CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 30, 2002
WAYCOOL3D, INC.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
000-31365 22-3720629
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(Commission File Number) (IRS Employer Identification No.)
306 DEMERS AVENUE, EAST GRAND FORK MINNESOTA 56721
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(Address of Principal Executive Offices) (Zip Code)
(218)773-3297
(Registrant's Telephone Number, Including Area Code)
SEGWAY VII CORP.
4400 ROUTE 9, 2ND FLOOR
FREEHOLD, NEW JERSEY 07728
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant
On April 30, 2002 (the "Effective Date"), pursuant to a Stock Purchase Agreement
and Share Exchange between Waycool3d, Inc., a New Jersey corporation (the
"Company"); Richard I. Anslow ("Anslow") and Gregg Jaclin ("Jaclin"),
(collectively Anslow and Jaclin shall be known as the "Company Shareholders");
WayCool3D.com, Inc., a Nevada Corporation ("WayCool") and the shareholders of
WayCool ("WayCool Shareholders") (collectively WayCool and the shareholders of
WayCool shall be known as the "WayCool Group"), the Company acquired all of the
Waycool shares from the Waycool shareholders. Pursuant to the terms of the
Agreement, the Waycool shareholders and designees received a total of 9,000,000
shares of the Company's common stock from the Company shareholders and Waycool
became a wholly owned subsidiary of the Company.
Pursuant to the terms of the Agreement, Richard Anslow resigned as the sole
director of the Company and the following individuals were appointed to the
Board of Directors: Bradly Kerr, Jon Zavoral and Peter Zavoral. In addition, Mr.
Anslow resigned as President and Chief Executive Officer and the following
individuals were named as officers of the Company:
Bradly Kerr Chairman, President and Director
John Zavoral Secretary and Director
Peter Zavoral Treasurer and Director
The Acquisition was approved by the unanimous consent of the Board of Directors
of the Company and Waycool on April 30, 2002.
The following table sets forth information regarding the beneficial ownership of
the shares of the Common Stock (the only class of shares previously issued by
the Company) at May 1, 2002, by (i) each person known by the Company to be the
beneficial owner of more than five percent (5%) of the Company's outstanding
shares of Common Stock, (ii) each director of the Company, (iii) the executive
officers of the Company, and (iv) by all directors and executive officers of the
Company as a group, prior to and upon completion of this Offering. Each person
named in the table, has sole voting and investment power with respect to all
shares shown as beneficially owned by such person and can be contacted at the
address of the Company.
NAME OF SHARES OF
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK PERCENT OF CLASS
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Common Stock, Hatch Family Trust 861,057 8.61%
$.0001 Par Value
Common Stock Lani Hatch 1,750,115 17.50%
Common Stock Providence Sierra 795,505 7.96%
Common Stock John Zavoral 1,138,850 11.39%
Common Stock Peter Zavoral 1,137,577 11.38%
Common Stock Richard Anslow 1,000,000 10.00%
Common Stock Westminster Holdings 2,200,000 22.00%
DIRECTORS AND NAMED EXECUTIVE
OFFICERS
Common Stock John Zavoral 1,138,850 11.39%
Common Stock Peter Zavoral 1,137,577 11.38%
All Directors and Officers
as a Group 2,276,427 22.76%
The following is a biographical summary of the directors and officers of the
Company:
Bradly Kerr has been our President and Chairman of the Board since April, 2002.
He has been President of our subsidiary Waycool3D.com, Inc since February, 2002
and prior to that time he was General Manager of Waycool3D.com, Inc. since
August, 2001. Mr. Kerr was Director of Athletics at Jamestown College, Jamestown
North Dakota for several years. During this time he developed goals and
objectives, athletic scholarships, a corporate sponsorship program, enhancement
of the Booster Club, new athletic programs (golf, soccer, women's hockey) and
developed facility expansion (athletic training facility, soccer complex, and a
football stadium). He was a representative for the college to internal and
external constituencies to gain support (Chamber of Commerce, City Planning
Commission, Municipal Airport, Promotion and Tourism, City Council, Public
Schools, North Dakota State Hospital, Parks and Recreation, and Medical Clinic).
