Edgar Filing: SPEEDHAUL HOLDINGS, INC.

SECURITIES AND EXCHANGE COMMISSION

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AMENDMENT NO. 4 TO FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Speedhaul Holdings, Inc.
(Exact Name of Small Business Issuer in its Charter)

NEW JERSEY ( ) 22-3719165
(State of Incorporation) (Primary Standard (IRS Employer ID
No.)
Classification Code)

7 BAYHILL BOULEVARD
MONROE, NJ 08831
(732)637-1296

(Address and Telephone Number of Registrant's Principal
Executive Offices and Principal Place of Business)

ANDREW NORINS
7 BAYHILL BOULEVARD
MONROE, NJ 08831
(732)637-1296

(Name, Address and Telephone Number of Agent for Service)

Copies of communications to:

GREGG E. JACLIN, ESQ.
ANSLOW & JACLIN, LLP
195 ROUTE 9, SUITE 204
MANALAPAN, NEW JERSEY 07726

TELEPHONE NO.: (732) 409-1212
FACSIMILE NO.: (732) 577-1188

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective. If any of the
securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 417 under the Securities Act of 1933, check
the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration Statement number of the earlier
effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.|_| If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.|_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE

Amount to be Proposed Maximum Proposed Maximum
Registered Aggregate Aggregate Amount of
Title of Each Class Of Offering Price Offering Price Registration fee
securities to be Registered per share

Common Stock of par value $.0001 per share 210,100 $0.25 $52,525 $6.18

The offering price has been estimated solely for the purpose of computing the
amount of the registration fee in accordance with Rule 457(c). Our common stock
is not traded and any national exchange and in accordance with Rule 457, the
offering price was determined by the price shareholders were sold to our
shareholders in a private placement memorandum. The price of $0.25 is a fixed
price at which the selling security holders may sell their shares until our
common stock is quoted on the OTC Bulletin Board at which time the shares may be
sold at prevailing market prices or privately negotiated prices.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED MAY , 2005

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
securities act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to said section 8(a),
may determine.

PROSPECTUS
SPEEDHAUL HOLDINGS, INC.

210,100 SHARES
COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus. Our common stock is presently
not traded on any market or securities exchange. The 210,100 shares of our
common stock can be sold by selling security holders at a fixed price of $.25
per share until our shares are quoted on the OTC Bulletin Board and thereafter
at prevailing market prices or privately negotiated prices.

The purchase of the securities offered through this prospectus involves a high
degree to risk. You should carefully consider the factors described under the
heading "Risk Factors" beginning on Page 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

The information in this prospectus is not complete and may be changed. The
shareholders may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any state where the offer or sale is not permitted.

The Date Of This Prospectus Is: May , 2005

TABLE OF CONTENTS

PAGE
Summary

About our Company ...........................................................1

Risk Factors ................................................................2

Use of Proceeds..............................................................6

Determination of Offering Price..............................................6

Dilution.....................................................................6

Selling Shareholders.........................................................7

Plan of Distribution.........................................................8

Legal Proceedings............................................................9

Directors, Executive Officers, Promoters and Control Persons.................9

Security Ownership of Certain Beneficial Owners and Management..............10

Description of Securities Interests of Named Experts and Counsel............10

Disclosure of Commission Position of Indemnification for....................11
Securities Act Liabilities

Organization Within Last Five Years.........................................12

Description of Business.....................................................11

Plan of Operation...........................................................11

Description of Property.....................................................17

Certain Relationships and Related Transactions..............................18

Market for Common Equity and Related Stockholder Matters....................18

Executive Compensation......................................................19

Available Information.......................................................20

Index to Financial Statements...............................................F

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ABOUT OUR COMPANY

We were incorporated on March 31, 2000 under the laws of the State of New Jersey
as Segway III Corp. as a blank check company to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions.
On December 21, 2004, we acquired all of the shares of Speedhaul, Inc., a New
Jersey corporation, from Andrew Norins, the sole Speedhaul, Inc. shareholder, in
consideration for the issuance of 20,000,000 shares of our common stock to Mr.
Norins pursuant to a Stock Purchase Agreement and Share Exchange between
Speedhaul and us. Pursuant to the Agreement, Speedhaul became our wholly owned
subsidiary and we filed Articles of Amendment with the State of New Jersey
changing our name to Speedhaul Holdings, Inc. Until this merger, our activities
had been limited to actions related to our organization and we conducted
virtually no business operations. Now our principle line of business is
providing posting and searching services for the freight trucking industry. Our
principal offices are located at 7 Bayhill Blvd., Monroe New Jersey 08831. We
are not a blank check company as defined in Rule 419 since we have conducted
operating activities and have taken affirmative steps in the operation of our
business activities. We currently have no intention to merge with another entity
either inside or outside of our industry.

Our subsidiary, SpeedHaul, Inc., is an Internet subscription based load and
equipment posting and searching service for the freight trucking business. We
commenced offering our services in January 2005 although, to date, we have not
generated any revenues. Our strategy is directed toward the satisfaction of our
customer's needs through integrated internet based technology for the trucking
industry that quickly and easily allows shippers, carriers, and brokers to post
and search load and equipment listings throughout the United States and Canada,
24 hours a day, 7 days a week.

We will use the Internet as a platform for marketing and distributing our
products and services. Our domain name is www.SpeedHaul.com and our website
recently became operational as of December 2004. We expect that revenues will be
collected from charges imposed on subscribers when they register as authorized
users of our services.

Some of the information on our website is provided through links to other
websites and therefore is not proprietary to us. There is no cost to us for
maintaining these links. Visitors to our website may utilize services that are
provided or fulfilled from outsourced companies from the links provided to
visitors of www.SpeedHaul.com.

TERMS OF THE OFFERING

The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus. The selling stockholders are
selling shares of common stock covered by this prospectus for their own account.

We will not receive any of the proceeds from the resale of these shares. The
offering price of $.25 was determined by the price shares were sold to our
shareholders in a private placement memorandum and is a fixed price at which the
selling security holders may sell their shares until our common stock is quoted
on the OTC Bulletin Board, at which time the shares may be sold at prevailing
market prices or privately negotiated prices. We have agreed to bear the
expenses relating to the registration of the shares for the selling security
holders.

WHERE YOU CAN FIND US

Our corporate offices are located at 7 Bayhill Boulevard, Monroe, New Jersey
08831. Our telephone number is (732)637-1296. We have an Internet website
located at www.speedhaul.com.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus and any other filings we may make with the United States Securities
and Exchange Commission in the future before investing in our common stock. If
any of the following risks occur, our business, operating results and financial
condition could be seriously harmed. Please note that throughout this
prospectus, the words "we", "our" or "us" refer to us and not to the selling
stockholders.

WE MAY REQUIRE ADDITIONAL FUNDS TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR
INABILITY TO OBTAIN ADDITIONAL FINANCING WILL INHIBIT OUR ABILITY TO EXPAND OR
EVEN MAINTAIN OUR BUSINESS OPERATIONS.

We may need to raise additional funds through public or private debt or sale of
equity to achieve our current business strategy. The financing we need may not
be available when needed. Even if this financing is available, it may be on
terms that we deem unacceptable or are materially adverse to your interests with
respect to dilution of book value, dividend preferences, liquidation
preferences, or other terms. Our inability to obtain financing will inhibit our
ability to implement our development strategy, and as a result, could require us
to diminish or suspend our development strategy and possibly cease our
operations.

If we are unable to obtain financing on reasonable terms, we could be forced to
delay, scale back or eliminate certain product and service development programs.
In addition, such inability to obtain financing on reasonable terms could have a
negative effect on our business, operating results, or financial condition to
such extent that we are forced to restructure, file for bankruptcy, sell assets
or cease operations, any of which could put your investment dollars at
significant risk.

WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US AND
THEREFORE WE MAY NOT SURVIVE IF WE MEET SOME OF THE PROBLEMS, EXPENSES,
DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A START UP
COMPANY.

We were incorporated in March 2000 as a blank check company and on December 21,
2004 we merged with Speedhaul, Inc. which was incorporated on June 30, 2004. To
date, we have not undertaken any significant operations. Accordingly, you can
evaluate our business, and therefore our future prospects, based only on a
limited operating history. You must consider our prospects in light of the risks
and uncertainties encountered by start up companies. To date, we have completed
only part of our business plan. As a start-up company, we can provide no
assurances that we will be able to make the necessary steps to achieve
profitability in the future, such as expanding our customer base.

We are subject to all the substantial risks inherent in the commencement of a
new business enterprise with new management. We can provide no assurance that we
will be able to successfully generate revenues, operate profitably, or make any
distributions to the holders of our securities. We have a limited business
history for you to analyze or to aid you in making an informed judgment as to
the merits of an investment in our securities. Any investment in our common
stock should be considered a high risk investment because you will be placing
funds at risk in an unseasoned start-up company with unforeseen costs, expenses,
competition and other problems to which start-up ventures are often subject.

