the Company's common stock. At the
time of a business combination, management expects that some
or all of the shares of common stock owned by RGR Corp. will
be purchased by the target company or retired by the
Company. The amount of Common Stock sold or continued to be
owned by RGR Corp. cannot be determined at this time.
<P>
The terms of the business combination may include such terms
as Mr. Anslow remaining a director or officer of the Company
and/or the continuing securities or other legal work of the
Company being handled by the law firm of which Mr. Anslow is
the principal. The terms of a business combination may
provide for a payment by cash or otherwise to RGR Corp. for
the purchase or retirement of all or part of its common
stock of the Company by a target company or for services
rendered incident to or following a business combination.
Mr. Anslow would directly benefit from such employment or
payment. Such benefits may influence Mr. Anslow's choice of
a target company.
<P>
The Company may agree to pay finder's fees, as appropriate
and allowed, to unaffiliated persons who may bring a target
company to the Company where that reference results in a
business combination. No finder's fee of any kind will be
paid by the Company to management or promoters of the
Company or to their associates or affiliates. No loans of
any type have, or will be, made by the Company to management
or promoters of the Company or to any of their associates or
affiliates.
<P>
The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which
management of the Company or any affiliates or associates
have any interest, direct or indirect.
<P>
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to
resolve conflicts of interest in favor of the Company could
result in liability of management to the Company. However,
any attempt by shareholders to enforce a liability of
management to the Company would most likely be prohibitively
expensive and time consuming.
<P>
INVESTMENT COMPANY ACT OF 1940
<P>
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of
1934, management believes the Company will not be subject to
regulation under the Investment Company Act of 1940 insofar
as the Company will not be engaged in the business of
investing or trading in securities. In the event the Company
engages in business combinations which result in the Company
holding passive investment interests in a number of entities
the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company
would be required to register as an investment company and
could be expected to incur significant registration and
compliance costs. The Company has made no formal or informal
inquiries to the Securities and Exchange Commission as to
the status of the Company under the Investment Company Act
of 1940 and therefore no determination regarding such status
has been made at this time. Any violation of such Act would
subject the Company to material adverse consequences.
<P>
ITEM 6. EXECUTIVE COMPENSATION.
<P>
The Company's officer and director does not receive any
compensation for his services rendered to the Company, has
not received such compensation in the past, and is not
accruing any compensation pursuant to any agreement with the
Company. However, the officer and director of the Company
anticipates receiving benefits as a beneficial shareholder
of the Company and, possibly, in other ways. See "ITEM 5.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS, Conflicts of Interest."
<P>
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been
adopted by the Company for the benefit of its employees.
<P>
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
<P>
The Company has issued a total of 5,000,000 shares of Common
Stock to the following persons for a total of $500 in cash:
<P>
Name Number of Total Shares Consideration
----- ----------------------- -------------
RGR Corp. 5,000,000 $500
<P>
Mr. Anslow is the sole director, sole shareholder and
president of RGR Corp. With respect to the sales made to
RGR Corp. the Company relied upon Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act")
and Rule 506 promulgated thereunder. Such security holders
can not rely on Rule 144 for resale transactions and
therefore can only be resold through Registration under the
Securities Act.
<P>
ITEM 8. DESCRIPTION OF SECURITIES.
<P>
The authorized capital stock of the Company consists of
100,000,000 shares of Common Stock, par value $.0001 per
share, and 20,000,000 shares of Preferred Stock, par value
$.0001 per share. The following statements relating to the
capital stock set forth the material terms of the Company's
securities; however, reference is made to the more detailed
provisions of, and such statements are qualified in their
entirety by reference to, the Certificate of Incorporation
and the By-laws, copies of which are filed as exhibits to
this registration statement.
<P>
COMMON STOCK
<P>
Holders of shares of common stock are entitled to one vote
for each share on all matters to be voted on by the
stockholders. Holders of common stock do not have cumulative
voting rights. Holders of common stock are entitled to share
ratably in dividends, if any, as may be declared from time
to time by the Board of Directors in its discretion from
funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, the
holders of common stock are entitled to share pro rata all
assets remaining after payment in full of all liabilities.