Mr. Kerr also fulfilled duties of Budgeting, fund raising, staffing and
Tournament Director (4 National Tournaments, 12 Regional Tournaments, and 12
Conference Tournaments). Prior to Jamestown College, Mr. Kerr taught and coached
for 11 years at the University of North Dakota.
During Mr. Kerr's athletic director/coaching/teaching career, he received the
following distinctions: NDCAC Administrator of the Year, Great Plains Region
Administrator of the Year, Finalist for National Administrator of the Year, NCAA
Rookie Coach of the Year, and NCC Coach of the Year. He received his Bachelor of
Science from the University of North Dakota in 1978 and he received his Master
of Education in 1985 from the University of North Dakota.
John Zavoral has been our Secretary since April, 2002. He has been Secretary of
our subsidiary, Waycool3D.com, Inc. since May 2000. Mr. Zavoral brings 25 years
of business experience to WayCool3D.com, Inc. and has been actively involved in
the major decision-making and hiring of our management team. Since high school,
John has worked as part of the management team at R.J. Zavoral & Sons, Inc.
where he has served as the Secretary and Director of such company. Mr. Zavoral
is part owner and manager of R.J Zavoral and, as such, supervises over 50
employees in their operations to build and grade roads, prepare sites, and
underground construction. The business has grown under his management from 5
employees to over 70 employees with similar growth in income. Some of the
projects that Mr. Zavoral oversees at R.J. Zavoral & Sons, Inc. are state
highways, federal dike projects, emergency services for Army Corp. of Engineers
(flood protection) and Arnold Palmer Golf Course development.
Peter Zavoral has been our Treasurer since April, 2002. He has been Treasurer
of our subsidiary, Waycool3D.com, Inc. since May 2000. He is presently the
President of RJ Zavoral & Sons, Inc. and has been part of their management team
for 23 years. In addition, since 1991 he has been President of Clay Products,
Inc where he supervises 7 employees. Clay Products, Inc. is a clay material and
aggregate supplier.
Mr. Peter Zavoral received his Administrative Arts Degree from Assumption
College in 1973. Peter Zavoral is actively involved in our community. He serves
in the following capacities: Trustee at Sacred Heart Church, East Grand Forks,
MN; Member, Finance Committee at Sacred Heart Church, East Grand Forks, MN;
Altru Health Services Board Member since 1976, Grand Forks, ND; Huntsville
Township Planning & Zoning Board; Board Member, Community Foundation of Grand
Forks, ND; and a Member of the Board of Directors of the Diocese of Crookston,
MN.
In addition to R.J. Zavoral & Sons, Inc. and Clay Products, Inc., John and Peter
Zavoral are involved in these partnerships: Deacons Greens Development
(LLP),Grand Forks ND (this is a housing development with about 128 acres
surrounding an Arnold Palmer signature golf course) and the River City Speedway
(the goal of the speedway is to bring the Nascar(R) image to Grand Forks).
The Directors named above will serve until the next annual meeting of the
shareholders of the Company in the year 2001. Directors will be elected for one
year terms at each annual shareholder's meeting. Officers hold their positions
at the appointment of the Board of Directors.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Agreement, the Company acquired one hundred percent (100%) of
the issued and outstanding shares of common stock (Common Stock) of Waycool from
the Waycool shareholders for a total of 9,000,000 shares of $0.001 par value
common stock of the Company from the shareholders of the Company and Waycool
became a wholly owned subsidiary of the Company.
Waycool is a development stage company, with 5 years of technology development
experience and one patent (for the Video Wall) being brought to us by our
founders. The Video Wall product has international sales and a billion dollar
quarterly revenue potential, through the sales of equipment and Internet/video
services.
