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EX-31.1 - 302 CERTIFICATION OF CERTIFYING OFFICER - SEGWAY IV CORP | f10k2009ex31i_segwayiv.htm |
EX-32.1 - 906 CERTIFICATION OF CERTIFYING OFFICER - SEGWAY IV CORP | f10k2009ex32i_segwayiv.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31, 2009
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from ___________ to __________
Commission
File No. 000-30327
SEGWAY
IV CORP.
(Name
of small business issuer in its charter)
NEW
JERSEY
|
22-3719169
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer Identification No.)
|
213
South Oak Avenue,
Owatonna,
Minnesota
|
55060
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(507)
446-9166
(Registrant’s
telephone number, including area code)
Securities
registered under Section 12(b) of the Exchange Act:
|
|
Title
of each class registered:
|
Name
of each exchange on which registered:
|
None
|
None
|
Securities
registered under Section 12(g) of the Exchange Act:
|
|
Common
Stock, par value $.001
(Title
of class)
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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. Yes xNo o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes ¨ No ¨
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes x
No o
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x
|
(Do
not check if a smaller reporting company)
|
Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of December 31, 2009, was: $0
Number of
shares of the registrant’s common stock outstanding as of January 27, 2010
was: 5,250,000
Documents
Incorporated by Reference: None.
TABLE
OF CONTENTS
PART
I
|
||
ITEM
1.
|
DESCRIPTION OF BUSINESS
|
1
|
ITEM
1A
|
RISK FACTORS
|
1
|
ITEM
1B
|
UNRESOLVED STAFF COMMENTS
|
1
|
ITEM
2.
|
DESCRIPTION OF PROPERTY
|
2
|
ITEM
3.
|
LEGAL PROCEEDINGS
|
2
|
ITEM
4.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
2
|
PART
II
|
||
ITEM
5.
|
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
|
3
|
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
3
|
ITEM
7.
|
MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
3
|
ITEM
8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
|
4
|
ITEM
9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
|
5
|
ITEM
9A.
|
CONTROLS AND PROCEDURES
|
5
|
PART
III
|
||
ITEM
10.
|
DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT\
|
6
|
ITEM
11.
|
EXECUTIVE COMPENSATION
|
7
|
ITEM
12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
|
7
|
ITEM
13.
|
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
|
7
|
ITEM
14.
|
PRINCIPAL ACCOUNTANT FEES AND
SERVICES
|
7
|
PART
IV
|
||
ITEM
15.
|
EXHIBITS LIST AND REPORTS ON FORM 8-K AND
SIGNATURES
|
8
|
SIGNATURES
|
9
|
ITEM
1. DESCRIPTION OF BUSINESS
GENERAL
Segway IV
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. We have been in the
developmental stage since inception and have no operations to date. On December
18, 2002, Jaguar Communications, Inc., a Minnesota corporation acquired all of
the issued and outstanding shares of Segway IV Corp. from the Segway
shareholders in consideration for the aggregate sum of $12,500. Pursuant to
same, Richard I. Anslow resigned as our sole director and sole officer and Donny
Smith was appointed our President, Chief Executive Officer, Chief Financial
Officer, Secretary and Director.
We will
attempt to locate and negotiate with a business entity for the combination of
that target company with us. 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 we will be successful in locating or negotiating with any target
company.
We have
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.
PERCEIVED
BENEFITS
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:
*
|
the
ability to use registered securities to make acquisitions of assets or
businesses;
|
||
*
|
increased
visibility in the financial community;
|
||
*
|
the
facilitation of borrowing from financial institutions;
|
||
*
|
improved
trading efficiency;
|
||
*
|
shareholder
liquidity;
|
||
*
|
greater
ease in subsequently raising capital;
|
||
*
|
compensation
of key employees through stock options for which there may be a market
valuation;
|
||
*
|
enhanced
corporate image;
|
||
*
|
a
presence in the United States capital
market.
|
1
POTENTIAL
TARGET COMPANIES
A
business entity, if any, which may be interested in a business combination with
us may include the following:
*
|
a
company for which a primary purpose of becoming public is the use of its
securities for the acquisition of assets or businesses;
|
*
|
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;
|
*
|
a
company which wishes to become public with less dilution of its common
stock than would occur upon an underwriting;
|
*
|
a
company which believes that it will be able to obtain investment capital
on more favorable terms after it has become public;
|
*
|
a
foreign company which may wish an initial entry into the United States
securities market;
|
*
|
a
special situation company, such as a company seeking a public market to
satisfy redemption requirements under a qualified Employee
Stock Option Plan;
|
*
|
a
company seeking one or more of the other perceived benefits of becoming a
public company.
|
A
business combination with a target company will normally involve the transfer to
the target company of the majority of our issued and outstanding common stock,
and the substitution by the target company of its own management and board of
directors.