As we have such a limited history of operation, you will be unable to assess our
future operating performance or our future financial results or condition by
comparing these criteria against our past or present equivalents.

IF WE ARE UNABLE TO GENERATE SIGNIFICANT REVENUES FROM OUR OPERATIONS, WE MAY BE
UNABLE TO EXPAND OUR SERVICES AND MAY BE FORCED TO CEASE OPERATIONS.

If we are unable to generate significant revenues from our operations, we could
be forced to delay, scale back or eliminate certain services and product
development programs. We intend to increase the number of destinations featured
on our site and our products offered. Ultimately the expansion of our products
and featured destinations may allow us to become profitable. However, if we fail
to generate significant revenues in the future, then we will not able to expand
our product line as we anticipate. This failure to expand may hurt our ability
to raise additional capital which could have a negative effect on our business,
operating results, or financial condition to such extent that we are forced to
restructure, file for bankruptcy, sell assets or cease operations, any of which
could put your investment dollars at significant risk.

OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

Based on our financial history since inception, our auditor has expressed
substantial doubt as to our ability to continue as a going concern. We are a
development stage company that commenced offering services in January 2005 and
have not generated any revenue to date. As of December 31, 2004, we have
incurred a net loss of $4,104, and an accumulated deficit of $4,104. If we
cannot generate sufficient revenues from our services, we may not be able to
implement our business plan and may be forced to cease our business activities.

IF WE ARE UNABLE TO ESTABLISH A LARGE USER BASE WE MAY HAVE DIFFICULTY
ATTRACTING ADVERTISERS TO OUR WEB SITE, WHICH MAY AFFECT OUR ABILITY TO EXPAND
OUR BUSINESS OPERATIONS AND PRODUCT LINE.

An integral part of our business plan and marketing strategy requires us to
establish a large user base. Once we are able to establish a large user base and
a demand for our services, we may be able to attract advertisers to our web site
and possibly begin to generate advertising revenues. If for any reason our web
site is ineffective at attracting consumers or if we are unable to continue to
develop and update our web site to keep consumers satisfied with our service,
our user base may decrease and our ability to generate advertising revenues may
decline.

ANDREW NORINS DOES NOT HAVE ANY EXPERIENCE IN THE CREATION, DESIGN, AND
MAINTENANCE OF AN ON-LINE BUSINESS AND THEREFORE MAY NOT BE ABLE TO PROPERLY
MANAGE AN ON-LINE BUSINESS.

Andrew Norins, our sole officer and director, does not have any experience in
the creation, design, and maintenance of an on-line business. For the last five
years, Mr. Norins has worked in various positions at companies which did not
provide extensive on-line business. Therefore, Mr. Norins may not have the
knowledge or experience to properly manage and operate this internet company.
His lack of experience in this industry may not allow us to take full advantage
of the opportunities presented to us as an internet company. In addition, he may
not be fully aware of the risks of a online or development stage business. This
lack of expertise may cause us to fail in our business plan.

IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL, THEN WE MAY NOT BE ABLE TO
IMPLEMENT OUR BUSINESS PLAN.

We depend on the services of our sole officer and director and our success
depends on the continued efforts of such individual to manage our business
operations. At the present time, Mr. Norins devotes approximately 10 hours per
week to the business affairs of the company. The loss of the services of the
President could have a negative effect on our business, financial condition and
results of operations. In addition, our success in expanding our business
operations is largely dependent on our ability to hire highly qualified
personnel. In addition, we may lose employees or consultants that we hire due to
higher salaries and fees being offered by competitors or other businesses in the
industry.

ANDREW NORINS' CONTROL MAY PREVENT YOU FROM CAUSING A CHANGE IN THE COURSE OF
OUR OPERATIONS AND MAY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

Andrew Norins beneficially owns approximately 90% of our common stock.
Accordingly, for as long as Mr. Norins continues to own more than 50% of our
common stock, he will be able to elect our entire board of directors, control
all matters that require a stockholder vote (such as mergers, acquisitions and
other business combinations) and exercise a significant amount of influence over
our management and operations. Therefore, regardless of the number of our common
shares sold, your ability to cause a change in the course of our operations is
eliminated. As such, the value attributable to the right to vote is limited.
This concentration of ownership could result in a reduction in value to the
common shares you own because of the ineffective voting power, and could have
the effect of preventing us from undergoing a change of control in the future.

YOU MAY NOT BE ABLE TO LIQUIDATE YOUR INVESTMENT SINCE THERE IS NO ASSURANCE
THAT A PUBLIC MARKET WILL DEVELOP FOR OUR COMMON STOCK OR THAT OUR COMMON STOCK
WILL EVER BE APPROVED FOR TRADING ON A RECOGNIZED EXCHANGE.

There is no established public trading market for our securities. After this
document is declared effective by the Securities and Exchange Commission, we
intend to seek a market maker to apply for a quotation on the OTC BB in the
United States. Our shares are not and have not been listed or quoted on any
exchange or quotation system. We cannot assure you that a market maker will
agree to file the necessary documents with the OTC BB, nor can there be any
assurance that such an application for quotation will be approved or that a
regular trading market will develop or that if developed, will be sustained. In
the absence of a trading market, an investor may be unable to liquidate its
investment, which will result in the loss of your investment.

WE DO NOT EXPECT TO PAY DIVIDENDS AND INVESTORS SHOULD NOT BUY OUR COMMON STOCK
EXPECTING TO RECEIVE DIVIDENDS.

We have not paid any dividends on our common stock in the past, and do not
anticipate that we will declare or pay any dividends in the foreseeable future.
Consequently, you will only realize an economic gain on your investment in our
common stock if the price appreciates. You should not purchase our common stock
expecting to receive cash dividends. Since we do not pay dividends, and if we
are not successful in having our shares listed or quoted on any exchange or
quotation system, then you may not have any manner to liquidate or receive any
payment on your investment. Therefore our failure to pay dividends may cause you
to not see any return on your investment even if we are successful in our
business operations. In addition, because we do not pay dividends we may have
trouble raising additional funds which could affect our ability to expand out
business operations.

CHANGES IN GOVERNMENT REGULATION MAY REQUIRE US TO DEVOTE ADDITIONAL RESOURCES
TO COMPLY WITH THE CHANGES IN REGULATIONS WHICH WILL AFFECT OUR BUSINESS
OPERATIONS

Our operations and services are all subject to regulations set forth by various
federal, state and local regulatory agencies. We take measures to ensure our
compliance with all such regulations as promulgated by these agencies from time
to time. The Federal Communications Commission sets certain standards and
regulations regarding communications and related equipment.

There are currently few laws and regulations directly applicable to the
Internet. It is possible that a number of laws and regulations may be adopted
with respect to the Internet covering issues such as user privacy, pricing,
content, copyrights, distribution, antitrust and characteristics and quality of
products and services. The growth of the market for online commerce may prompt
calls for more stringent consumer protection laws that may impose additional
burdens on companies conducting business online. Tax authorities in a number of
states are currently reviewing the appropriate tax treatment of companies
engaged in online commerce, and new state tax regulations may subject us to
additional state sales and income taxes.

In the event that we become subject to these regulations, it will require us to
devote additional resources to ensure that we comply with the regulations. The
use of these resources may affect our overall operations.

OUR MARKET IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE, AND IF WE FAIL TO
DEVELOP AND MARKET NEW TECHNOLOGIES RAPIDLY, WE MAY NOT BECOME PROFITABLE IN THE
FUTURE.

The internet and the online loading industry are characterized by rapid
technological change that could render our existing web site obsolete. The
development of our web site entails significant technical and business risks. We
can give no assurance that we will successfully use new technologies effectively
or adapt our web site to customer requirements or needs. If our management is
unable, for technical, legal, financial, or other reasons, to adapt in a timely
manner in response to changing market conditions or customer requirements, we
may never become profitable which may result in the loss of all or part of your
investment.

THE OFFERING PRICE OF THE SHARES WAS ARBITRARILY DETERMINED, AND THEREFORE
SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES.
THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE
COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.

Since our shares are not listed or quoted on any exchange or quotation system,
the offering price of $.25 for the shares of common stock was arbitrarily
determined. The facts considered in determining the offering price were our
financial condition and prospects, our limited operating history and the general
condition of the securities market. The offering price is not an indication of
and is not based upon our actual value. The offering price bears no relationship
to the book value, assets or earnings of our company or any other recognized
criteria of value. The offering price should not be regarded as an indicator of
the future market price of the securities.

FUTURE SALES BY OUR STOCKHOLDERS MAY NEGATIVELY AFFECT OUR STOCK PRICE
AND OUR ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS

Sales of our common stock in the public market following this offering could
lower the market price of our common stock. Sales may also make it more
difficult for us to sell equity securities or equity-related securities in the
future at a time and price that our management deems acceptable or at all. Of
the 22,310,100 shares of common stock outstanding as of May 2, 2005, 210,100
shares are, or will be, freely tradable without restriction, unless held by our
"affiliates". The remaining 22,100,000 shares of common stock, which will be
held by existing stockholders, including the officers and directors, are
"restricted securities" and may be resold in the public market only if
registered or pursuant to an exemption from registration.

