Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - SEGWAY IV CORP | Financial_Report.xls |
| EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - SEGWAY IV CORP | f10k2011ex32i_segway4.htm |
| EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - SEGWAY IV CORP | f10k2011ex31i_segway4.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2011
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to __________
Commission File No. 000-30327
SEGWAY IV CORP.
(Exact name of registrant as specified in its charter)
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NEW JERSEY
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22-3719169
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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213 South Oak Avenue,
Owatonna, Minnesota
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55060
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (507) 446-9166
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Securities registered under Section 12(b) of the Act:
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Title of each class:
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Name of each exchange on which registered:
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None
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None
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Securities registered under Section 12(g) of the Act:
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Common Stock, par value $.001
(Title of class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of 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, 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.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes x No o
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2011: $0
Number of shares of the registrant’s common stock outstanding as of April 9, 2012: 5,250,000
Documents Incorporated by Reference: None.
TABLE OF CONTENTS
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PART I
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||
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ITEM 1.
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BUSINESS
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1
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ITEM 1A.
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RISK FACTORS
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2
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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2
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ITEM 2.
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PROPERTIES
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2
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ITEM 3.
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LEGAL PROCEEDINGS
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2
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ITEM 4.
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MINE SAFETY DISCLOSURES
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2
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PART II
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||
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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2
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ITEM 6.
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SELECTED FINANCIAL DATA
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3
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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3
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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4
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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5
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ITEM 9A.
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CONTROLS AND PROCEDURES
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5
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ITEM 9B.
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OTHER INFORMATION
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6 |
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PART III
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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6
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ITEM 11.
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EXECUTIVE COMPENSATION
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7
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
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8
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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8
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ITEM 14.
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PRINCIPAL ACCOUNTING FEES AND SERVICES
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9
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PART IV
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||
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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9
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SIGNATURES
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10
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PART I
ITEM 1. BUSINESS
Overview
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:
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*
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the ability to use registered securities to make acquisitions of assets or businesses;
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*
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increased visibility in the financial community;
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*
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the facilitation of borrowing from financial institutions;
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*
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improved trading efficiency;
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*
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shareholder liquidity;
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*
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greater ease in subsequently raising capital;
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*
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compensation of key employees through stock options for which there may be a market valuation;
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*
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enhanced corporate image;
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*
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a presence in the United States capital market.
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Potential Target Companies
A business entity, if any, which may be interested in a business combination with us may include the following:
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*
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a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;
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*
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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;
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*
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a company which wishes to become public with less dilution of its common stock than would occur upon an underwriting;
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*
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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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*
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a foreign company which may wish an initial entry into the United States securities market;
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*
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a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; or
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*
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a company seeking one or more of the other perceived benefits of becoming a public company.
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1
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 1A. RISK FACTORS
This information is not required for smaller reporting companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS
This information is not required for smaller reporting companies.
ITEM 2. PROPERTIES
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. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
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 is one holder 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.
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.
2
Securities Authorized for Issuance under Equity Compensation Plans
We do not have in effect any compensation plans under which our equity securities are authorized for issuance.
ITEM 6. SELECTED FINANCIAL DATA
This information is not required for smaller reporting companies.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operations
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
Revenues
We did not have any operating income from inception (March 31, 2000) through December 31, 2011.
Operating Expenses
For the year ended December 31, 2011, we recognized a net loss of $12,785, compared to a net loss of $9,102 for the year ended December 30, 2010. 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, 2011, 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.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SEGWAY IV CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2011
4
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Segway IV Corp.
(a development stage company)
Financial Statements Table of Contents
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FINANCIAL STATEMENTS
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Page #
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Report of Independent Registered Public Accountant
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F-1
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Balance Sheet
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F-2
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Statement of Operations and Retained Deficit
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F-3
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Statement of Stockholders Equity
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F-4
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Cash Flow Statement
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F-5
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Notes to the Financial Statements
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F-6
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Report of Independent Registered Public Accounting Firm
To the Board of Director and shareholders
Segway IV Corp.
We have audited the accompanying balance sheets of Segway IV Corp. as of December 31, 2011 and 2010, and the related statement of operations, stockholder’s equity, and cash flows from inception (March 31, 2000 ) through the years then ended December 31, 2011 and 2010. 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial report. Accordingly we express no such opinion. An audit also 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 audits provide 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. as of December 31, 2011 and 2010 and the results of its operations and its cash flows for the twelve months ended December 31, 2011 and 2010 and from inception (March 31, 2000) through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
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.
