10KSB 1 f10ksb2005_segway4.htm ANNUAL YEAR END REPORT

 


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

 

FORM 10-KSB

 

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

 

ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

 

EXCHANGE ACT OF 1934

 

 

For Fiscal Year Ended

December 31, 2005

 

Commission File #0-30327

 

SEGWAY IV CORP.

(Exact name of registrant as specified in its charter)

 

New Jersey

(State or other jurisdiction of incorporation or organization)

 

22-3719169

(IRS Employer Identification Number)

 

213 South Oak Avenue, Owatonna, Minnesota 55060

(Address of principal executive offices )(Zip Code)

 

(507) 446-9166

(Registrant’s telephone no., including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

None

 

Title of each class

Name of each exchange on which registered

 

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

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

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, $0.0001 par value

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

(Title of class)

 

(Former name, former address and former fiscal year,

if changed since last report)

 

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 [

]

1

 

 



 

 

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-KSB or any amendment to this Form 10-KSB. ( )

 

Revenues for year ended December 31, 2005: $-0-

 

Aggregate market value of the voting common stock held by non-affiliates of the registrant as of March 31, 2006, was: $-0-

 

Number of shares of the registrant’s common stock outstanding as of March 31, 2006 is: 5,250,000

 

We do not have a Transfer Agent.

 

2

 

 

 



 

 

PART I

 

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.

 

 

3

 

 

 



 

 

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 redemptio  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.

 

4

 

 

 



 

 

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.

PART II

 

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

On March 31, 2006, there is one shareholder of record of our common stock. Our shares of common stock have never been traded on any recognized stock exchange.

 

DIVIDENDS

 

We do not intend to retain future earnings to support our growth. Any payment of cash dividends in the future will be dependent upon: the amount of funds legally available therefore; our earnings; financial condition; capital requirements; and other factors which our Board of Directors deems relevant.

 

ITEM 6. 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, 2005. For the year ended December 31, 2005, we recognized a net loss of $2,075. 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, 2005, 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.

 

5

 



 

 

ITEM 7. FINANCIAL STATEMENTS

 

Our financial statements, together with the report of auditors, are as follows:

 

SEGWAY IV CORP.

(a development stage company)

 

FINANCIAL STATEMENTS

 

 

 

 

AS OF DECEMBER 31, 2005

 

 

SEGWAY IV CORP.

(a development stage company)

Financial Statements Table of Contents

 

 

 

FINANCIAL STATEMENTS

Page #

 

 

Independent Auditor’s Report

1

 

 

Balance Sheet

2

 

 

Statement of Operations and Retained Deficit

3

 

 

Statement of Stockholders Equity

4

 

 

Cash Flow Statement

5

 

 

Notes to the Financial Statements

6-8

 

 

 

 

 

 

 

 

 

 



 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To The Board of Directors

SEWAY IV CORP.

(a development stage company)

 

We have audited the accompanying balance sheet of Segway IV Corp. (a development stage company), as of December 31, 2005 and 2004, and the related statement of operations, equity and cash flows for the twelve months ended December 31, 2005 and 2004 and from inception (March 31, 2000) through December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the 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 statement 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. (a development stage company), as of December 31, 2005 and 2004, and the results of its operations and its cash flows from inception (March 31, 2000) through December 31, 2005 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. As discussed in Note 1 to the financial statements, the Company has not yet commenced operations, raised capital or implemented a plan of operations. These matters raise substantial doubt about the Company’s 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, LLC

Certified Public Accountants

Altamonte Springs, FL

Tel 407-341-6942 Fax 407-540-9612

January 14, 2006

 

F-1

 



 

 

 

SEGWAY IV CORP.

(a development stage company)

BALANCE SHEETS

As of December 31, 2005 and December 31, 2004

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

12/31/05

 

12/31/2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

 

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accrued Expenses

 

$

9,550

$

7,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

9,550

 

7,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

9,550

 

7,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

(10,500)

 

(8,425)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders’ Equity

 

 

(9,550)

 

(7,475)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2005,

the twelve months ending December 31, 2004 and

from inception (March 31,2000) through December 31, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12 MONTHS

 

12 MONTHS

 

 

 

 

 

 

 

 

 

ENDING

 

ENDING

 

FROM

 

 

 

 

 

 

 

12/31/2005

 

12/31/2004

 

INCEPTION

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 

 

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF SERVICES

 

 

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT OR (LOSS)

 

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

GENERAL AND ADMINISTRATIVE EXPENSES

 

 

2,075

 

1,075

 

10,500

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

 

 

(2,075)

 

(1,075)

 

(10,500)

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCUMULATED DEFICIT, BEGINNING BALANCE

 

(8,425)

 

(6,500)

 

-

 

ACCUMULATED DEFICIT, ENDING BALANCE

 

$

(10,500)

$

(8,425)

$

(10,500)

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share

 

(Less than 0.01)

 

(Less than 0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares

 

 

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, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMMON

 

ACCUM.