WE ARE IN AN INTENSELY COMPETITIVE INDUSTRY AND ANY FAILURE TO TIMELY IMPLEMENT
OUR BUSINESS PLAN COULD DIMINISH OR SUSPEND OUR DEVELOPMENT AND POSSIBLY CEASE
OUR OPERATIONS.

The freight trucking industry is highly competitive, and has few barriers to
entry. We can provide no assurance that additional competitors will not enter
into the business of providing posting and searching services for the freight
trucking industry. There are other companies that currently offer similar
services, that have established user bases that are significantly larger than
ours, and that have access to greater capital. If we are unable to efficiently
and effectively institute our business plan as a result of intense competition
or a saturated market, we may not be able to continue the development and
enhancement of our web site and become profitable.

"PENNY STOCK" RULES MAY MAKE BUYING OR SELLING OUR COMMON STOCK DIFFICULT

Trading in our securities is subject to the "penny stock" rules. The SEC has
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. These rules require that any broker-dealer who recommends
our securities to persons other than prior customers and accredited investors,
must, prior to the sale, make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to execute the
transaction. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with trading
in the penny stock market. In addition, broker-dealers must disclose commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities they offer. The additional burdens imposed upon
broker- dealers by such requirements may discourage broker-dealers from
effecting transactions in our securities, which could severely limit the market
price and liquidity of our securities. Broker-dealers who sell penny stocks to
certain types of investors are required to comply with the Commission's
regulations concerning the transfer of penny stocks. These regulations require
broker- dealers to:

o Make a suitability determination prior to selling a penny stock to the
purchaser;

o Receive the purchaser's written consent to the transaction; and

o Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker-dealers to sell our common
stock and may affect your ability to resell our common stock.

IF STATES DECIDE TO IMPOSE A TAX ON COMPANIES ENGAGED IN INTERNET SERVICES THIS
WOULD IMPOSE AN ADDITIONAL FINANCIAL BURDEN ON US

Tax authorities in a number of states are currently reviewing the appropriate
tax treatment of companies engaged in online commerce, and new state tax
regulations may subject us to additional state sales and income taxes. This
would cause a financial burden to us and strain our cash flow.

OUR STOCK PRICE MAY DECREASE DUE TO OUR MARKET CAP BASED ON THE FUTURE ISSUANCES
OF ADDITIONAL SHARES OF COMMON OR PREFERRED STOCK.

Our Articles of Incorporation authorize the issuance of one hundred million
shares of common stock. As of May 2, 2005, we had 22,310,100 shares of common
stock issued and outstanding. As such, our Board of Directors has the power,
without shareholder approval, to issue up to 77,689,900 shares of common stock.

The issuance of such shares will dilute the shares held by the current
shareholders. In addition, our articles of incorporation also provide that we
are authorized to issue up to 20,000,000 shares of blank check preferred stock
with a par value of $.001 per share. "Blank Check" means that the rights and
preferences of the preferred shares have not been determined. As of the date of
this prospectus, there are no shares of preferred stock issued and outstanding.

However, our Board of Directors has the authority, without further action by the
shareholders, to issue from time to time the preferred stock and with such
relative rights, privileges, preferences and restrictions that the Board may
determine. Any issuance of preferred stock will dilute the voting power or other
rights of the holders of common stock. If preferred shares are issued it may
impact our decision to issue dividends since this may increase the number of
dividends that we would be issuing. In addition, it is possible that the Board
of Directors may determine that the preferred shares will have rights and
preferences, including dividend rights, over the common stockholders.

USE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by this
prospectus for their own account. We will not receive any of the proceeds from
the resale of these shares. We have agreed to bear the expenses relating to the
registration of the shares for the selling security holders.

DETERMINATION OF OFFERING PRICE

Since our shares are not listed or quoted on any exchange or quotation system,
the offering price of the shares of common stock was arbitrarily determined. The
offering price was determined by the price shares were sold to our shareholders
in a private placement memorandum pursuant to Regulation D Rule 506 of the
Securities Act of 1933 which was completed in September 2004.

The offering price of the shares of our common stock has been determined
arbitrarily by us and will not necessarily bear any relationship to our book
value, assets, past operating results, financial condition or any other
established criteria of value. Although our common stock is not listed on the
Over The Counter Bulletin Board (OTCBB), we attempt to locate a market maker and
to file to obtain a listing on the (OTCBB) concurrently with the filing of this
prospectus. In order to be quoted on the Bulletin Board, a market maker must
file an application on our behalf in order to make a market for our common
stock. Although there are no requirements for listing on the OTCBB, there is no
assurances that our common stock will be approved to trade on the OTCBB. We have
had discussions with one market maker regarding the filing of our application
for trading on the OTCBB. However, there is no assurance that our common stock,
even if it becomes listed on the OTCBB, will trade at market prices in excess of
the initial public offering price as prices for the common stock in any public
market which may develop will be determined in the marketplace and may be
influenced by many factors, including the depth and liquidity of the market for
the common stock, investor perception of us and general economic and market
conditions.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.

PENNY STOCK CONSIDERATIONS

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. The
broker-dealer must also make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. These requirements may have the effect of
reducing the level of trading activity, if any, in the secondary market for a
security that becomes subject to the penny stock rules.

SELLING SHAREHOLDERS

The shares being offered for resale by the selling stockholders consist of the
210,100 shares of our common stock held by 44 shareholders. Such shareholders
include the holders of the shares sold in our Regulation D Rule 506 offering
which was completed in September 2004; such shareholders also include Andrew
Norins who received his shares pursuant to the share exchange with Speedhaul;
and Gregg Jaclin and Richard Anslow who were our original shareholders. The
following table sets forth the name of the selling stockholders, the number of
shares of common stock beneficially owned by each of the selling stockholders as
of May 2, 2005 and the number of shares of common stock being offered by the
selling stockholders. The shares being offered hereby are being registered to
permit public secondary trading, and the selling stockholders may offer all or
part of the shares for resale from time to time. However, the selling
stockholders are under no obligation to sell all or any portion of such shares
nor are the selling stockholders obligated to sell any shares immediately upon
effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.

Richard Anslow(1) 2000000 50000 1950000 8.74%
Carlos Chavevri 3000 3000 0 0
Amod Choudhary 2000 2000 0 0
Scott Burttet 1000 1000 0 0
Lisa Cohen 400 400 0 0
Scott Costin 2500 2500 0 0
Richard Conti 1400 1400 0 0
Jenny Lynn Crossman 2000 2000 0 0
Patricia Ferrara 1000 1000 0 0
Lester Glaser 1000 1000 0 0
Richard Glaser 1000 1000 0 0
Sally Glaser 1000 1000 0 0
Inge Goldstein 800 800 0 0
Alvin Goldstein 4000 4000 0 0
Robert Gordon 2600 2600 0 0
Dr. Frank Greenberg 1000 1000 0 0
Kenneth Greenberg 5000 5000 0 0
Gregg E. Jaclin(1) 250000 50000 200,000 *
Robert Jaclin 1000 1000 0 0
Lorin Jaffe 1000 1000 0 0
Magda Jimenez 800 800 0 0
Kessler Business Associates (2) 1400 1400 0 0
Joseph and Dianne Kocienda 1000 1000 0 0
Mark Kulkowitz 400 400 0 0
Alex Lichtman 2500 2500 0 0
Max Lichmtan 2500 2500 0 0
Harris Millman 1000 1000 0 0
James Neebling 2000 2000 0 0
Andrew Norins 20000000 50000 19500000 87.41%
Brett Pessel 1400 1400 0 0
April Rauschman 2000 2000 0 0
Scott Rhodes 800 800 0 0
Victor Rones 1000 1000 0 0
Paul Roseman 1000 1000 0 0
Shirley Ryan 1000 1000 0 0
Scott Schiffman 1000 1000 0 0
Kenneth Speigeland 2000 2000 0 0
Neal Studd 400 400 0 0
Janice Thorn 1000 1000 0 0
Verse Thompson 1000 1000 0 0
TP Electronic Filings (3) 1200 1200 0 0
Kirk T. Trauger 2000 2000 0 0
Kristina L. Trauger 1000 1000 0 0

* Less than one (1%) percent

(1) Anslow & Jaclin, LLP has been our legal counsel since inception and Richard
Anslow was our principal shareholder and sole officer and director prior to the
merger with Speedhaul.

(2) Jack Kessler is a representative of Kessler Business Associates and has
investment control of our shares owned by Kessler Business Associates.

(3) Tammy Plevretes is a representative of TP Electronic Filings and has
investment control of our shares owned by TP Electronic Filings.