Waycool is currently producing video flooring and various video projectors (from
video cubes to walls to the crystal ball and double view kiosks). Because of the
breadth of the potential market for 3D related products, there is an array of
other commercial and consumer 3D products that are currently under development,
such as a line of 3D lighting fixtures, a computer monitor attachment, a credit
card advertising tool and even a jewelry box.
Waycool will manufacture 3Dimensional video image projectors, provide video
advertising content to fit the informational needs of our clients and provide a
major broadcasting hub for the Internet community. This medium is appropriate
for the location-based entertainment industry, for independent businesses, for
the professional training market and home entertainment market. We will also
manufacture and produce unique and innovative products for home and office use.
Waycool will accomplish this by producing high quality hardware, hiring
experienced personnel, and maintaining a determination to create a unique and
enjoyable 3D experience for our customers. Clients will soon discover that
working with us is a unique and professional way to develop new informational
applications that are appropriate for any industry.
Waycool's short term goals include the (1) designing, manufacturing, and
distribution of 3D machines to a broadening user market; (2) establishing
ourself as an innovative company of 3-Dimensional imaging projecting systems and
3D video production; and (3) bringing the unique aesthetic and entertainment
qualities of 3D technology into every home and business through affordable,
unique and practical products (such as lighting fixtures, home decor, 3D video
games and 3D picture frames). One of our long-term goals is to set up the only
transmitting source of 3D programming available on the Internet. We will provide
Internet programming domestically and internationally, with a monthly user fee
generating revenue from worldwide users.
Waycool offers unique products for advertising and novelty use in commercial,
office and home arenas. There are a few other companies with similar 3D video
image projectors throughout the world. Most of the kiosks used at trade and
craft shows, malls and similar locations use video projectors with two-
dimensional formats, so the market is wide open to the introduction of the
unique attention--getting 3D format that we offer. Waycool is developing
lighter, more portable units which will further increase sales appeal. No other
company offers a similar product to our patented 3D Video Wall. The unique
attention--getting qualities of our products are especially evident when
combining the 3D advertising with 2D broadcasting that our 3D Video Wall offers.
The company anticipate that sports arenas and sports bars will be a great niche
for this product.
The potential for growth is tremendous, both for sales of the machines and for a
large volume of video production and Internet business; 3D advertising is eye-
catching and immediately draws attention to the product. Additionally, viewing
broadcasts in 3D is a unique experience, which will attract viewers around the
world.
Distributors to large chain stores are begging for new home consumer products.
The innovative, practical, eye-catching 3D home decor, lighting and
entertainment products are already catching the attention of these distributors.
We already have the distributors/Independent Sales Representatives in the
following states: California, New Mexico, New York, Washington and Wisconsin. We
have also established a distributor in Quebec, Canada and have interested
parties in Australia.
The commercial products market is an ever-growing market. Advertisers, trade
shows and retail establishments are always looking for a new and better way to
grab the attention of consumers. They currently are limited to one- or two-
dimensional viewing venues. Waycool has already found enthusiasm for our 3D
video projectors and video walls. The advertiser and retailers using our 3D
projectors are finding out that when a consumer looks at a product or service
advertised in 3D, they remember it. 3D viewing is an exceptional experience and
advertising is a very competitive market, so Waycool forecasts that the demand
for our 3D machines will grow steadily. And since all of its 3D video projectors
out in the field need to have new videos produced on a monthly, bi-annual or
annual basis, video production will provide Waycool with an on-going source of
income.
The target market for Waycool's 3D projectors, Video Wall and corresponding 3D
video content will be establishments involved with advertising. This includes
advertising agencies who wish to sell advertising bits, trade show participants
who want to increase traffic to their displays, retailers who wish to draw
customers into their establishments or highlight specific products within their
stores, and also entertainment, event and sports entities who wish to promote
their star figures and main events.
The 3D still and video bar tables will be a great new venue for bars, lounges
and restaurants. A still image or specially formatted 3D video are projected out
of the middle of the table for a unique, clean and always present advertising.
This is especially effective for lower-lit atmospheres. The images can easily be
changed with changing promotions.