/s/ Kiesling Associates LLP
Kiesling Associates LLP
West Des Moines, Iowa
April 5, 2012
F-1
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SEGWAY IV CORP.
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||||||||
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(a development stage company)
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BALANCE SHEETS
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As of December 31, 2011 and 2010
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||||||||
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ASSETS
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||||||||
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CURRENT ASSETS
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12/31/2011
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12/31/2010
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||||||
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Cash
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$ | - | $ | - | ||||
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Total Current Assets
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- | - | ||||||
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TOTAL ASSETS
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$ | - | $ | - | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
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CURRENT LIABILITIES
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||||||||
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Accrued Expenses
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$ | 40,487 | $ | 27,702 | ||||
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Total Current Liabilities
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40,487 | 27,702 | ||||||
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TOTAL LIABILITIES
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40,487 | 27,702 | ||||||
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STOCKHOLDERS' EQUITY
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||||||||
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Preferred Stock - Par value $0.0001;
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||||||||
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Authorized: 20,000,000
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||||||||
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None issues and outstanding
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- | - | ||||||
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Common Stock - Par value $0.0001;
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||||||||
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Authorized: 100,000,000
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||||||||
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Issued and Outstanding: 5,250,000
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525 | 525 | ||||||
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Additional Paid-In Capital
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425 | 425 | ||||||
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Accumulated Deficit
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(41,437 | ) | (28,652 | ) | ||||
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Total Stockholders' Equity
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(40,487 | ) | (27,702 | ) | ||||
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TOTAL LIABILITIES AND EQUITY
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$ | - | $ | - | ||||
The accompanying notes are an integral part of these financial statements
F-2
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SEGWAY IV CORP.
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(a development stage company)
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||||||||||||
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STATEMENT OF OPERATIONS
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||||||||||||
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For the twelve months ending December 31, 2011 and 2010
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||||||||||||
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From inception (March 31, 2000) through December 31, 2011
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||||||||||||
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12 MONTHS
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12 MONTHS
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|||||||||||
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ENDING
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ENDING
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FROM
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||||||||||
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12/31/2011
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12/31/2010
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INCEPTION
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||||||||||
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REVENUE
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$ | - | $ | - | $ | - | ||||||
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COST OF SERVICES
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- | - | - | |||||||||
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GROSS PROFIT OR (LOSS)
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- | - | - | |||||||||
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GENERAL AND ADMINISTRATIVE EXPENSES
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12,785 | 9,102 | 41,437 | |||||||||
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NET INCOME (LOSS)
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(12,785 | ) | (9,102 | ) | (41,437 | ) | ||||||
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ACCUMULATED DEFICIT, BEGINNING BALANCE
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(12,785 | ) | (19,550 | ) | - | |||||||
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ACCUMULATED DEFICIT, ENDING BALANCE
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$ | (41,437 | ) | $ | (28,652 | ) | $ | (41,437 | ) | |||
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Earnings (loss) per share
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$ | ( 0.0024 | ) | $ | (0.0017 | ) | $ | (0.0079 | ) | |||
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Weighted average number of common shares
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5,250,000 | 5,250,000 | 5,250,000 | |||||||||
The accompanying notes are an integral part of these financial statements
F-3
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SEGWAY IV CORP.
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||||||||||||||||||||
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(a development stage company)
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||||||||||||||||||||
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STATEMENT OF STOCKHOLDERS' EQUITY
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||||||||||||||||||||
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From inception (March 31, 2000) through December 31, 2011
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||||||||||||||||||||
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COMMON
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ADDITIONAL
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ACCUM.