To our knowledge, except for Andrew Norins, our sole officer and director, none
of the selling shareholders or their beneficial owners:

- has had a material relationship with us other than as a shareholder at
any time within the past three years; or
- has ever been one of our officers or directors or an officer or
director of our predecessors or affiliates
- are broker-dealers or affiliated with broker-dealers.

Please note that Andrew Norins is not a broker dealer and is not affiliated with
a Broker-dealer.

PLAN OF DISTRIBUTION

The selling security holders may sell some or all of their shares at a fixed
price of $.25 per share until our shares are quoted on the OTC Bulletin Board
and thereafter at prevailing market prices or privately negotiated prices. Sales
by selling security holder must be made at the fixed price of $.25 until a
market develops for the stock.

The shares may be sold or distributed from time to time by the selling
stockholders or by pledgees, donees or transferees of, or successors in interest
to, the selling stockholders, directly to one or more purchasers (including
pledgees) or through brokers or dealers who act solely as agents, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The distribution of the
shares may be effected in one or more of the following methods:

o ordinary brokers transactions, which may include long or short sales,
o transactions involving cross or block trades on any securities or
market where our common stock is trading,
o purchases by brokers or dealers as principal and resale by such
purchasers for their own accounts pursuant to this prospectus,
o in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents,
o through transactions in options, swaps or other derivatives (whether
exchange listed or otherwise), or
o any combination of the foregoing.

In addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted, of
shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.

Brokers, dealers, or agents participating in the distribution of the shares may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent (which compensation as to a particular
broker-dealer may be in excess of customary commissions). Neither the selling
stockholders nor we can presently estimate the amount of such compensation. We
know of no existing arrangements between the selling stockholders and any other
stockholder, broker, dealer or agent relating to the sale or distribution of the
shares. We do not anticipate that either our shareholders or we will engage an
underwriter in the selling or distribution of our shares.

We will not receive any proceeds from the sale of the shares of the selling
security holders pursuant to this prospectus. We have agreed to bear the
expenses of the registration of the shares, including legal and accounting fees,
and such expenses are estimated to be approximately $5,000.

LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened legal actions against us.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers and directors and their respective ages as of May 2, 2005
are as follows:

NAME AGE POSITION
---- --- -------------------------------
Andrew Norins 34 President, CEO, CFO and
Chairman of the Board of Directors

Set forth below is a brief description of the background and business experience
of our executive officers and directors for the past five years.

Below is a brief biography of Mr. Norins:

Andrew Norins has been our President, CEO, CFO and Chairman of our Board of
Directors since December 21, 2004. Mr. Norins has been the Director of
Operations and the head of the Customer Service Department for Chopper Logistics
in Montville, New Jersey since November 2001. Chopper Logistics is a $40,000,000
regional dedicated carrier which has been in business for over 30 years and
specializes in the automotive industry. In his capacity as Director of
Operations he supervises the company's dispatching and deliveries as well as
handling the duties of payroll controller. In addition, as the head of Customer
Service his responsibilities include assisting the company in its customer
relations and scheduling.

From January 2000 to November 2001, Mr. Norins was the President of Westridge
Enterprises, a company that owned and operated a nightclub located in
Greensboro, North Carolina. As the President of the company and manager of the
nightclub, Mr. Norins supervised all of the day to day operations of this
company as well as the payroll and bookkeeping. Prior to such time, he was
employed as Logistics Center Supervisor at Penske Logistics in Garfield, New
Jersey from June 1994 until December 1999. His responsibilities in such position
included the handling of customer relations, payroll manager and supervising
dispatchers, clerks and drivers. Mr. Norins received a Bachelor of Science from
the University of Delaware in 1992 with a Minor in Business Administration.
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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of May 2, 2005 and by the
officers and directors, individually and as a group. Except as otherwise
indicated, all shares are owned directly.

Name and Address Amount and Nature Percent
Title of Class of Beneficial Owner of Beneficial Owner of Class
-------------- ------------------- ------------------- --------

Common Stock Andrew Norins 20,000,000 89.65%
7 Bayhill Blvd.
Monroe, NJ 08831

Common Stock Richard Anslow
195 Route 9 South
Manalapan, NJ 07726 2,000,000 8.97%

Officers and Directors 20,000,000 89.65%
As a Group (1)

The percent of class is based on 22,310,100 shares of common stock issued and
outstanding as of May 2, 2005.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 100,000,000 shares of common stock at a
par value of $ 0.0001 per share and 20,000,000 shares of preferred stock at a
par value of $ 0.0001 per share.

Common and Preferred Stock

As of May 2, 2005, 22,310,100 shares of common stock are issued and outstanding
and held by shareholders. Holders of our common stock are entitled to one vote
for each share on all matters submitted to a stockholder vote.

Holders of common stock do not have cumulative voting rights.

Therefore, holders of a majority of the shares of common stock voting for the
election of directors can elect all of the directors. Holders of our common
stock representing a majority of the voting power of our capital stock issued
and outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote by
the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our Articles of Incorporation.

Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.

Preferred Stock

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.

Our Board of Directors has the authority, without further action by the
shareholders, to issue from time to time the preferred stock in one or more
series for such consideration and with such relative rights, privileges,
preferences and restrictions that the Board may determine. The preferences,
powers, rights and restrictions of different series of preferred stock may
differ with respect to dividend rates, amounts payable on liquidation, voting
rights, conversion rights, redemption provisions, sinking fund provisions and
purchase funds and other matters. The issuance of preferred stock could
adversely affect the voting power or other rights of the holders of common
stock.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no options to purchase our securities outstanding. We may in the
future establish an incentive stock option plan for our directors, employees and
consultants.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee. Anslow & Jaclin, LLP, our
independent legal counsel, has provided an opinion on the validity of our common
stock. Richard I. Anslow and Gregg E. Jaclin, principals of Anslow & Jaclin,
LLP, are also our shareholders. Anslow & Jaclin, LLP has been our legal counsel
since inception and Richard Anslow was our principal shareholder and sole
officer and director prior to the merger with Speedhaul.

The financial statements included in this prospectus and the registration
statement have been audited by Webb & Company, PA, certified public accountants,
to the extent and for the periods set forth in their report appearing elsewhere
herein and in the registration statement, and are included in reliance upon such
report given upon the authority of said firm as experts in auditing and
accounting.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the New Jersey
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to a court of appropriate jurisdiction. We will then be
governed by the court's decision.

ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated in November in the State of New Jersey under the name
Segway III on March 31, 2000. Our wholly-owned subsidiary, Speedhaul Inc. was
incorporated in the State of New Jersey on June 30, 2004. On December 21, 2004,
pursuant to a Stock Purchase Agreement and Share Exchange between Speedhaul,
Inc. and us, we acquired all of the shares of Speedhaul Inc. from Andrew Norins,
the sole Speedhaul shareholder in consideration for the issuance of 20,000,000
shares of our common stock to Mr. Norins. Pursuant to the Agreement, Speedhaul
became our wholly owned subsidiary and we changed our name to Speedhaul
Holdings, Inc. The purpose for this merger with Speedhaul was to acquire an
operating company which we believed has a successful business plan.

The parties used the following principal to determined the amount of our shares
To be issued pursuant to the share exchange between the parties. The parties
analyzed the potential market value of Speedhaul, Inc's projected earnings
before interest, taxes, depreciation and amortization ("EBITA") over the next
five years and discounted those earnings to the present value using a 50 %
discount rate. The parties then applied an average price to earnings (P/E) ratio
of 15 times EBITA to determine the implied equity value of Speedhaul based upon
the company obtaining a public listing on the OTCBB. Based on this calculation,
the parties agreed that 20,000,000 shares of common stock in Segway III, Inc,
should be exchanged for 100% of the shares in Speedhaul, Inc. based on a fair
market value of $0.25 per share for a total market value of $5,000,000.

On March 31, 2000, 5,000,000 shares of common stock were issued to Richard I.
Anslow for services rendered as our founder. On September 1, 2000, 250,000
shares were issued to Robert Jaclin for cash consideration. Robert Jaclin
subsequently gifted such shares to his son, Gregg E. Jaclin. Richard I.
Anslow,
Robert Jaclin and Gregg E. Jaclin may be deemed to be our promoters.

Prior to our merger with Speedhaul, Inc., Richard Anslow, our sole officer,
director and principal shareholder at such time, made all decisions for us and
negotiated the completion of the merger. There was no relationship between
Richard Anslow and Speedhaul, Inc. prior to the merger. We were introduced to
Speedhaul through Gregg Jaclin, one of our shareholders and a partner at Anslow
& Jaclin, LLP. Mr. Jaclin is friends with Andrew Norins, the sole shareholder of
Speedhaul, Inc. Pursuant to the terms of the agreement between us and Speedhaul,
Inc., Richard Anslow resigned as our officer and director. Anslow & Jaclin, LLP
remained as legal counsel for us.