No
assurances can be given that we 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.
EMPLOYEES
We have
no full time employees. Donny Smith, our sole officer and director has agreed to
allocate a portion of his time to the activities, without compensation.
Mr. Smith anticipates that our business plan can be implemented by his
devoting no more than 10 hours per month to our business affairs and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by Mr. Smith.
ITEM
2. DESCRIPTION OF PROPERTY
We have
no properties and at this time have no agreements to acquire any properties. We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
ITEM
3. LEGAL PROCEEDINGS
There is
no litigation pending or threatened by or against us.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
2
PART
II
ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No Public Market for Common
Stock
There is
no trading market for our 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.
Holders
There are
three holders of our Common Stock. The issued and outstanding shares of our
Common Stock were issued in accordance with the exemptions from registration
afforded by Section 4(2) of the Securities Act of 1933.
Penny
Stock Considerations
Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by
certain penny stock rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior
to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer’s account. The broker-dealer must also make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written agreement to the transaction.
These requirements may have the effect of reducing the level of trading
activity, if any, in the secondary market for a security that becomes subject to
the penny stock rules.
Dividends
Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future. Payment of dividends in the future will depend upon our earnings,
capital requirements, and other factors, which our Board of Directors may deem
relevant.
Recent Sales of Unregistered
Securities
None.
ITEM 6.SELECTED FINNACIAL
DATA
Not
applicable.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Plan of
Operation
We are
continuing its efforts to locate a merger candidate for the purpose of a merger.
It is possible that we will be successful in locating such a merger candidate
and closing such merger. However, if we cannot effect a non-cash acquisition, we
may have to raise funds from a private offering of our securities under Rule 506
of Regulation D. There is no assurance we would obtain any such equity
funding.
Results of
Operation
We did
not have any operating income from inception (March 31, 2000) through December
31, 2009. For the year ended December 31, 2009, we recognized a net loss of
$2,750. Some general and administrative expenses during the year were accrued.
Expenses for the year were comprised of costs mainly associated with legal,
accounting and office.
Liquidity and Capital
Resources
At
December 31, 2009, we had no capital resources and will rely upon the issuance
of common stock and additional capital contributions from shareholders to fund
administrative expenses pending acquisition of an operating
company.
3
ITEM
8. FINANCIAL STATEMENTS
SEGWAY
IV CORP.
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
AS
OF DECEMBER 31, 2009
4
Segway
IV Corp.
(a
development stage company)
Financial
Statements Table of Contents
|
|
FINANCIAL
STATEMENTS
|
Page
#
|
Report of Independent Registered Public Accountant
|
F-1
|
Balance
Sheet
|
F-2
|
Statement
of Operations and Retained Deficit
|
F-3
|
Statement
of Stockholders Equity
|
F-4
|
Cash
Flow Statement
|
F-5
|
Notes
to the Financial Statements
|
F-6
|
Report of Independent
Registered Public Accounting Firm
To the
Board of Director and shareholders
Segway IV
Corp.
We have
audited the accompanying balance sheet of Segway IV Corp. as of December 31,
2009 and the related statement of operations, stockholders’ equity, and cash
flows from inception (March 31, ) through the year then ended December 31, 2009.
These financial statements are the responsibility of company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We
conducted our audit in accordance with standards of The Public Company
Accounting Oversight Board (United States). 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 statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Segway IV Corp. at December 31,
2009 and 2008 and the results of its operations and its cash flows for the
twelve months ended December 31, 2008 and 2009 and from inception
(March 25, 20008) through December 31, 2009 in conformity with U.S. Generally
Accepted Accounting Principles.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered losses from
operations and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
Gately
& Associates, L.L.C.