All of the outstanding shares of common stock are fully paid
and non-assessable. Holders of common stock have no
preemptive rights to purchase the Company's common stock.
There are no conversion or redemption rights or sinking fund
provisions with respect to the common stock.
<P>
PREFERRED STOCK
<P>
The Board of Directors is authorized to provide for the
issuance of shares of preferred stock in series and, by
filing a certificate pursuant to the applicable law of New
Jersey, to establish from time to time the number of shares
to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or
restrictions thereof without any further vote or action by
the shareholders. Any shares of preferred stock so issued
would have priority over the common stock with respect to
dividend or liquidation rights. Any future issuance of
preferred stock may have the effect of delaying, deferring
or preventing a change in control of the Company without
further action by the shareholders and may adversely affect
the voting and other rights of the holders of common stock.
At present, the Company has no plans to issue any preferred
stock nor adopt any series, preferences or other
classification of preferred stock.
<P>
The issuance of shares of preferred stock, or the issuance
of rights to purchase such shares, could be used to
discourage an unsolicited acquisition proposal. For
instance, the issuance of a series of preferred stock might
impede a business combination by including class voting
rights that would enable the holder to block such a
transaction, or facilitate a business combination by
including voting rights that would provide a required
percentage vote of the stockholders. In addition, under
certain circumstances, the issuance of preferred stock could
adversely affect the voting power of the holders of the
common stock. Although the Board of Directors is required
to make any determination to issue such stock based on its
judgment as to the best interests of the stockholders of the
Company, the Board of Directors could act in a manner that
would discourage an acquisition attempt or other transaction
that some, or a majority, of the stockholders might believe
to be in their best interests or in which stockholders might
receive a premium for their stock over the then market price
of such stock. The Board of Directors does not at present
intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law
or stock exchange rules. The Company has no present plans to
issue any preferred stock.
<P>
DIVIDENDS
<P>
Dividends, if any, will be contingent upon the Company's
revenues and earnings, if any, capital requirements and
financial conditions. The payment of dividends, if any, will
be within the discretion of the Company's Board of
Directors. The Company presently intends to retain all
earnings, if any, for use in its business operations and
accordingly, the Board of Directors does not anticipate
declaring any dividends prior to a business combination.
<P>
TRADING OF SECURITIES IN SECONDARY MARKET
<P>
The National Securities Market Improvement Act of 1996
limited the authority of states to impose restrictions upon
sales of securities made pursuant to Sections 4(1) and 4(3)
of the Securities Act of companies which file reports under
Sections 13 or 15(d) of the Exchange Act. Upon
effectiveness of this Registration Statement, the Company
will be required to, and will, file reports under Section 13
of the Exchange Act. As a result, sales of the Company's
common stock in the secondary market by the holders thereof
may then be made pursuant to Section 4(1) of the Securities
Act (sales other than by an issuer, underwriter or broker).
However, the Company's security holders can not rely on Rule
144 for resale transactions and therefore can only be resold
through Registration under the Securities Act.
<P>
Following a business combination, a target company will
normally wish to list the Company's common stock for trading
in one or more United States markets. The target company
may elect to apply for such listing immediately following
the business combination or at some later time.
<P>
In order to qualify for listing on the Nasdaq SmallCap
Market, a company must have at least (i) net tangible assets
of $4,000,000 or market capitalization of $50,000,000 or net
income for two of the last three years of $750,000; (ii)
public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market
makers; (v) 300 shareholders and (vi) an operating history
of one year or, if less than one year, $50,000,000 in market
capitalization. For continued listing on the Nasdaq SmallCap
Market, a company must have at least (i) net tangible assets
of $2,000,000 or market capitalization of $35,000,000 or net
income for two of the last three years of $500,000; (ii) a
public float of 500,000 shares with a market value of
$1,000,000; (iii) a bid price of $1.00; (iv) two market
makers; and (v) 300 shareholders.