The stock purchase agreement and share exchange between Speedhaul and us was
entered into and negotiated with the belief that post merger, the combined
entity value would increase due to the market potential of the business model,
the industry experience and knowledge of Andrew Norins. The agreed value of the
Speedhaul acquisition was based on our belief that Andrew Norins will
successfully implement the business plan described herein and we will be able to
create a public market for our common stock.

DESCRIPTION OF BUSINESS

We are an Internet subscription based load and equipment posting and searching
service for the freight trucking business. We commenced offering our services in
January 2005 although, to date, we have not generated any revenues.

Our strategy is directed toward the satisfaction of our customer's needs through
integrated internet technology for the trucking industry that quickly and easily
allows shippers, carriers, and brokers to post and search load and equipment
listings throughout the United States and Canada, 24 hours a day, 7 days a week.
We currently have one employee.

We are a developmental stage company that is currently implementing our business
plan to become a fully integrated online provider that links the supply and
demand sides of the ground trucking industry.

Our business plan is focused on addressing the market opportunities created by
changes in the trucking industry due to technological advances. As technology is
utilized in the trucking industry the amount of information exchanged between
the shippers and the carriers has increased along with the speed and reliability
of this information. We believe that the effective implementation of our
business plan will result in our gaining market share as one of the industry's
best Internet sites for the trucking industry both in the United States and
Canada. We believe that we can accomplish this by developing innovative ways to
satisfy customers' needs for a simple, yet comprehensive way to search for
postings in an easy to use online system.

We gather load and equipment information from subscribers who participate in all
segments of the trucking industry: trucking companies, brokers, shippers,
freight forwarders, logistical companies, and others, and make that information
instantly available through a simple and easy to use Internet based software
program. Databases of trucks and loads are maintained electronically and
continuously updated and the information is available to shippers and haulers in
real time. Our customer base will be composed of shippers who desire to minimize
their freight cost and expedite their shipments by choosing their specific
freight carriers, and small to medium-size truck companies that want to maximize
profits by dealing directly with shippers, thus reducing freight brokerage fees.
Currently we do not have any subscribers.

Subscriptions are available at prices of $29.95 per month. Shippers can post
their loads at any time free of charge. Carriers will each have a free 30-day
trial period. When they sign up for the trial period they will be asked to enter
valid credit card information. After 30 days, their credit card will
automatically be charged $29.95 each month to enable them to search for loads.

We hope to create strategic relationships with trucking companies, brokers,
shippers, freight forwarders and logistical companies that will result in
reciprocal advertising on each other's web site or other cross promotional print
advertising. Additionally, we may charge these companies for advertisement
banners on our website. The strategic relationships that develop will enable us
to grow our customer base and expand our business, and benefit us by increasing
exposure to our website to the consumers that view these companies' web sites.
We have currently secured a domain name, www.SpeedHaul.com, and are working with
a web site developer to continue developing a more advanced and unique website
that will keep users interested in our site. We understand the importance of
having a website that is pleasing to look at and easy to navigate through.

During the past two years we have spent a total of $8,834 in design and
development for the creation of our website, all of which was spent prior to
September 30, 2004.

We have established a technological Internet component through the development
of the SpeedHaul.com website which we intend to use as a platform to sell,
market and advertise our products and services throughout the United States and
Canada. We will outsource the development of the technological Internet
component to companies who have technological expertise that our management does
not currently possess. We will utilize the Internet for marketing and
distribution of our services online under the domain name of www.SpeedHaul.com.
This website's income will initially be derived from online sales of our
subscriptions sold to freight carriers, and small to medium-size truck companies
for equipment posting and load searching services.

Our management will execute cross-marketing relationships with brokers,
manufacturers, freight-forwarders, and import/exporters. Although we have not
entered into any such agreements to date, we intend to work with established
companies and intend to form significant cross-marketing relationships to
promote our service.

We hope to expand revenue beyond sales of our subscriptions after the company
has reached a critical mass and brand identity utilizing the Internet as a
platform for marketing and distributing of our products online. We believe that
developing a growing position in the industry will enhance our ability to
maximize ancillary sales opportunities, including corporate sponsorship sales,
advertising and product merchandising. We will seek to sell wireless devices
that combine our Internet site with the latest in wireless technology. We
currently have not identified any such wireless technology nor entered into any
agreements with a third party to provide such technology.

Revenues expected from our internet site include advertising sales to related
and cross-marketed entities, truck stops, hotels, restaurants, truck repair
facilities, truck manufacturers, trucking companies, brokers, shippers, freight
forwarders, logistical companies, etc. We currently have not identified any such
companies nor entered into any agreements for advertising sales.

We expect that our internet database and information system will be designed to
meet the expanding needs of the online over the road trucking transportation
consumer. Our web site links the supply and demand sides of the ground trucking
industry.

Carriers can post their trucks to our international database. Carriers provide
all pertinent information regarding their equipment, available date, location,
etc. At this point the carrier can choose to leave their truck posted and have
shippers contact them or proactively search SpeedHaul.com for an available load
that matches their search criteria.

Shippers can post their loads to our international database. Shippers also have
the choice of passively waiting for carriers to call or proactively searching
our database. Contact information for the shipper is provided to the carrier, so
that the carrier can effectively negotiate directly with the shipper.

The searching aspect of the system provides both the carrier and shipper
up-to-the-minute information regarding trucking supply and demand. Like posting
above, this feature allows shippers to search for carriers and for carriers to
search for loads. All search functions can be narrowed to criteria specified by
either party.

We have two distinct customers: carriers and shippers, each with the goal of
moving freight. Shippers can post their loads at any time free of charge.
Carriers will each have a free 30-day trial period. When they sign up for the
trial period they will be asked to enter valid credit card information. After 30
days, their credit card will automatically be charged $29.95 each month to
enable them to search for loads.

Our objective is to be the premier online provider of load and equipment posting
and searching service for the freight trucking business by:

* Enhancing the consumer value proposition by offering innovative
products, services and information tools to the transportation
industry.
* Establishing, strengthening and expanding our strategic relationships;
* Aggressively developing our brand identity through high quality
service offerings;
* Investing in leading technology to enhance our web site and
transaction-processing systems; and
* Becoming a recognized global brand leader in the freight trucking
industry.

Intellectual Property

We currently own the domain name www.speedhaul.com. We do not own any other
trademarks and have no protection for our intellectual property. Although we do
not believe that we infringe the proprietary rights of third parties, there can
be no assurance that third parties will not claim infringement by us with
respect to past, current, or future technologies. We expect that participants in
our markets will be increasingly subject to infringement claims as the number of
services and competitors in our industry grows. Any such claim, whether
meritorious or not, could be time- consuming, result in costly litigation, cause
service upgrade delays, or require us to enter into royalty or licensing
agreements. Such royalty or licensing agreements may not be available on terms
acceptable to us or at all. As a result, any such claim could have a material
adverse effect upon our business, results of operations, and financial
condition.

Government Regulation

Our company, operations and services are all subject to regulations set forth by
various federal, state and local regulatory agencies. We take measures to ensure
our compliance with all such regulations as promulgated by these agencies from
time to time. The Federal Communications Commission sets certain standards and
regulations regarding communications and related equipment.

COMPETITION

The online freight trucking market is new, rapidly evolving and intensely
competitive. We specifically compete with a variety of companies with varied
product or service offerings, including existing search engines. Competitive
companies in this category focus on providing their customer base with the
ability to search matches between available loads and available trucks. The
database for searches is confined to the diversity of the customers presently
subscribing to each system.

Some examples of these sites are the following:

o www.loadsource.com
o www.trucktrax.com
o www.123loadboard.com
o www.freightterminal.com

Our competitive disadvantages include the fact that we are newly established and
have not yet attracted a significant customer base nor have we added enhanced
features to our web site such as credit checking ability. Additionally, we have
not established any banner advertising to date.

We believe we have a competitive advantage due to the fact our site is easy to
use and professionally presented. The number of screens has been kept to a
minimum while offering increased functionality. Customer login time has been
reduced to provide access to our site quickly. Additionally, our site design
allows for flexibility to enhance the pages as well as expand them to
accommodate advertising space or content for customers. We have competitive
pricing and are priced lower than some of our competitors. Our site operates 24
hours a day, 7 days a week, in real time. We offer radius search and the ability
to compute city-to-city miles and are set up to handle the US and Canada.

As the market for online freight trucking services grows, we believe that the
range of companies involved in the online freight trucking services industry
will increase their efforts to develop products and services that will compete
with our products and services.