Lake
Mary, FL
January
29, 2010
F-1
SEGWAY
IV CORP.
|
||||||||
(a
development stage company)
|
||||||||
BALANCE
SHEETS
|
||||||||
As
of December 31, 2009 and 2008
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
12/31/2009
|
12/31/2008
|
||||||
Cash
|
$ | - | $ | - | ||||
Total
Current Assets
|
- | - | ||||||
TOTAL
ASSETS
|
$ | - | $ | - | ||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accrued
Expenses
|
$ | 18,600 | $ | 15,850 | ||||
Total
Current Liabilities
|
18,600 | 15,850 | ||||||
TOTAL
LIABILITIES
|
18,600 | 15,850 | ||||||
STOCKHOLDERS' EQUITY
|
||||||||
Preferred Stock - Par value
$0.0001;
|
||||||||
Authorized:
20,000,000
|
||||||||
None issues
and outstanding
|
- | - | ||||||
Common
Stock - Par value $0.0001;
|
||||||||
Authorized:
100,000,000
|
||||||||
Issued and
Outstanding: 5,250,000
|
525 | 525 | ||||||
Additional Paid-In
Capital
|
425 | 425 | ||||||
Accumulated Deficit
|
(19,550 | ) | (16,800 | ) | ||||
Total
Stockholders' Equity
|
(18,600 | ) | (15,850 | ) | ||||
TOTAL
LIABILITIES AND EQUITY
|
$ | - | $ | - | ||||
The
accompanying notes are an integral part of these financial statements
F-2
SEGWAY
IV CORP.
|
||||||||||||
(a
development stage company)
|
||||||||||||
STATEMENT
OF OPERATIONS
|
||||||||||||
For
the twelve months ending December 31, 2009 and 2008
|
||||||||||||
From
inception (March 31, 2000) through December 31, 2009
|
||||||||||||
12
MONTHS
|
12
MONTHS
|
|||||||||||
ENDING
|
ENDING
|
FROM
|
||||||||||
12/31/2009
|
12/31/2008
|
INCEPTION
|
||||||||||
REVENUE
|
$ | - | $ | - | $ | - | ||||||
COST
OF SERVICES
|
- | - | - | |||||||||
GROSS PROFIT OR (LOSS)
|
- | - | - | |||||||||
GENERAL AND ADMINISTRATIVE
EXPENSES
|
2,750 | 2,500 | 19,550 | |||||||||
NET INCOME (LOSS)
|
(2,750 | ) | (2,500 | ) | (19,550 | ) | ||||||
ACCUMULATED DEFICIT, BEGINNING
BALANCE
|
(16,800 | ) | (14,300 | ) | - | |||||||
ACCUMULATED DEFICIT, ENDING
BALANCE
|
$ | (19,550 | ) | $ | (16,800 | ) | $ | (19,550 | ) | |||
Earnings (loss) per share
|
$ | (0.0005 | ) | $ | (0.0005 | ) | $ | (0.0037 | ) | |||
Weighted average number of common
shares
|
5,250,000 | 5,250,000 | 5,250,000 | |||||||||
The
accompanying notes are an integral part of these financial statements
F-3
SEGWAY
IV CORP.
|
||||||||||||||||||||
(a
development stage company)
|
||||||||||||||||||||
STATEMENT
OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||
From
inception (March 31, 2000) through December 31, 2009
|
||||||||||||||||||||
COMMON
|
ADDITIONAL
|
ACCUM.