Waycool's home and office consumer products (3D lighting fixtures, 3D computer
components, 3D picture frames and 3D conference or end/coffee tables and
handheld video games) will draw a wide variety of customers. People of most
ages, genders and income levels can enjoy the novelty of its 3D products.
Waycool will keep the prices affordable for most income groups and since the
content of the 3D image can vary tremendously, Waycool has the ability to come
up with the perfect image for nearly everyone.
Office buildings will be able to use the lighting to create a desired atmosphere
or to use it to draw attention to certain areas or advertise their logo,
products
or services. Since its 3D lighting products can be used with basic lighting
fixtures, businesses can easily and affordably enjoy the special atmosphere of
3D lighting. Its 3D Conference Table is perfect for displaying still or moving
images to boost company morale and to spark product interest in customers.
Products and Services
Waycool is currently producing a series of 3D video image projection products.
These products are revolutionizing the way consumers watch video productions by
allowing the dynamic dimension of 3D viewing. Its current customers of our 3D
Video Image Projectors use them for advertising and attracting customers.
Waycool supplies the video projectors and also creates, shoots, edits, and
animates videos to meet the specific needs of these clients. This video is
delivered in DVD format or broadcast directly to the customer via the Internet.
Waycool is are also well on its way to break into the home and office decor
industries with our unique 3D lighting, table and decorative products. It has a
3D table which can be adapted for coffee or end tables for the living room or
for conference rooms. Its 3D lighting products are available for use outdoors,
indoors, commercially or at home. The lighting fixtures can be stand alone,
wall-mounted or ceiling-mounted. It is also developing a line of 3D computer
monitors, computers and video games for home consumers. Waycool's goal is to
provide a new 3D viewing experience (without the aid of special eyewear) with a
software package that allows end-consumers to create their own 3D images.
The current market already produces some videos whose 3D effect requires the use
of special optical wear. There are also some novelty items that are called 3D,
but WayCool is the virtually the one of the few, if not the only, company
producing equipment that actually projects has actual projected 3D images 6--8
inches in front of the projector, giving a 3D effect that is are visible with
the naked eye. There are few other products on the market today that compare to
our 3D table video image projectors or lighting fixtures. And likewise, Waycool
currently creates the special videos that are displayed with our projectors.
Images are specially formatted by its video & imaging department. Images in most
products can be still or moving video with sound. Still image units are designed
for consumers to easily change the video images. Holiday & Seasonal images will
be sold as sets for some of the units. Changing the specially formatted video in
the units with DVD's is as simple as changing the DVD. Businesses can order new
videos as their advertising needs change.
Patents and Trademarks
Waycool has one patent granted for the video wall and are in the process of
filing for a patent on our 3D Video Monitor Attachment, 3D golf unit, 3D crystal
ball kiosk, and 3D double view kiosk. It has patent pending status for the 3D
casino games. It will continue to apply for patents and file additional design
and utility patent applications as we develop and market our new products to
maintain and protect our market opportunities. We have applied to register
WAYCOOL3D.COM/WAYCOOL3D as our trademark.
Manufacturing and Production Plan
WayCool3D has secured a building for manufacturing in East Grand Forks,
Minnesota, which gives it ample space to expand as our production grows. At
present, it does not require any special machinery and the highest noise level
that we will produce is that of an air compressor. There will be no toxic smells
or environmental issues associated with the production of our 3D products.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
Financial statements of the Company will be filed by an amendment to this Report
within 60 days after this Report must be filed.
(b) Pro forma financial information
Pro forma financial information will be furnished with the aforementioned
amendment.
(c) Exhibits
Number Exhibit
10 Stock Purchase Agreement and Share Exchange dated as of April
30, 2002 between Waycool3d, Inc.; Richard I. Anslow and Gregg
Jaclin; WayCool3D.com, Inc., and the shareholders of WayCool.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
WAYCOOL3D, INC.
By:/s/ Bradly Kerr
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Bradly Kerr
President
May 13, 2002