MANAGEMENT DISCUSSION AND ANALYSIS

Our plan of operations for the twelve months following the date of this
registration statement is to complete the following objectives within the time
period specified:

1. Generate sales from our corporate website.

In order to accomplish this goal, we intend to recruit additional sales
individuals which will improve our customer service and sales performance. In
addition, we intend to have a high level of customer service and sales training,
and design our sales associates' compensation structure to include incentives
related to customer service goals. We do expect to incur administrative costs in
developing our corporate selling culture by recruiting and training additional
personnel. Additionally, the hiring of any sales and marketing personnel is
included in our budgeted sales related payroll expense of $5,000 per month. To
date, we have not offered nor sold any items from our website. We anticipate
that as we continue to add products and additional services over the next 12
months, that those products and services will enhance our site. Our sales
success depends on two fundamental points:

o Developing innovative ways to satisfy customers' needs for a simple,
yet comprehensive way to search for postings in an easy-to-use online
system.
o Superior Customer Sales & Support.

We have contracted with Bank of America for handling credit cards and charges to
our website. There was a small fee to set up this contract but we do not incur
any cost in maintaining this system. However, Bank of America does charge a fee
of $.15 per transaction. With the Bank of America service in place, we in
January 2005 we began instituting our fee structure for our subscriptions as
follows:

o Free 30 day trial period for carriers o $29.95/month for carriers to
access available loads o Free load postings

2. Focused Marketing and Advertising Efforts.

Our print media budget is allocated at $3,000 per month for the next twelve
months. We have a print advertising campaign planned, beginning in the first
quarter of 2005 and continuing through 2005, which is designed to bring new
qualified visitor/customers directly to the website. We have approached, but not
negotiated or contracted with any additional advertisers who we will advertise
with during the first quarter of 2005.

We intend to participate in industry trade shows. We view traded shows as a way
to meet new and existing customers and suppliers as well as an opportunity to
develop valuable business and sales relationships. We have allocated $24,000
annually from our marketing and advertising budget for trade show participation.
An additional component of our marketing and advertising plan includes special
promotions, which include setting up exhibits at truck stops and other industry
related activities. We have allocated $12,000 annually from our marketing and
advertising budget for special promotions.

We have direct link advertising planned for the site, beginning in the second
quarter of 2005 and continuing through 2005, which is designed to bring new
qualified visitors/customers directly to the web site. We have approached, but
not negotiated or contracted with, any additional advertisers who will advertise
on our web site during 2005. By putting click-through banners on other Web
sites, traffic generated on one Web site has the ability to move easily to the
Company's Web site by simply clicking on the banner.

3. Develop links to other websites.

We intend to provide additional links to other website. These links will be
carefully selected to provide valuable information resources to visitors to our
website. There is no cost to our company for maintaining these links, and we do
not expect to incur any direct cost in implementing these links. We intend to
add a link to mapquest.com by the first quarter of 2005. MapQuest is a leader in
Advanced Mapping Solutions and has over 30 years of traditional and digital
mapping experience. From a Cartographic Services and GIS technology foundation,
MapQuest has progressed to become a leading supplier of geographic information
products, web mapping, and telecommunications markets.

MapQuest has provided companies in many industries such as travel, real estate,
retail and healthcare fast, reliable, accurate and cost effective solutions.
MapQuest has the experience and flexibility to meet the needs of fast-moving
companies. With MapQuests' ongoing research and development, SpeedHaul will be
able to tailor mapping solutions for individual clients' needs without high
development costs.

4. Research and Development.

We intend to devote time and financial resources to research and development
activities to develop additional products and services. We anticipates including
research and development activities due to the rapid technological evolution of
Internet-based commerce. We also intend to merge the technology of the Internet
with the portability of the hand-held two-way pager messaging unit(s) by June
2005. We intend to resell pager units manufactured by a third party. This pager
will provide the user with the ability to access the Internet; thereby anyone
can post his or her truck availability or shipment specifications. Personal
pagers are also a critical link between the trucker and his most valuable
commodity, his family. E-mail can be sent and received while traveling to the
next destination. SpeedHaul will be able to provide its customers with the
flexibility to lease or buy their paging units. We have not approached,
negotiated or contracted with any third party providers for paging devices.
Research and development expenditures are budgeted at $120,000 for 2005. There
is no assurance that we will successfully develop these products or services, or
that competitors will not develop products or services sooner or products or
services that are superior to the our product or service offerings.

Completion of our plan of operations is subject to attaining adequate revenue.
We cannot assure investors that adequate revenues will be generated. In the
absence of our projected revenues, we may be unable to proceed with our plan of
operations. Even without significant revenues within the next twelve months, we
still anticipate being able to continue with our present activities, but we may
require financing to potentially achieve our goal of profit, revenue and growth.

Andrew Norins, our sole officer, director and principal shareholder has agreed
to provide financing to us in the future until we are able to receive additional
funding. There is no set amount that Andrew Norins has agreed to fund although
such amount will be enough to cover our costs for our operations until
additional funds become available. It is intended that the loans will be made
without interest and shall call for payments in twelve months. Although Mr.
Norins has assured us that he will cover the costs of operations, we have no
legal recourse if he fails to do so.

We anticipate that our operational as well as general and administrative
expenses for the next 12 months will total $399,500. The breakdown is as
follows:

Website Development $ 17,000.00
Legal/Accounting $ 7,500.00
Sales Related Payroll Expense $ 60,000.00
Advertising & Marketing Expenses
Print Media $ 36,000.00
Trade Shows $ 24,000.00
Special Promotions $ 12,000.00
Computer/Host/supplies $ 5,000.00
Research & Development $120,000.00
General/Administrative $120,000.00

Total $399,500.00

We do not anticipate the purchase or sale of any significant equipment. We
expect to increase the number of employees by hiring two full time
administrative employees and one full time employee for and sales & marketing
once we have successfully completed our financing. We have not identified such
employees nor had any discussions with potential candidates. Depending on
business we may sub-contract with sales and marketing entities to undertake
marketing on our behalf. At this time we have not entered into any agreements or
negotiations with sales and marketing entities to undertake marketing for us.

The foregoing represents our best estimate of our cash needs based on current
planning and business conditions. The exact allocation, purposes and timing of
any monies raised in subsequent private financings may vary significantly
depending upon the exact amount of funds raised and status of our business plan.
In the event we are not successful in reaching our initial revenue targets,
additional funds may be required and we would then not be able to proceed with
our business plan for the development and marketing of our core products and
services. Should this occur, we would likely seek additional financing to
support the continued operation of our business. We anticipate that depending on
market conditions and our plan of operations, we could incur operating losses in
the foreseeable future. We base this expectation, in part, on the fact that we
may not be able to generate enough gross profit from our advertising and new
products to cover our operating expenses.

DESCRIPTION OF PROPERTY

Our executive offices are located at 7 Bayhill Boulevard, Monroe, New Jersey
08831. We currently lease the space from Andrew Norins, our sole officer and
director, at no charge on a month to month basis. We currently lease the space
from Mr. Norins without a written lease. This space consists of an office
located in a home premises owned by Mr. Norins. We believe that this space is
sufficient and adequate for our current business needs and as business warrants
we may expand into a larger space. Currently, the only business engaged in at
such office is the daily administration and management undertaken by our sole
employee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We currently use space at 7 Bayhill Boulevard, Monroe, New Jersey 08831. We
lease such space from Andrew Norins, our President, for no charge on a month to
month basis.

On March 31, 2000, 5,000,000 shares of common stock were issued to Richard I.
Anslow for services rendered as the founder of the company. On September 1,
2000, 250,000 shares were issued to Robert Jaclin for cash consideration. Robert
Jaclin subsequently gifted such shares to his son, Gregg E. Jaclin. Both Richard
I. Anslow and Robert Jaclin may be deemed founders of the company.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.

There are no shares of our common stock that are being publicly offered by us.

Holders of Our Common Stock

As of May 2, 2005, we had 42 registered shareholders.

Rule 144

In general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed 1% of
the number of shares of the company's common stock then outstanding which, in
our case, would equal approximately 223,000 shares as of the date of this
prospectus. However, since we were formed as a blank check company our
shareholders can not rely on this exemption from registration to sell their
shares.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company. Under Rule 144(k), a person who is not one of the company's affiliates
at any time during the three months preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

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.

Stock Option Grants

As of May 2, 2005, we have not granted any stock options and there are no
warrants to purchase, or securities convertible into our common stock.

Registration Rights

We have not granted registration rights to the selling shareholders or to any
other persons.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us from the date of our inception until December 30, 2004.

ANNUAL COMPENSATION LONG TERM COMPENSATION

ANNUAL COMPENSATION LONG TERM COMPENSATION
RESTRICTED OPTION
OTHER ANNUAL STOCKS/PAYOUTS SARS LTIP ALL OTHER
NAME TITLE YEAR SALARY BONUS COMPENSATION AWARDED ($) COMPENSATION COMPENSATION
---- ----- ---- ------ ----- ------------ ------- --- ------------ ------------

Andrew President 2004 $0 0 0 0 0 0 0
Norins Secretary
and Treasurer

Richard I. Chief Executive 2004 $0 0 0 0 0 0 0
Anslow Officer (1)

(1) Richard I. Anslow was our sole officer and director until the merger with
Speedhaul, Inc. on December 21, 2004.