|
TOTAL
|
|||||||||||||||||
SHARES
|
STOCK
|
PAID
IN
|
DEFICIT
|
EQUITY
|
||||||||||||||||
Stock
Issued for cash
|
5,250,000 | $ | 525 | $ | 225 | $ | - | $ | 750 | |||||||||||
Net
Loss
|
(837 | ) | (837 | ) | ||||||||||||||||
Total,
December 31, 2000
|
5,250,000 | 525 | 225 | (837 | ) | (87 | ) | |||||||||||||
Contributed
capital by shareholders
|
124 | 124 | ||||||||||||||||||
Net
Loss
|
(926 | ) | (926 | ) | ||||||||||||||||
Total,
December 31, 2001
|
5,250,000 | 525 | 349 | (1,763 | ) | (889 | ) | |||||||||||||
Contributed
capital by shareholders
|
76 | 76 | ||||||||||||||||||
Net
Loss
|
(912 | ) | (912 | ) | ||||||||||||||||
Total,
December 31, 2002
|
5,250,000 | 525 | 425 | (2,675 | ) | (1,725 | ) | |||||||||||||
Net
Loss
|
(3,825 | ) | (3,825 | ) | ||||||||||||||||
Total,
December 31, 2003
|
5,250,000 | 525 | 425 | (6,500 | ) | (5,550 | ) | |||||||||||||
Net
Loss
|
(1,925 | ) | (1,925 | ) | ||||||||||||||||
Total,
December 31, 2004
|
5,250,000 | 525 | 425 | (8,425 | ) | (7,475 | ) | |||||||||||||
Net
Loss
|
(2,075 | ) | (2,075 | ) | ||||||||||||||||
Total,
December 31, 2005
|
5,250,000 | 525 | 425 | (10,500 | ) | (9,550 | ) | |||||||||||||
Net
Loss
|
(1,300 | ) | (1,300 | ) | ||||||||||||||||
Total,
December 31, 2006
|
5,250,000 | 525 | 425 | (11,800 | ) | (10,850 | ) | |||||||||||||
Net
Loss
|
(2,500 | ) | (2,500 | ) | ||||||||||||||||
Total,
December 31, 2007
|
5,250,000 | 525 | 425 | (14,300 | ) | (13,350 | ) | |||||||||||||
Net
Loss
|
(2,500 | ) | (2,500 | ) | ||||||||||||||||
Total,
December 31, 2008
|
5,250,000 | 525 | 425 | (16,800 | ) | (15,850 | ) | |||||||||||||
Net
Loss
|
(2,750 | ) | (2,750 | ) | ||||||||||||||||
Total,
December 31, 2009
|
5,250,000 | $ | 525 | $ | 425 | $ | (19,550 | ) | $ | (18,600 | ) | |||||||||
The
accompanying notes are an integral part of these financial statements
F-4
SEGWAY
IV CORP.
|
||||||||||||
(a
development stage company)
|
||||||||||||
STATEMENTS
OF CASH FLOWS
|
||||||||||||
For
the twelve months ending December 31, 2009 and 2008,
|
||||||||||||
from
inception (March 31, 2000) through December 31, 2009
|
||||||||||||
12
MONTHS
|
12
MONTHS
|
|||||||||||
ENDING
|
ENDING
|
FROM
|
||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
12/31/2009
|
12/31/2008
|
INCEPTION
|
|||||||||
Net
income (loss)
|
$ | (2,750 | ) | $ | (2,500 | ) | $ | (19,550 | ) | |||
Increase
(Decrease) in Accrued Expenses
|
2,750 | 2,500 | 18,600 | |||||||||
Net
cash provided by (used in) operating activities
|
- | - | (950 | ) | ||||||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
||||||||||||
None
|
- | - | - | |||||||||
Net
cash flows provided by (used in) investing activities
|
- | - | - | |||||||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||
Proceeds
from capital contributions
|
- | - | 200 | |||||||||
Proceeds
from stock issuance
|
- | - | 750 | |||||||||
Net
cash flows provided by (used in) financing activities
|
- | - | 950 | |||||||||
CASH RECONCILIATION
|
||||||||||||
Net
increase (decrease) in cash
|
- | - | - | |||||||||
Cash
- beginning balance
|
- | - | - | |||||||||
CASH BALANCE - END OF
PERIOD
|
$ | - | $ | - | $ | - | ||||||
The
accompanying notes are an integral part of these financial
statements
F-5
SEGWAY
IV CORP.
(a
development stage business)
FOOTNOTES
TO THE FINANCIAL STATEMENTS
1. Summary of significant
accounting policies:
Industry - Segway IV Corp. (The Company), a
Company incorporated in the state of New Jersey as of March 31, 2000, plans to
locate and negotiate with a business entity for the combination of that target
company with The Company. The combination will normally take the form of a
merger, stock-for-stock exchange or stock- for-assets exchange. In most
instances the target company will wish to structure the business combination to
be within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that The Company will be successful in locating or
negotiating with any target company.
The
Company has been formed to provide a method for a foreign or domestic private
company to become a reporting (“public”) company whose securities are qualified
for trading in the United States secondary market.
Results of Operations and
Ongoing Entity - The Company is considered to be an ongoing entity. The
Company’s shareholders fund any shortfalls in The Company’s cash flow on a day
to day basis during the time period that The Company is in the development
stage.
Liquidity and Capital
Resources - In addition to the stockholder funding capital shortfalls;
The Company anticipates interested investors that intend to fund the Company’s
growth once a business is located.
Cash and Cash
Equivalents - The Company considers cash on hand and amounts on deposit
with financial institutions which have original maturities of three months or
less to be cash and cash equivalents.