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TOTAL
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|||||||||||||||||
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SHARES
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STOCK
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PAID IN
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DEFICIT
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EQUITY
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||||||||||||||||
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Stock Issued for cash
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5,250,000
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$
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525
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$
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225
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$
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-
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$
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750
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|||||||||||
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Net Loss
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(837
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)
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(837
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)
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||||||||||||||||
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Total, December 31, 2000
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5,250,000
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525
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225
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(837
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)
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(87
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)
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|||||||||||||
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Contributed capital by shareholders
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124
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124
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||||||||||||||||||
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Net Loss
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(926
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)
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(926
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)
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||||||||||||||||
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Total, December 31, 2001
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5,250,000
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525
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349
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(1,763
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)
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(889
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)
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|||||||||||||
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Contributed capital by shareholders
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76
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76
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||||||||||||||||||
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Net Loss
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(912
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)
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(912
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)
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||||||||||||||||
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Total, December 31, 2002
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5,250,000
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525
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425
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(2,675
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)
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(1,725
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)
|
|||||||||||||
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Net Loss
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(3,825
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)
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(3,825
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)
|
||||||||||||||||
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Total, December 31, 2003
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5,250,000
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525
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425
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(6,500
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)
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(5,550
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)
|
|||||||||||||
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Net Loss
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(1,925
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)
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(1,925
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)
|
||||||||||||||||
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Total, December 31, 2004
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5,250,000
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525
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425
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(8,425
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)
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(7,475
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)
|
|||||||||||||
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Net Loss
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(2,075
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)
|
(2,075
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)
|
||||||||||||||||
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Total, December 31, 2005
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5,250,000
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525
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425
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(10,500
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)
|
(9,550
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)
|
|||||||||||||
|
Net Loss
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(1,300
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)
|
(1,300
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)
|
||||||||||||||||
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Total, December 31, 2006
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5,250,000
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525
|
425
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(11,800
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)
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(10,850
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)
|
|||||||||||||
|
Net Loss
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(2,500
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)
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(2,500
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)
|
||||||||||||||||
|
Total, December 31, 2007
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5,250,000
|
525
|
425
|
(14,300
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)
|
(13,350
|
)
|
|||||||||||||
|
Net Loss
|
(2,500
|
)
|
(2,500
|
)
|
||||||||||||||||
|
Total, December 31, 2008
|
5,250,000
|
525
|
425
|
(16,800
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)
|
(15,850
|
)
|
|||||||||||||
|
Net Loss
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(2,750
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)
|
(2,750
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)
|
||||||||||||||||
|
Total, December 31, 2009
|
5,250,000
|
$
|
525
|
$
|
425
|
$
|
(19,550
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)
|
$
|
(18,600
|
)
|
|||||||||
| Net Loss | (9,102 | ) | (9,102 | ) | ||||||||||||||||
| Total, December 31, 2010 | 5,250,000 | 525 | 425 | (28,652 | ) | (27,702 | ) | |||||||||||||
| Net Loss | (12,785 | ) | (12,785 | ) | ||||||||||||||||
| Total, December 31, 2011 | 5,250,000 | 525 | 425 | (41,437 | ) | (40,487 | ) | |||||||||||||
The accompanying notes are an integral part of these financial statements
F-4
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SEGWAY IV CORP.
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(a development stage company)
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STATEMENTS OF CASH FLOWS
|
||||||||||||
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For the twelve months ending December 31, 2011 and 2010,
|
||||||||||||
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from inception (March 31, 2000) through December 31, 2011
|
||||||||||||
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12 MONTHS
|
12 MONTHS
|
|||||||||||
|
ENDING
|
ENDING
|
FROM
|
||||||||||
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CASH FLOWS FROM OPERATING ACTIVITIES
|
12/31/2011
|
12/31/2010
|
INCEPTION
|
|||||||||
|
Net income (loss)
|
$ | (12,785 | ) | $ | (9,102 | ) | $ | (41,437 | ) | |||
|
Increase (Decrease) in Accrued Expenses
|
12,785 | 9,102 | 40,487 | |||||||||
|
Net cash provided by (used in) operating activities
|
- | - | (950 | ) | ||||||||
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CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
|
None
|
- | - | - | |||||||||
|
Net cash flows provided by (used in) investing activities
|
- | - | - | |||||||||
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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, 2011 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, 2011, the Company had an operating loss of $12,785, 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, 2011 of $8,287.
No provision was made for federal income tax since the Company has significant net operating losses. From inception through December 31, 2011, the Company incurred net operating losses for tax purposes of approximately $41,437. The net operating loss carry forwards may be used to reduce taxable income through the years 2020 to 2031. 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, 2011 are as follows:
F-7
|
Deferred tax assets:
|
||||
|
Federal net operating loss
|
$ | 6,215 | ||
|
State net operating loss
|
2,072 | |||
|
Total deferred tax assets
|
8,287 | |||
|
Less valuation allowance
|
(8,287 | ) | ||
| $ | -- | |||
The Company has provided a 100% valuation allowance on the deferred tax assets at December 31, 2011 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, 2011 and 2010 is as follows:
|
2011
|
2010
|
|||||||
|
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 Financial Accounting Standards Codification (FASC) 260, “Earnings per Share”. 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, 2011. Based upon that evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CAO, as appropriate, to allow 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 Kiesling Associates, LLP, 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) 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, 2011.
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, 2011 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, AND CORPORATE GOVERNANCE
Our sole director and officer, as of April 9, 2012, is 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
|
54
|
President/Secretary/Director
|
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
Donny Smith, is a co-founder 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 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. 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.