<P>
If, after a business combination, the Company does not meet
the qualifications for listing on the Nasdaq SmallCap
Market, the Company may apply for quotation of its
securities on the NASD OTC Bulletin Board. In certain cases
the Company may elect to have its securities initially
quoted in the "pink sheets" published by the National
Quotation Bureau, Inc. On April 7, 2000, the Securities and
Exchange Commission issued a new ruling with regard to the
reporting status under the Securities Exchange Act of 1934
of a non-reporting company after it acquired a reporting
"blank check" company. The SEC has revised its ruling that
such Company would be a successor issuer to the reporting
obligation of the "blank check" company by virtue of
Commission Rule 12g-3(a).
<P>
Under the system, the concept of succession in part depends
upon the nature of the company being succeeded. Thus, in
Rule 12b-2, the definition of "succession" requires "the
direct acquisition of the assets comprising a going
business" [emphasis added]. The SEC stated a "blank check"
company did not seem to satisfy these criteria.
Consequently, Rule 12g-3(a) would not be applicable, and the
non-reporting company would have to file a Form 10 or Form
10-SB registration statement in order to become an Exchange
Act reporting company. Nonetheless, the SEC recognized the
long-standing availability of the "back door" registration
procedure where a going business was acquired, and concluded
that if the Company could provide the same, or at least some
minimally acceptable level of information as issuers do in
appropriate Rule 12g-3(a) cases, the SEC would raise no
objection to the procedure. The same level of information is
the information required by Form 10 or Form 10-SB. A
minimally acceptable level of information is complete
audited and pro forma financial statements required by those
forms. This information must be filed on Form 8-K within 15
days of the succession.
<P>
The Form 8-K filing is the seminal event in this "back door"
filing procedure under the Exchange Act for the new combined
operating company. It is a particularly critical event where
a formerly non-reporting company acquires a reporting "blank
check" company. For this reason, the SEC treats these Form
8-K "back door" filings in the same way it treats Form 10
and Form 10-SB filings. The SEC subjects them to its
standards of review selection, and they may issue
substantive comments on the sufficiency of the disclosures
presented. Any disclosure deficiencies in the Form 8-K may
impact the informed nature of trading markets for these
securities. In accordance with its customary procedure for
processing Exchange Act registration statements, the SEC
will advise the Company of those situations where a Form 8-K
"back door" registration has been selected for review, when
they have issued comments on it and when those comments have
been cleared by the staff.
<P>
Therefore, if the Company enters into a business combination
with a non-reporting company, such non-reporting company
will not receive reporting status until the SEC has
determined that it will not review the 8-K filing or all of
the comments have been cleared by the staff.
<P>
TRANSFER AGENT
<P>
It is anticipated that Interwest Transfer Company, Inc.,
Salt Lake City, Utah will act as transfer agent for the
common stock of the Company. However, the Company may
appoint a different transfer agent.
<P>
GLOSSARY
<P>
"Blank Check" Company as defined in Section 7(b)(3) of
-------------
the Securities Act, a "blank check" company is a development
stage company that has no specific business plan or purpose
or has indicated that its business plan is to engage in a
merger or acquisition with an unidentified company or
companies and is issuing "penny stock" securities as defined
in Rule 3a51-1 of the Exchange Act.
<P>
Business Combination Normally a merger, stock-for-stock
---------------------
exchange or stock-for-assets exchange between the Registrant
and a target company.
<P>
The Company The corporation whose common stock is the
-----------
subject of this Registration Statement.
<P>
The Registrant Segway III Corp.
--------------
<P>
Exchange Act The Securities Exchange Act of 1934, as
------------
amended.
<P>
"Penny Stock" Security As defined in Rule 3a51-1 of
-----------------------
the Exchange Act, a "penny stock" security is any equity
security other than a security (i) that is a reported
security (ii) that is issued by an investment company (iii)
that is a put or call issued by the Option Clearing
Corporation (iv) that has a price of $5.00 or more (except
for purposes of Rule 419 of the Securities Act) (v) that is
registered on a national securities exchange (vi) that is
authorized for quotation on the Nasdaq Stock Market, unless
other provisions of Rule 3a51-1 are not satisfied, or (vii)
that is issued by an issuer with (a) net tangible assets in
excess of $2,000,000, if in continuous operation for more
than three years or $5,000,000 if in operation for less than
three years or (b) average revenue of at least $6,000,000
for the last three years.