Basis of Accounting -
The Company’s financial statements are prepared in accordance with generally
accepted accounting principles.
Income
Taxes - The Company
utilizes the asset and liability method to measure and record deferred income
tax assets and liabilities. Deferred tax assets and liabilities reflect the
future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when in the opinion of management; it is more likely than not that
some portion or all of the deferred tax assets will not be realized. At this
time, The Company has set up an allowance for deferred taxes as there is no
company history to indicate the usage of deferred tax assets and
liabilities.
Fair Value of Financial
Instruments - The Company’s financial instruments may include cash and
cash equivalents, short-term investments, accounts receivable, accounts payable
and liabilities to banks and shareholders. The carrying amount of long-term debt
to banks approximates fair value based on interest rates that are currently
available to The Company for issuance of debt with similar terms and remaining
maturities. The carrying amounts of other financial instruments approximate
their fair value because of short-term maturities.
Concentrations of Credit
Risk - Financial instruments which potentially expose The Company to
concentrations of credit risk consist principally of operating demand deposit
accounts. The Company’s policy is to place its operating demand deposit accounts
with high credit quality financial institutions. At this time The Company has no
deposits that are at risk.
F-6
2.
Related Party Transactions and Going Concern:
The
Company’s financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time The Company has not identified the business that it wishes to engage
in.
The
Company’s shareholders fund The Company’s activities while The Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.
3.
Accounts Receivable and Customer Deposits:
Accounts
receivable and Customer deposits do not exist at this time and therefore have no
allowances accounted for or disclosures made.
4. Use of
Estimates:
Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
5. Revenue and Cost
Recognition:
The
Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
6.
Accrued Expenses:
Accrued
expenses consist of accrued legal, accounting and office costs during this stage
of the business.
7. Income
Taxes:
The
income tax payable that was accrued for the year ended December 31,
2009 was offset by the Company’s net operating loss carry-forward therefore the
provisions for income tax in the income statement is $0. For the
twelve months ended December 31, 2009, the Company had an operating loss of
$2,750, which is a loss that can be carried forward to offset future income for
a period of 20 years. The Company has net operating loss carry-forwards that
were derived solely from operating losses. These amounts can be carried forward
to be used to offset future income for tax purposes for a period of 20 years for
each year’s loss. The accounting for these losses derives a deferred tax asset
from inception to the period ended December 31, 2009 of $3,910.
No
provision was made for federal income tax since the Company has significant net
operating losses. From inception through December 30, 2009, the Company incurred
net operating losses for tax purposes of approximately $19,550. The net
operating loss carry forwards may be used to reduce taxable income through the
years 2020 to 2029. The availability of the Company’s net operating loss
carry-forwards are subject to limitation if there is a 50% or more positive
change in the ownership of the Company’s stock. The provision for income taxes
consists of the federal and state minimum tax imposed on
corporations.
Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of December 31, 2009 are as
follows:
F-7
Deferred
tax assets:
|
||||
Federal
net operating loss
|
$
|
2,933
|
||
State
net operating loss
|
977
|
|||
Total
deferred tax assets
|
3,910
|
|||
Less
valuation allowance
|
(3,910
|
)
|
||
$
|
--
|
The
Company has provided a 100% valuation allowance on the deferred tax assets at
December 31, 2009 to reduce such asset to zero, since there is no assurance that
the Company will generate future taxable income to utilize such asset.
Management will review this valuation allowance requirement periodically and
make adjustments as warranted.
The
reconciliation of the effective income tax rate to the federal statutory rate
for the years ended December 31, 2009 and 2008 is as follows:
2009
|
2008
|
|||||||
Federal
income tax rate
|
(15.0 | %) | (15.0 | %) | ||||
State
tax, net of federal benefit
|
(5.0 | %) | (5.0 | %) | ||||
Increase
in valuation allowance
|
20.0 | % | 20.0 | % | ||||
Effective
income tax rate
|
0.0 | % | 0.0 | % |
8.
Operating Lease Agreements:
The
Company has no agreements at this time.
9.
Stockholder’s Equity:
Common
Stock includes 100,000,000 shares authorized at a par value of $0.0001, of which
5,250,000 have been issued for the amount of $750. The shareholders contributed
an additional $200 to capital during the years 2001 and 2002. The Company has
also authorized 20,000,000 shares of preferred stock at a par value of $0.0001,
none of which have been issued.
10. Required Cash Flow
Disclosure for Interest and Taxes Paid:
The
company has paid no amounts for federal income taxes and interest.