 

TOTAL

 

 

 

 

 

SHARES

 

STOCK

 

DEFICIT

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Stock Issued for cash

 

 

5,250,000

$

750

$

-

$

750

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

(837)

 

(837)

 

 

 

 

 

 

 

 

 

 

 

 

Total, December 31, 2000

 

 

5,250,000

 

750

 

(837)

 

(87)

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital by shareholders

 

 

124

 

 

 

124

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

(926)

 

(926)

 

 

 

 

 

 

 

 

 

 

 

 

Total, December 31, 2001

 

 

5,250,000

 

874

 

(1,763)

 

(889)

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital by shareholders

 

 

76

 

 

 

76

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

(912)

 

(912)

 

 

 

 

 

 

 

 

 

 

 

 

Total, December 31, 2002

 

 

5,250,000

$

950

$

(2,675)

$

(1,725)

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

(3,825)

 

(3,825)

 

 

 

 

 

 

 

 

 

 

 

 

Total, December 31, 2003

 

 

5,250,000

$

950

$

(6,500)

$

(5,550)

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

(1,925)

 

(1,925)

 

 

 

 

 

 

 

 

 

 

 

 

Total, December 31, 2004

 

 

5,250,000

$

950

$

(8,425)

$

(7,475)

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

(2,075)

 

(2,075)

 

 

 

 

 

 

 

 

 

 

 

 

Total, December 31, 2005

 

 

5,250,000

$

950

$

(10,500)

$

(9,550)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2005 and 2004,

from inception (March 31, 2000) through December 31, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12 MONTHS

 

12 MONTHS

 

 

 

 

 

 

 

 

 

ENDING

 

ENDING

 

FROM

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

12/31/05

 

12/31/2004

 

INCEPTION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

$

(2,075)

$

(1,075)

$

(10,500)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease) in Accrued Expenses

 

2,075

 

1,075

 

9,550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 Company has net operating losses from inception in the amount $10,500 which can be used to offset future income for tax purposes affording the Company a tax savings of approximately $2,000. The net losses may be carried forward for a twenty year period of time from the year such losses were incurred. The losses will expire as follows:

 

2020

$

837

2021

 

926

2022

 

912

2033

 

3,825

2034

 

1,925

2025

 

2,075

Total

$

10,500

 

 

F-7

 



 

 

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

 

 

 

 

 

 



 

 

ITEM 8.

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 has there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

 

ITEM 8A. CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures

 

Our principal executive officer and principal financial officer evaluated our disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) for the period ending December 31, 2005 (the “Evaluation Date”). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were adequate to ensure that information required to be disclosed by us, including our consolidated subsidiaries, in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations. Although our principal executive officer and principal financial officer believes our existing disclosure controls and procedures are adequate to enable us to comply with our disclosure obligations, we intend to formalize and document the procedures already in place and establish a disclosure committee.

 

Changes in internal controls

 

We have not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.

 

ITEM 8B. OTHER INFORMATION

 

None.

 

PART III

 

ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE

 

WITH SECTION 16(A) OF THE EXCHANGE ACT

 

 

Our directors and officers, as of December 31, 2005 and March 31, 2006, 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

48

President/Secretary/Director

 

 

BUSINESS EXPERIENCE

 

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.

 

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Mr. Smith has 5 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.

 

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

 

We have not filed a Form 5 for the year ending December 31, 2005.

 

ITEM 10. EXECUTIVE COMPENSATION

 

Our 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 11. 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, Minnesota55060

 

 

 

(1) Jaguar Communications, Inc.'s 5% or greater voting and ownership shareholders are as follows: Donny Smith - 13.05% voting, 13.27% ownership; Andrew T. Tanabe - 12.73% voting, 12.86% ownership ; Carl F. Schick - 12.04% voting, 12.17% ownership; John C. Pegg - 11.02% voting, 8.46% ownership; Jay K. Clark - 8.62% voting, 8.75% ownership; Klee Smith - 8.78% voting, 7.44% ownership and Greater Minnesota Synergy, Inc. - 15% voting; 15% ownership. Myke Swan is the CEO of Greater Minnesota Synergy, Inc.

 

ITEM 12. 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 13. 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 7 herein.

 

2.

Financial statement schedules; see index to financial statements and schedules in Item 7 herein.

 

3. Exhibits:

 

The following exhibits are filed with this Form 10-KSB and are identified by the numbers indicated; see index to exhibits immediately following financial statements and schedules of this report.

 

7

 



 

 

EXHIBIT INDEX

 

3.1

Articles of Incorporation (1)

 

3.2

By-laws (1)

 

14

Code of Ethics

 

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. 0-30327).

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

For our fiscal year ended December 31, 2005, we were billed approximately $1000.00 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, 2005, respectively.

 

Tax Fees

 

For our fiscal year ended December 31, 2005, we were billed approximately $2,500.00 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, 2005.

 

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: March 31, 2006

 

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

March 31, 2006

Donny Smith

 

 

 

 

 

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