<P>
Securities Act The Securities Act of 1933, as amended.
--------------
<P>
PART II
<P>
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
<P>
(A) MARKET PRICE. There is no trading market for the
Company's Common Stock at present and there has been no
trading market to date. There is no assurance that a
trading market will ever develop or, if such a market does
develop, that it will continue.
<P>
The Securities and Exchange Commission has adopted Rule
15g-9 which establishes the definition of a "penny stock,"
for purposes relevant to the Company, as any equity security
that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require: (i) that a broker
or dealer approve a person's account for transactions in
penny stocks and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be
purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i)
obtain financial information and investment experience and
objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are
suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable
of evaluating the risks of transactions in penny stocks. The
broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in
highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination and (ii) that
the broker or dealer received a signed, written agreement
from the investor prior to the transaction. Disclosure also
has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the
registered representative, current quotations for the
securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing
recent price information for the penny stock held in the
account and information on the limited market in penny
stocks.
<P>
(B) HOLDERS. There is one holder of the Company's
Common Stock. The issued and outstanding shares of the
Company's Common Stock were issued in accordance with the
exemptions from registration afforded by Section 4(2) of the
Securities Act of 1933 and Rule 506 promulgated thereunder.
(C) DIVIDENDS. The Company has not paid any dividends
to date, and has no plans to do so in the immediate future.
<P>
ITEM 2. LEGAL PROCEEDINGS.
<P>
There is no litigation pending or threatened by or against
the Company.
<P>
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
<P>
The Company has not changed accountants since its formation
and there are no disagreements with the findings of its
accountants.
<P>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
<P>
During the past three years, the Company has sold securities
which were not registered as follows:
<TABLE>
<S> <C> <C> <C>
Date Name Number of Shares Consideration
March 31, 2000 RGR Corp 5,000,000 $500
</TABLE>
<P>
Mr. Anslow is the sole director, sole shareholder and
president of RGR Corp. With respect to the sales made to
RGR Corp., the Company relied upon Section 4(2) of the
Securities Act of 1933, as amended and Rule 506 promulgated
thereunder.
<P>
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
<P>
Section 14A:3-5 of the Business Corporation Law of the State
of New Jersey provides that any corporation shall have the
power to indemnify a corporate agent against his expenses
and liabilities in connection with any proceeding involving
the corporate agent by reason of his being or having been a
corporate agent if such corporate agent acted in good faith
and in the best interest of the corporation and with respect
to any criminal proceeding, such corporate agent has no
reasonable cause to believe his conduct was unlawful.
<P>
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF
THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH
INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE
ACT AND IS THEREFORE UNENFORCEABLE.
<P>
ITEM 1. INDEX TO EXHIBITS
<P>
EXHIBIT NUMBER DESCRIPTION
-------------- -------------------------------
2.1 Certificate of Incorporation *
2.2 By-laws *
<P>
* Filed with initial filing of Form 10-SB
<P>
SEGWAY V CORP.
FINANCIAL STATEMENTS
From March 31, 2000(Inception) Through April 7, 2000
<P>
SEGWAY V CORP.
Financial Statements Table of Contents
From March 31, 2000 (Inception) Through April 7, 2000
<P>
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Page #
Independent Auditor's Report 1
<P>
Balance Sheet 2
<P>
Statement of Operations and Retained Deficit 3
<P>
Cash Flow Statement 4
<P>
Notes to the Financial Statements 5-7
<P>
</TABLE>
<P>
INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS
<P>
To the Board of Directors and Stockholder
Segway V Corp.
Freehold, New Jersey
<P>
We have audited the accompanying balance sheet of Segway
IV Corp. as of April 7, 2000, and the related statements
of operations and retained deficit, and cash flows from
March 31, 2000 (inception) through April 7, 2000. These
financial statements are the responsibility of the
Company's management. Our responsibility is to express
an opinion on these financial statements based on our
audit.