11.
Earnings Per Share:
Basic earnings per share (“EPS”) is
computed by dividing earnings available to common shareholders by the
weighted-average number of common shares outstanding for the period as required
by the Financial Accounting Standards Board (FASB)under Statement of Financial
Accounting Standards (SFAS) No. 128, “Earnings per Shares”. Diluted EPS reflects
the potential dilution of securities that could share in the
earnings.
F-8
12.
Controls and Procedures:
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried
out an evaluation, with the participation of the Company’s management, including
the Company’s Chief
Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”) (the Company’s
principal financial and
accounting officer), of the effectiveness of the Company’s disclosure controls
and procedures (as defined under
Rule 13a-15(e) under the Exchange Act) as of December 31, 2009. Based upon that
evaluation,the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effectiveto ensure
that information required to be disclosed by the Company in the reports that the
Company files or submits
under the Exchange Act, is recorded, processed, summarized and reported, within
the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and
communicated tothe
Company’s management, including the Company’s CEO and CAO, as appropriate, to
allow timely decisions
regarding required disclosure.
13. Subsequent
Events:
None
known at this time.
F-9
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Our
accountant is Gately & Associates, LLC, CPAs, independent certified public
accountants. We do not presently intend to change accountants. At no time have
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
The
Company’s management, with the participation of our Chief Executive Officer and
Chief Financial Officer, carried out an evaluation of have evaluated the
effectiveness of our “the Company’s disclosure, controls and procedures” (as
defined in Rules Rule 13a-15(3) and 15-d-15(3) of the e) under the Securities
Exchange Act of 1934) as of the end of the period covered by this Annual Report
(the “Evaluation Date”). As a result of such evaluation, Chief Executive Officer
and the Chief Financial Officer have concluded that, as of the Evaluation Date,
our such disclosure, controls and procedures are effective, providing them with
material to provide reasonable assurance that the information relating to our
company as required to be disclosed in the reports we file the Company files or
submits under the Securities Exchange Act on a timely basis.
There
were no changes in our internal controls over of 1934 is (i) recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and (ii)
accumulated and communicated to management, including the Company’s principal
executive and principal financial reporting, known to our Chief Executive
Officer or Chief Financial Officer, persons performing such functions, as
appropriate, to allow timely decisions regarding disclosure. The Company
believes that a control system, no matter how well designed and operated, cannot
provide absolute assurance that the objectives of the control system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been
detected.
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act. The Company’s internal control over financial reporting
is designed to provide reasonable assurance to the Company’s management and
Board of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company, (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with US GAAP and that receipts and expenditures are being made only
in accordance with authorizations of management and directors of the company,
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission. Management’s assessment included an evaluation of the
design of our internal control over financial reporting and testing of the
operational effectiveness of our internal control over financial
reporting. Based on this assessment, Management concluded the Company
maintained effective internal control over financial reporting as of December
31, 2009.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this Annual Report.
Changes
in Internal Control over Financial Reporting
No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2009 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
5
ITEM
9B. OTHER INFORMATION
None.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
Our sole
director and officer, as of December 31, 2009 and March 28, 2008, are set forth
below. The directors hold office for their respective term and until their
successors are duly elected and qualified. Vacancies in the existing Board are
filled by a majority vote of the remaining directors. The officers serve at the
will of the Board of Directors.
Name
|
Age
|
Positions
and Offices Held
|
Donny
Smith
|
52
|
President/Secretary/Director
|
Set forth
below is the name of our director and officer, all positions and offices with us
held, the period during which he has served as such, and the business experience
during at least the last five years:
Donny
Smith, is a co-founder and the Chairman and CEO of Jaguar Communications, Inc.
Prior to this position, Donny was the founder and CEO of Local Link, a regional
internet company, from 1995 to 1999. In the 1980’s, he was the Chairman and CEO
of the Minnesota Cattle Company, a dairy cattle export operation.
Mr. Smith
received a BS degree in International Business and Computer Science from Mankato
State University in 1991 and his MBA from The William E. Simon School of
Management in Rochester, NY in 1995.
Mr. Smith
has 9 years of experience in the field of telecommunications. Prior to working
in this area, he worked in the internet and software development areas. He has
worked or contracted for companies that include IBM, Local-Link, Xerox, Sunrise
Software, E.F. Johnson Companies, Jostens, Ford, and many others. He has
experience in Electronics, Software Engineering, Systems Development and System
Testing as well as Executive Management.
