U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
For the transition period from to
Commission File No. 000-31365
WAYCOOL3D, INC.
(f/k/a Segway VII Corp.)
(Name of Small Business Issuer in Its Charter)
New Jersey
(State of Other Jurisdiction of
Incorporation or Organization)
22-3720629
(I.R.S. Employer
Identification No.)
306 Demers Avenue
East Grand Forks, Minnesota 56721
(Address of Principal Executive Offices) (Zip Code)
(218)773-3297
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 15, 2002 the Company
had 10,000,000 shares of Common Stock outstanding, $0.0001 par value.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results from inception
(April 6, 2000) and three months ended March 31, 2002 are not necessarily
indicative of results that may be expected for the year ending December 31,
2002. The financial statements are presented on the accrual basis.
WAYCOOL3D, INC.
(f/k/a Segway VII Corp.)
FINANCIAL STATEMENTS
AS OF MARCH 31, 2002
WAYCOOL3D, INC.
(f/k/a Segway VII Corp.)
Financial Statements Table of Contents
FINANCIAL STATEMENTS Page #
Balance Sheet 1
Statement of Operations 2
Statement of Stockholders Equity 3
Statement of Cash Flows 4
Notes to the Financial Statements 5-7
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Signatures
SEGWAY VII CORP.
BALANCE SHEET
As of March 31, 2002
and December 31, 2001
ASSETS
CURRENT ASSETS March 31, 2002 December 31, 2001
Cash $ 12 $ 10
------------ ------------
TOTAL ASSETS $ 12 $ 10
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 1,025 $ 925
------------ -----------
TOTAL LIABILITIES 1,025 925
------------ -----------
STOCKHOLDERS' EQUITY
Common Stock - par value $0.0001;
100,000,000 shares authorized;
5,000,000 issued and outstanding 500 500
Additional paid in capital 375 325
Preferred Stock - Par value $0.0001;
20,000,000 shares authorized;
none issued and outstanding 0 0
Accumulated Deficit (1,888) (1,740)
------------- ----------
Total stockholders' equity (1,013) (915)
------------- ----------
TOTAL LIABILITIES AND EQUITY $ 12 $ 10
============= ==========
The accompanying notes are an integral part of these
financial statements.
F-1
SEGWAY VII CORP.
STATEMENT OF OPERATIONS
For the three months ended March 31, 2002 and
2001, and from inception (April 6, 2000) through
March 31, 2002
Three Months Three Months From Inception
March 31, 2002 March 31, 2001 To March 31, 2002
REVENUE Sales $ 0 $ 0 $ 0
Cost of sales 0 0 0
----------- ----------- -----------
GROSS PROFIT 0 0 0
GENERAL AND ADMINISTRATIVE EXPENSES 148 149 1,888
----------- ----------- -----------
NET LOSS (148) (149) $ (1,888)
----------- ----------- -----------
ACCUMULATED DEFICIT, BEGINNING BALANCE (1,740) (797)
----------- -----------
ACCUMULATED DEFICIT, ENDING BALANCE $ (1,888) $ (946)
=========== ===========
NET EARNINGS PER SHARE
Basic and Diluted
Net loss per share (Less than .01)
Basic and Diluted Weighted Average
Number of Common Shares Outstanding 5,000,000
The accompanying notes are an integral part of these
financial statements.
F-2
SEGWAY VII CORP.
STATEMENT OF STOCKHOLDERS' EQUITY
From inception (April 6, 2000)through March 31, 2002
SHARES COMMON STOCK ACCUMULATED DEFICIT TOTAL
------------- ------------- ----------------- ------------
Stock issued for cash 5,000,000 $ 625 $ 625
Net loss $ (797) (797)
------------ ------------ ---------------- ------------
Total at December 31, 2000 5,000,000 625 (797) (172)
Contributed capital
by shareholders 200 200
Net loss (943) (943)
------------- ------------- --------------- ------------
Total at December 31, 2001 5,000,000 825 (1,740) (915)
Contributed capital
by shareholders 50 50
Net loss (148) (148)
------------- ------------- --------------- ------------
Total at March 31, 2002 5,000,000 $ 875 $ (1,888) $ (1,013)
============= ============= =============== ============
The accompanying notes are an integral part of these
financial statements.
F-3
SEGWAY VII CORP.
STATEMENT OF CASH FLOWS
For the three months ended March 31, 2002, and
from inception (April 6, 2000) through March 31, 2002
CASH FLOWS FROM OPERATING ACTIVITIES March 31, 2002 From Inception
Net income (loss) $ (148) $ (1,888)
Increases (Decrease) in accrued expenses 100 1,025
------------- ----------
NET CASH PROVIDED OR (USED) IN OPERATIONS (48) (863)
CASH FLOWS FROM FINANCING ACTIVITIES
None 0 0
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from issuance of common stock 0 625
Proceeds from capital contributions 50 250
------------ ---------
50 875
CASH RECONCILIATION
Net increase (decrease) in cash 2 12
Beginning cash balance 10 0
----------- -----------
CASH BALANCE AT END OF YEAR 12 12
=========== ===========
The accompanying notes are an integral part of these
financial statements.