<P>
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for
our opinion.
<P>
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Segway V Corp., as of April 7,
2000 and the results of its operations and its cash flows
for the seven days then ended in conformity with
generally accepted accounting principles.
<P>
/s/Varma and Associates
-------------------------
Varma and Associates
Certified Public Accountants
Longwood, Florida
April 7, 2000
<P>
SEGWAY V CORP.
BALANCE SHEET
As of April 7, 2000
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
Cash $ 500
-------------
TOTAL ASSETS $ 500
==============
<P>
LIABILITIES AND STOCKHOLDER'S EQUITY
<P>
CURRENT LIABILITIES
<P>
Accrued expenses $ 250
--------------
TOTAL LIABILITIES 250
<P>
STOCKHOLDER'S EQUITY
<P>
Common Stock - par value $0.0001;
100,000,000 shares authorized; 5,000,000
issued and outstanding 500
<P>
Preferred Stock - Par value $0.0001;
20,000,000 shares authorized; none
issued and outstanding 0
<P>
Retained earnings (250)
---------------
Total stockholder's equity 250
---------------
TOTAL LIABILITIES AND EQUITY $ 500
===============
<P>
</TABLE>
The accompanying notes are an integral part of
these financial statements.
<P>
SEGWAY V CORP.
STATEMENT OF OPERATIONS
From March 31, 2000 (Inception) Through April 7, 2000
<TABLE>
<S> <C>
REVENUE Sales $ 0
Cost of sales 0
GROSS PROFIT 0
GENERAL AND ADMINISTRATIVE EXPENSES
<P>
Legal and Accounting Fees 250
--------
<P>
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 250
--------
Net accumulated deficit (250)
Retained Deficit, Beginning Balance 0
Retained Deficit, Ending Balance (250)
<P>
NET EARNINGS PER SHARE
<P>
Basic and Diluted
Net loss per share (Less than .01)
<P>
Basic and Diluted Weighted Average
Number of Common Shares Outstanding 5,000,000
<P>
</TABLE>
The accompanying notes are an integral part of
these financial statements.
<P>
SEGWAY V CORP.
STATEMENT OF CASH FLOWS
From March 31, 2000 (Inception) Through April 7, 2000
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
<P>
Net income (loss) $ (250)
<P>
Increases (Decrease) in Accrued Expenses 250
----------
NET CASH PROVIDED OR (USED) IN OPERATIONS 0
<P>
CASH FLOWS FROM FINANCING ACTIVITIES
None 0
<P>
CASH FLOWS FROM INVESTING ACTIVITIES
<P>
Proceeds from issuance of common stock 500
-----------
CASH RECONCILIATION
<P>
Net increase (decrease) in cash 500
<P>
CASH BALANCE AT END OF YEAR $ 500
============
</TABLE>
<P>
The accompanying notes are an integral part of these
financial statements.
<P>
SEGWAY V CORP.
As of April 7, 2000
(See Audit Report)
<P>
1. Summary of significant accounting policies:
----------------------------------------------
<P>
Industry - Segway V 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.
<P>
The Company has been formed to provide a method for a
foreign or domestic private company to become a reporting
("public") company whose securities are qualified for
trading in the United States secondary market.
<P>
Results of Operations and Ongoing Entity - The Company is
-----------------------------------------
considered to be an ongoing entity. The Company's sole
shareholder of the Company, RGR Corp., funds any
shortfalls in The Company's cash flow on a day to day
basis during the time period that The Company is in the
development stage.
<P>
Liquidity and Capital Resources - In addition to the
-------------------------------
stockholder funding capital shortfalls; The Company
anticipates interested investors that intend to fund the
Company's growth once a business is located.
<P>
Cash and Cash Equivalents - The Company considers cash on
--------------------------
hand and amounts on deposit with financial institutions
which have original maturities of three months or less to
be cash and cash equivalents.
Basis of Accounting - The Company's financial statements
are prepared in accordance with generally accepted
accounting principles.