Code of
Ethics
The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics was filed as an exhibit in our
10-KSB filed on March 31, 2008.
CERTAIN
LEGAL PROCEEDINGS
No
director, nominee for director, or executive officer has appeared as a party in
any legal proceeding material to an evaluation of his ability or integrity
during the past five years.
COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who own more than 10 percent of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Officers,
directors, and greater than 10 percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company, all reports under Section 16(a) required to be filed
by its officers and directors and greater than ten percent beneficial owners
were timely filed as of the date of this filing.
Involvement
in Certain Legal Proceedings
To the
best of our knowledge, our sole director and officer has not been convicted in a
criminal proceeding, excluding traffic violations or similar misdemeanors, nor
has been a party to any judicial or administrative proceeding during the past
five years that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of federal or state
securities laws, except for matters that were dismissed without sanction or
settlement. Except as set forth in our discussion below in “Certain
Relationships and Related Transactions,” none of our directors, director
nominees or executive officers has been involved in any transactions with us or
any of our directors, executive officers, affiliates or associates which are
required to be disclosed pursuant to the rules and regulations of the
SEC.
6
ITEM
11. EXECUTIVE COMPENSATION
Our sole
officer and director does not receive any compensation for his services rendered
to us, has not received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with us. However, our officer and
director anticipates receiving benefits as a beneficial shareholder of us and,
possibly, in other ways.
No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of our
employees.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name
|
Number
of Total Shares
|
%
of Shareholdings
|
Jaguar
Communications, Inc.
|
5,250,000(1)
|
100%
|
213
South Oak Avenue
|
||
Owatonna,
Minnesota 55060
|
(1)
Jaguar Communications, Inc.’s 5% or greater voting and ownership shareholders
are as follows: Donny Smith – 15.61% voting, 13.17% ownership; Andrew T. Tanabe
– 15.03% voting, 12.30% ownership; Carl F. Schick – 14.34% voting, 11.97%
ownership; John C. Pegg – 10.73% voting, 7.75% ownership; Jay K. Clark – 10.27%
voting, 8.60% ownership; Klee Smith - 8.76% voting, 7.39% ownership and Mark
Davis. – 4.40% voting; 11.38% ownership.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS.
We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit
Fees
For our
fiscal year ended December 31, 2009, we were billed approximately $1,500 for
professional services rendered for the audit of our financial statements. We
also were billed approximately $0.00 and $0.00 for the review of financial
statements included in our periodic and other reports filed with the Securities
and Exchange Commission for our year ended December 31, 2009,
respectively.
Audit
Related Fees
There
were no fees for audit related services for the year ended December 31, 2009 and
2008.
Tax
Fees
For our
fiscal year ended December 31, 2009, we were billed approximately $500 for
professional services rendered for tax compliance, tax advice, and tax
planning.
All Other
Fees
We did
not incur any other fees related to services rendered by our principal
accountant for the fiscal year ended December 31, 2009.
7
ITEM
15. EXHIBITS AND REPORTS ON FORM 8-K
(a)
|
The
following documents are filed as part of this report:
|
1.
|
Financial
statements; see index to financial statements and schedules in Item 8
herein.
|
2.
|
Financial
statement schedules; see index to financial statements and schedules in
Item 8 herein.
|
3.
|
Exhibits:
|
The
following exhibits are filed with this Form 10-K and are identified by the
numbers indicated; see index to exhibits immediately following financial
statements and schedules of this report.
3.1
|
Articles
of Incorporation (1)
|
3.2
|
By-laws
(1)
|
14
|
Code
of Ethics (2)
|
31.1
|
302
Certification of Certifying Officer
|
32.1
|
906
Certification of Certifying Officer
|
(1) Incorporated
by reference to our Form 10-SB (SEC File No. 000-30327).
(2) Incorporated
by reference to our Form 10-KSB filed on March 31, 2008.
8
SIGNATURES
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 on its behalf by
the undersigned, there unto duly authorized.
Segway
IV Corp.
|
|
By:
|
/s/
Donny Smith
|
Donny
Smith
|
|
President,
Secretary and Director
|
Dated:
January 29, 2010
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
NAME
|
TITLE
|
DATE
|
|
/s/
Donny Smith
|
President,
Secretary and Director
|
January
29, 2010
|
|
Donny
Smith
|
|||
9