None of our directors have received monetary compensation since our
incorporation to the date of this registration statement. We currently do not
pay any compensation to our sole director serving on our Board of Directors.

Stock Option Grants

We have not granted any stock options to our executive officers since our
incorporation.

Employment Agreements

We do not have any employment agreements in place with our sole officer and
director.

AVAILABLE INFORMATION

We have filed a registration statement on Form SB-2 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement and does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company and are not necessarily
complete. We refer you to our registration statement and each exhibit attached
to it for a more complete description of matters involving us, and the
statements we have made in this prospectus are qualified in their entirety by
reference to these additional materials. You may inspect the registration
statement and exhibits and schedules filed with the Securities and Exchange
Commission at the Commission's principal office in Washington, D.C. Copies of
all or any part of the registration statement may be obtained from the Public
Reference Section of the Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the operation of the public reference rooms. The
Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. In addition,
we will file electronic versions of our annual and quarterly reports the
Commission's Electronic Data Gathering Analysis and Retrieval, or EDGAR System.
Our registration statement and the referenced exhibits can also be found on this
site as well as our quarterly and annual reports. We will not send the annual
report to our shareholders unless requested by the individual shareholders. Any
annual report sent to a requesting shareholder will contain audited financial
statements.

SPEEDHAUL HOLDINGS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004

SPEEDHAUL HOLDINGS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE 2 CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2004

PAGE 3 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE PERIOD FROM
JUNE 30, 2004 (INCEPTION) TO DECEMBER 31, 2004

PAGE 4 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JUNE 30, 2004 (INCEPTION) TO DECEMBER
31, 2004

PAGE 5 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
JUNE 30, 2004 (INCEPTION) TO DECEMBER 31, 2004

PAGES 6 - 9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------

To the Board of Directors of:
Speedhaul Holdings, Inc.
(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Speedhaul
Holdings, Inc. and subsidiary (a development stage company) as of December 31,
2004 and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the period from June 30, 2004
(inception) to December 31, 2004. 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 consolidated financial statements referred to above present
fairly in all material respects, the financial position of Speedhaul Holdings,
Inc. and subsidiary (a development stage company) as of December 31, 2004 and
the consolidated results of its operations and its cash flows for the period
from June 30, 2004 (inception) to December 31, 2004 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
consolidated financial statements, the Company is in the development stage with
no operations. These factors raise substantial doubt about its ability to
continue as a going concern. Management's plans concerning this matter are also
described in Note 7. The accompanying consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

WEBB & COMPANY, P.A.

Boynton Beach, Florida
March 9, 2005

SPEEDHAUL HOLDINGS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2004
-----------------------

ASSETS
------

CURRENT ASSETS

Cash $ 10,227
----------------
Total Current Assets 10,227

PROPERTY AND EQUIPMENT, NET 8,834
----------------

TOTAL ASSETS $ 19,061
------------ ================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
Accounts payable $ 2,715
Loan payable - related party 4,650
----------------
Total Current Liabilities 7,365

COMMITMENTS AND CONTINGENCIES -

STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 20,000,000 shares authorized,
none issued and outstanding, respectively -
Common stock, $0.0001 par value, 100,000,000 shares authorized,
22,310,100 shares issued and outstanding 2,231
Additional paid in capital 13,569
Accumulated deficit during development stage (4,104)
----------------
Total Stockholders' Equity 11,696
----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 19,061
------------------------------------------ ================

See accompanying notes to consolidated financial statements.
2

SPEEDHAUL HOLDINGS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM JUNE 30, 2004 (INCEPTION) TO DECEMBER 31, 2004
------------------------------------------------------------------

OPERATING EXPENSES

In-kind contribution of office space $ 3,000
General and administrative 1,104
----------------
Total Operating Expenses 4,104
----------------

LOSS FROM OPERATIONS (4,104)

Provision for Income Taxes -
----------------

NET LOSS $ (4,104)
================

Net loss per share - basic and diluted $ -
================

Weighted average number of shares outstanding during the period -
basic and diluted 20,125,549
================

See accompanying notes to consolidated financial statements.
3

SPEEDHAUL HOLDINGS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JUNE 30, 2004 (INCEPTION) TO DECEMBER 31, 2004
------------------------------------------------------------------

Accumulated
Deficit
Additional During
Preferred Shares Common Stock Paid-In Development
Shares Amount Shares Amount Capital Stage Total
------ ---------- ---------- ---------- ---------- ---------- ----------

Common stock issued to founders for cash

($0.001 per share) - $ -- 20,000,000 $ 2,000 $ (1,700) $ -- $ 300

In-kind contribution of office space - -- -- -- 3,000 -- 3,000

Stock issued for shares held by stockholders of
Speedhaul Holdings, Inc. ($0.007 per share) - -- 2,310,100 231 12,269 -- 12,500

Net loss for the period from June 30, 2004
(inception) to December 31, 2004 - -- -- -- -- (4,104) (4,104)
------ ---------- ---------- ---------- ---------- ---------- ----------

BALANCE, DECEMBER 31, 2004 - $ -- 22,310,100 $ 2,231 $ 13,569 $ (4,104) $ 11,696
------ ---------- ---------- ---------- ---------- ---------- ----------

See accompanying notes to consolidated financial statements.
4

SPEEDHAUL HOLDINGS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM JUNE 30, 2004 (INCEPTION) TO DECEMBER 31, 2004
------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ (4,104)
Adjustments to reconcile net loss to net cash provided by
operating activities:
In-kind contribution 3,000
Changes in operating assets and liabilities:
Increase in accounts payable 2,715
------------------
Net Cash Provided By Operating Activities 1,611
------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible assets (8,834)
------------------
Net Cash Used In Investing Activities (8,834)
------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds loan payable - stockholder 4,650
Proceeds from issuance of common stock 12,800
------------------
Net Cash Provided By Financing Activities 17,450
------------------

NET INCREASE IN CASH 10,227

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD -
------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10,227
==================

See accompanying notes to consolidated financial statements.
5

SPEEDHAUL HOLDINGS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004
-----------------------

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------ -----------------------------------------------------------

(A) Organization
-----------------

Speedhaul Holdings, Inc. f/k/a Segway VIII Corp. (a development stage
company) was incorporated under the laws of the State of New Jersey on
April 6, 2000. Activities during the development stage include developing
the business plan and raising capital.

Speedhaul, Inc. (a development stage company) was incorporated under the
laws of the State of New Jersey on June 30, 2004. Speedhaul, Inc. plans to
operate an internet website which offers internet subscription based load
and equipment posting and searching services for the freight trucking
business. The Company will gather load and equipment information from
subscribers who participate in all segments of the trucking industry;
trucking companies, brokers, shippers, freight forwarders, logistical
companies and others and make that information instantly available through
a simple and easy to use internet based software program.

On December 1, 2004, Speedhaul Holdings, Inc. consummated an agreement with
Speedhaul Inc. pursuant to which Speedhaul Inc. exchanged all of its 2,500
then issued and outstanding shares of common stock for 20,000,000 shares or
approximately 90% of the common stock of Speedhaul Holdings, Inc. As a
result of the agreement, the transaction was treated for accounting
purposes as a recapitalization by the accounting acquirer (Speedhaul,
Inc.).

Accordingly, the financial statements include the following:

(1) The balance sheet consists of the net assets of the acquirer at
historical cost and the net assets of the acquiree at historical cost.

(2) The statement of operations includes the operations of the acquirer
for the periods presented and the operations of the acquiree from the
date of the merger.

Speedhaul Holdings, Inc. and its wholly owned subsidiary Speedhaul, Inc.
are hereafter referred to as (the "Company"). All intercompany accounts and
balances have been eliminated in the consolidation.

(B) Use of Estimates
---------------------

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reported period.
Actual results could differ from those estimates.

SPEEDHAUL HOLDINGS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004
-----------------------

For purposes of the cash flow statements, the Company considers all highly
liquid investments with original maturities of three months or less at the
time of purchase to be cash equivalents.

(D) Website Costs
------------------

The Company has adopted the provisions of Emerging Issues Task Force 00-2,
"Accounting for Web Site Development Costs." Costs incurred in the planning
stage of a website are expensed as research and development while costs
incurred in the development stage are capitalized and amortized over the
life of the asset, estimated to be five years. As of December 31, 2004, the
Company has capitalized a total of $8,834 of website costs which are
included in property and equipment. The Company did not incur any planning
costs and did not record any research and development costs for the year
ended December 31, 2004.

(E) Long-Lived Assets
----------------------

The Company accounts for long-lived assets under the Statements of
Financial Accounting Standards Nos. 142 and 144 "Accounting for Goodwill
and Other Intangible Assets" and "Accounting for Impairment or Disposal of
Long-Lived Assets" ("SFAS No. 142 and 144"). In accordance with SFAS No.
142 and 144, long-lived assets, goodwill and certain identifiable
intangible assets held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. For purposes of evaluating the
recoverability of long-lived assets, goodwill and intangible assets, the
recoverability test is performed using undiscounted net cash flows related
to the long-lived assets.