<P>
Income Taxes - The Company utilizes the asset and
-------------
liability method to measure and record deferred income
tax assets and liabilities. Deferred tax assets and
liabilities reflect the future income tax effects of
temporary differences between the financial statement
carrying amounts of existing assets and liabilities and
their respective tax bases and are measured using enacted
tax rates that apply to taxable income in the years in
which those temporary differences are expected to be
recovered or settled. Deferred tax assets are reduced by
a valuation allowance when in the opinion of management,
it is more likely than not that some portion or all of
the deferred tax assets will not be realized. At this
time, The Company has set up an allowance for deferred
taxes as there is no company history to indicate the
usage of deferred tax assets and liabilities.
<P>
Fair Value of Financial Instruments - The Company's
------------------------------------
financial instruments may include cash and cash
equivalents, short-term investments, accounts receivable,
accounts payable and liabilities to banks and
shareholders. The carrying amount of long-term debt to
banks approximates fair value based on interest rates
that are currently available to The Company for issuance
of debt with similar terms and remaining maturities. The
carrying amounts of other financial instruments
approximate their fair value because of short-term
maturities.
<P>
Concentrations of Credit Risk - Financial instruments
-----------------------------
which potentially expose The Company to concentrations of
credit risk consist principally of operating demand
deposit accounts. The Company's policy is to place its
operating demand deposit accounts with high credit
quality financial institutions. At this time The Company
has no deposits that are at risk.
<P>
2. Related Party Transactions and Going Concern:
------------------------------------------------
<P>
The Company's financial statements have been presented on
the basis that it is a going concern in the development
stage, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of
business. At this time The Company has not identified
the business that it wishes to engage in.
<P>
The Company's sole shareholder, RGR Corp., funds The
Company's activities while The Company takes steps to
locate and negotiate with a business entity for
combination; however, there can be no assurance these
activities will be successful.
<P>
3. Accounts Receivable and Customer Deposits:
----------------------------------------------
<P>
Accounts receivable and Customer deposits do not exist at
this time and therefore have no allowances accounted for
or disclosures made.
<P>
4. Use of Estimates:
-------------------
<P>
Management uses estimates and assumptions in preparing
these financial statements in accordance with generally
accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and
liabilities, and the reported revenue and expenses.
Management has no reason to make estimates at this time.
<P>
5. Revenue and Cost Recognition:
---------------------------------
<P>
The Company uses the accrual basis of accounting in
accordance with generally accepted accounting principles
for financial statement reporting.
<P>
6. Accrued expenses:
--------------------
<P>
Accrued expenses consist of accrued legal and accounting
fees during this stage of the business.
<P>
7. Operating Lease Agreements:
-----------------------------
<P>
The Company has no agreements at this time.
<P>
8. Stockholder's Equity:
------------------------
<P>
Common Stock includes 100,000,000 shares authorized at a
par value of $0.0001, of which 5,000,000 have been issued
for the amount of $500. The Company has also authorized
20,000,000 shares of preferred stock at a par value of
$0.0001, none of which have been issued.
<P>
9. Subsequent event:
--------------------
<P>
No material events have occurred subsequent to the
balance sheet date.
<P>
10. Required Cash Flow Disclosure for Interest and Taxes
Paid:
--------------------------------------------------------
<P>
The company has paid no amounts for federal income taxes
and interest.
<P>
11. Earnings Per Share:
-----------------------
<P>
Basic earnings per share ("EPS") is computed by dividing
earnings available to common shareholders by the
weighted-average number of common shares outstanding for
the period as required by the Financial Accounting
Standards Board (FASB) under Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of
securities that could share in the earnings.
<P>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------------------------
<P>
3.1 Certificate of Incorporation *
3.2 By-laws *
27 Financial Data Schedule *
<P>
* Filed with initial filing of Form 10-SB
<P>
SIGNATURES
<P>
In accordance with Section 12 of the Securities Exchange
Act of 1934, the Registrant caused this Registration
Statement to be signed on its behalf by the undersigned
thereunto duly authorized.
<P>
Segway V Corp.
<P>
By: /s/ Richard I. Anslow
-------------------------
Richard I. Anslow, Director and President
<P>
June 9, 2000
<P>
<P>