Employment Agreements
We do not have an employment agreement with our sole officer and director.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
|
·
|
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
·
|
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
|
|
·
|
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
|
|
·
|
been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
|
·
|
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
·
|
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
6
Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors 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 Commission.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Board Committees
Our Board of Directors has no separate committees and our Board of Directors acts as the audit committee and the compensation committee. We do not have an audit committee financial expert serving on our Board of Directors.
Code of Ethics
The company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer.
Section 16(a) Beneficial Ownership Reporting Compliance
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.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
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.
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred
Compensation Earnings
($)
|
All Other Compensation
($)
|
Totals
($)
|
||||||||||||||
|
Donny Smith, President and Director
|
2010
2011
|
$
$
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
$
$
|
0
0
|
||||||||||||
Grants
We had no outstanding equity awards as of the end of fiscal 2011.
Option Exercises and Fiscal Year-End Option Value Table
There were no stock options exercised during fiscal 2011 by the executive officers.
Long-Term Incentive Plans and Awards
There were no awards made to a named executive officer in fiscal 2011 under any long-term incentive plan.
Employment Contracts, Termination of Employment, Change-in-Control Arrangements
We have no other employment agreements with any of our executive officers.
7
Director Compensation
We have provided no compensation to our directors for their services provided as directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding our shares of common stock beneficially owned as of April 9, 2012, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of April 9, 2012. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of April 9, 2012 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
|
Name and Address of Beneficial Owner (1)
|
Amount and Nature of Beneficial Ownership
|
Percent of Class
|
|
Jaguar Communications, Inc.
|
5,250,000(2)
|
100%
|
|
213 South Oak Avenue
|
||
|
Owatonna, Minnesota 55060
|
|
Donny Smith
|
5,250,000(3)
|
100%
|
|
All directors and officers as a group (1 person)
|
5,250,000
|
100%
|
|
(1)
|
Unless otherwise indicated, the address of all beneficial owners is c/o Segway IV Corp. 213 South Oak Avenue, Owatonna, Minnesota, 55060.
|
|
(2)
|
Jaguar Communications, Inc.’s 5% or greater voting and ownership shareholders are as follows: Donny Smith – 11.4% voting, 11.4% ownership; Paris Investments – 10.47% voting, 10.47% ownership; Andrew T. Tanabe – 10.41% voting, 10.41% ownership; Carl F. Schick – 10.12% voting, 10.12% ownership; Mark Davis – 10.16% voting, 10.16% ownership; Jay K. Clark – 7.51% voting, 7.51% ownership and Klee Smith – 6.26% voting, 6.26% ownership.
|
|
(3)
|
Mr. Smith holds his shares beneficially through his ownership in Jaguar Communications, Inc.
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
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.
Director Independence
Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:
|
·
|
the director is, or at any time during the past three years was, an employee of the company;
|
|
·
|
the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
|
|
·
|
a family member of the director is, or at any time during the past three years was, an executive officer of the company;
|
|
·
|
the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
|
8
|
·
|
the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.
|
We do not have any independent directors. We do not have an audit committee, compensation committee or nominating committee.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
For our fiscal year ended December 31, 2011, we were billed $2,500 for professional services rendered for the audit of our financial statements. We were billed $2,400 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, 2011.
Audit Related Fees
The Company did not incur any audit related fees, other than the fees discussed in Audit Fees, above, for services related to our audit for the fiscal years ended August 31, 2011 and 2010.
Tax Fees
For our fiscal year ended December 31, 2011, we were billed approximately $543 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, 2011.
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
|
(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
|
Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
32.1
|
Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS *
|
XBRL Instance Document
|
||
|
101.SCH *
|
XBRL Taxonomy Schema
|
||
|
101.CAL *
|
XBRL Taxonomy Calculation Linkbase
|
||
|
101.DEF *
|
XBRL Taxonomy Definition Linkbase
|
||
|
101.LAB *
|
XBRL Taxonomy Label Linkbase
|
||
|
101.PRE *
|
XBRL Taxonomy Presentation Linkbase
|
||
|
(1)
|
Filed as an Exhibit on Form 10-SB with the SEC on April 13, 2000.
|
|
(2)
|
Filed as an Exhibit on Form 10-KSB with the SEC on March 31, 2008.
|
In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
* Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
9
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 and Secretary
(Principal Executive Officer)
(Principal Financial Officer)
|
|
Dated: April 9, 2012
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
|
April 9, 2012
|
|
|
Donny Smith
|
|||
10