F-4
SEGWAY VII CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
1. Summary of significant accounting policies:
------------------------------------------
Industry - Segway VII Corp. (The Company), a Company incorporated in the state
- --------
of New Jersey as of April 6, 2000, has located a business entity for the
combination of that target company with The Company. See Subsequent Event
Footnote 11 for a further explanation.
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.
F-5
SEGWAY VII CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
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.
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.
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.
F-6
SEGWAY VII CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
6. Accrued Expenses:
----------------
Accrued expenses consist of accrued legal, accounting and office costs during
this stage of the business.
7. Operating Lease Agreements:
--------------------------
The Company has no agreements at this time.
8. Stockholder's Equity:
--------------------
Common Stock includes 100,000,000 shares authorized at a par value of $0.0001,
of which 5,000,000 have been issued for the amount of $625. The shareholders
contributed an additional $200 to capital during the year 2001 and $50 during
the year 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.
9. Required Cash Flow Disclosure for Interest and Taxes Paid:
---------------------------------------------------------
The Company has paid no amounts for federal income taxes and interest.
10. 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.
11. Subsequent Events:
-----------------
On April 5, 2002, the Company undertook a 2-1 forward split of its outstanding
common shares increasing the amount of shares of common stock outstanding in the
Company to 10,000,000. On April 23, 2003, the Company filed a Certificate of
Amendment in the State of New Jersey changing its name to Waycool3d, Inc.
On April 30, 2002, the Company entered into a Stock Purchase Agreement and Share
Exchange ("Agreement") with Waycool3d.com, Inc. ("Waycool"), pursuant to which
the principal shareholders of the Company transferred a total of 9,000,000
shares to the Waycool shareholders and the Company acquired all of the
outstanding shares of capital stock of Waycool. Upon the effective date of the
Agreement, Waycool became a wholly owned subsidiary of the Company and the
current stockholders of Waycool own approximately 90% of the Company's shares of
common stock outstanding. Following the closing of the transaction with Waycool,
Richard I. Anslow, the sole officer and director of the Company resigned and
Bradley Kerr, John Zavoral and Peter Zavoral became all of the members of the
Company's Board of Directors, and Bradley Kerr became President, Peter Zavoral
became the Treasurer and John Zavoral became the Secretary of the Company.
Following the closing of this transaction, the Company timely filed with the
Securities and Exchange Commission a Current Report on Form 8-K disclosing the
principal terms of such documents and included as an exhibit thereto a copy of
the relevant agreements.
F-7
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations
- -------------------------------------------------------------------------------
Plan of Operation
On April 5, 2002, we undertook a 2-1 forward split of its outstanding common
shares increasing our amount of shares of common stock outstanding to
10,000,000. On April 23, 2003, we filed a Certificate of Amendment in the State
of New Jersey changing our name to Waycool3d, Inc.
On April 30, 2002, we entered into a Stock Purchase Agreement and Share Exchange
("Agreement") with Waycool3d.com, Inc. ("Waycool"), pursuant to which our
principal shareholders transferred a total of 9,000,000 shares to the Waycool
shareholders and we acquired all of the outstanding shares of capital stock of
Waycool. Upon the effective date of the Agreement, Waycool became our wholly
owned subsidiary and the current stockholders of Waycool own approximately 90%
of our shares of common stock outstanding. Following the closing of the
transaction with Waycool, Richard I. Anslow, our sole officer and director
resigned and Bradley Kerr, John Zavoral and Peter Zavoral became all of our
members of the Board of Directors, and Bradley Kerr became our President, Peter
Zavoral became our Treasurer and John Zavoral became our Secretary. Following
the closing of this transaction, we timely filed with the Securities and
Exchange Commission a Current Report on Form 8-K disclosing the principal terms
of such documents and included as an exhibit thereto a copy of the relevant
agreements.
Results of Operation
We did not have any operating income from inception (April, 2000) through March
31, 2002. For the quarter ended March 31, 2002, we recognized a net loss of
$148. Some general and administrative expenses during the quarter were accrued.
Expenses for the quarter were comprised of costs mainly associated with legal,
accounting and office.
Liquidity and Capital Resources
At March 31, 2002 we had no capital resources.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. Not Applicable
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. Not Applicable
Item 4. Submission of Matters to a Vote of Security
Holders. None
Item 5. Other Information. None
Item 6. Exhibits and Reports of Form 8-K. None
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 in its
behalf by the undersigned, thereunto duly authorized, on May 15, 2002.
WAYCOOL3D, INC.
(f/k/a Segway VII Corp.)
By: /s/ Bradly Kerr
-----------------------------
Bradly Kerr
President and Director