(F) Income Taxes
-----------------

The Company accounts for income taxes under the Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement
109"). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. As of December
31, 2004, the Company has a net operating loss carryforward of $969
available to offset future taxable income through 2024. The valuation
allowance at December 31, 2004 was $339. The net change in the valuation
allowance for the period ended December 31, 2004 was an increase of $339.

SPEEDHAUL HOLDINGS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004
-----------------------

(G) Loss Per Share
-------------------

Basic and diluted net loss per common share is computed based upon the
weighted average common shares outstanding as defined by Financial
Accounting Standards No. 128, "Earnings Per Share." As of December 31,
2004, there were no common share equivalents outstanding.

(H) Business Segments
----------------------

The Company operates in one segment and therefore segment information is
not presented.

(I) Recent Accounting Pronouncements
-------------------------------------

Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory
Costs - an amendment of ARB No. 43, Chapter 4"" SFAS No. 152, "Accounting
for Real Estate Time-Sharing Transactions - an amendment of FASB Statements
No. 66 and 67," SFAS No. 153, "Exchanges of Non-monetary Assets - an
amendment of APB Opinion No. 29," and SFAS No. 123 (revised 2004),
"Share-Based Payment," were recently issued. SFAS No. 151, 152, 153 and 123
(revised 2004) have no current applicability to the Company and have no
effect on the financial statements.

NOTE 2 PROPERTY AND EQUIPMENT
------ ----------------------

Property and equipment at December 31, 2004 consisted of the following:

Website development costs $ 8,834
Accumulated depreciation -
----------------

$ 8,834
================

During the period ended December 31, 2004, the Company recorded
depreciation expense of $0.

NOTE 3 COMMITMENTS AND CONTINGENCIES
------ -----------------------------

The Company has an outstanding commitment under its agreement for the
programming of its website of $4,416 upon final beta testing and completion
of the software.

SPEEDHAUL HOLDINGS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004
-----------------------

NOTE 4 LOAN PAYABLE - RELATED PARTY
------ ----------------------------

During 2004, the Company received working capital loans of $5,000 and
$4,500 totaling $9,500 and repaid $4,850 during 2004. The loans are
non-interest bearing, unsecured and due on demand. The outstanding balance
at December 31, 2004 was $4,650.

NOTE 5 STOCKHOLDERS' EQUITY
------ --------------------

(A) Common Stock Issued for Cash
---------------------------------

On June 30, 2004, the Company issued 20,000,000 shares of common stock to
its founder for cash of $300 ($0.001 per share).

(B) Common Stock Issued in Reverse Merger
------------------------------------------

On December 20, 2004, Speedhaul Holdings, Inc. exchanged 2,310,100 shares
of common stock for all the outstanding shares of Speedhaul, Inc. (See Note
1).

During 2004, the Company recorded $3,000 of in-kind rent expense for space
provided by its majority stockholder.

NOTE 6 RELATED PARTY TRANSACTIONS
------ --------------------------

See Notes 4 and 5.

NOTE 7 GOING CONCERN
------ -------------

As reflected in the accompanying financial statements, the Company is in
the development stage with no operations. This raises substantial doubt
about its ability to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company's
ability to raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional
funding and implement its strategic plans provide the opportunity for the
Company to continue as a going concern.

SEGWAY III CORP.

FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2004

Segway III Corp.
Financial Statements Table of Contents

FINANCIAL STATEMENTS Page #

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

SEGWAY III CORP.
BALANCE SHEET

As of September 30, 2004 (unaudited)

and December 31, 2003

ASSETS

CURRENT ASSETS September 30, 2004 December 31, 2003

(unaudited)

Cash $ 15,025 $ 9,975
-------- -------

TOTAL ASSETS $ 15,025 $ 9,975
======== =======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accrued expenses $ 3,275 $2,525
-------- -------

TOTAL LIABILITIES 3,275 2,525
-------- -------

STOCKHOLDERS' EQUITY

Common Stock - par value $0.0001;
100,000,000 shares authorized;
Issued and outstanding:

5,310,100 and 5,289,900, respectively 531 529

Additional paid in capital 15,421 10,373

Preferred Stock - Par value $0.0001;
20,000,000 shares authorized;
none issued and outstanding 0 0

Accumulated Deficit During Development Stage (4,202) (3,452)
-------- -------

Total stockholders' equity 11,750 7,450
-------- -------

TOTAL LIABILITIES AND EQUITY $ 15,025 $ 9,975
======== =======

The accompanying notes are an integral part of these financial statements.

SEGWAY III CORP.
STATEMENT OF OPERATIONS

(unaudited)

For the nine months ended September 30, 2004 and 2003, and
from inception (March 31, 2000) through September 30, 2004

Nine Months Nine Months From Inception
Sep. 30, 2004 Sep. 30, 2003 To Sep. 30, 2004

REVENUE Sales $ 0 $ 0 $ 0
Cost of sales 0 0 0
------- ------- -------

GROSS PROFIT 0 0 0

GENERAL AND ADMINISTRATIVE EXPENSES 750 400 4,202
------- ------- -------

NET LOSS (750) (400) (4,202)

ACCUMULATED DEFICIT, BEGINNING BALANCE (3,452) (2,352) 0
------- ------- -------

ACCUMULATED DEFICIT, ENDING BALANCE $(4,202) $(2,752) $(4,202)
======= ======= =======

NET EARNINGS PER SHARE

Basic and Diluted
Net loss per share (Less than .01) (less than .01) (less than .01)

Basic and Diluted Weighted Average

Number of Common Shares Outstanding 5,293,491 5,287,500 5,239,568

The accompanying notes are an integral part of these financial statements.

SEGWAY III CORP.
STATEMENT OF OPERATIONS
For the three months ended September 30, 2004 and 2003

Three Months Three Months
Sep. 30, 2004 Sep. 30, 2003

REVENUE Sales $ 0 $ 0
Cost of sales 0 0
----- -----

GROSS PROFIT 0 0

GENERAL AND ADMINISTRATIVE EXPENSES 250 150
----- -----

NET LOSS $(250) $(150)
===== =====

NET EARNINGS PER SHARE

Basic and Diluted
Net loss per share (Less than .01) (less than .01)

Basic and Diluted Weighted Average

Number of Common Shares Outstanding 5,297,082 5,289,900

The accompanying notes are an integral part of these financial statements.

SEGWAY III CORP.
STATEMENT OF STOCKHOLDERS' EQUITY
From inception (March 31, 2000) through September 30, 2004

COMMON ADDITIONAL ACCUMULATED
SHARES STOCK PAID IN DEFICIT TOTAL
----------- ----------- ----------- ----------- -----------

Stock issued for cash on
April 29, 2000 for
$0.0001 per share 5,000,000 $ 500 $ 0 $ 0 $ 500

Stock issued for cash on
September 14, 2000 for
$0.001 per share 250,000 25 225 250

Net loss $ (837) (837)
----------- ----------- ----------- ----------- -----------

Total at December 31, 2000 5,250,000 525 225 (837) (87)

Contributed capital
by shareholders during
the year 2001 150 150

Net loss (967) (967)
----------- ----------- ----------- ----------- -----------

Total at December 31, 2001 5,250,000 525 375 (1,804) (904)

Contributed capital
by shareholders during
the year 2002 27 27

Net loss (548) (548)
----------- ----------- ----------- ----------- -----------

Total at December 31, 2002 5,250,000 525 402 (2,352) (1,425)

Stock issued for cash from
May, 2003 through October,
2003 for $0.25 per share 39,900 4 9,971 9,975

Net loss (1,100) (1,100)
----------- ----------- ----------- ----------- -----------

Total at December 31, 2003 5,289,900 529 10,373 (3,452) 7,450

Stock issued for cash from
July, 2004 through September,

2004 for $0.25 per share 20,200 2 5,048 5,050

Net loss (750) (750)
----------- ----------- ----------- ----------- -----------

Total at September 30, 2004 5,310,100 $ 531 $ 15,421 $ (4,202) $ 11,750

The accompanying notes are an integral part of these financial statements.

SEGWAY III CORP.
STATEMENT OF CASH FLOWS
For the nine months ended September 30, 2004 and 2003, and
from inception (March 31, 2000) through September 30, 2004

CASH FLOWS FROM OPERATING ACTIVITIES Sep. 30, 2004 Sep. 30, 2003 From Inception

Net income (loss) $ (750) $ (400) $ (4,202)

Increases (Decrease) in accrued expenses 750 400 3,275
-------- -------- --------

NET CASH PROVIDED OR (USED) IN OPERATIONS (0) (0) (927)

CASH FLOWS FROM INVESTING ACTIVITIES

None 0 0 0

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock
capital contributions 5,050 0 15,952
-------- -------- --------

5,050 0 15,952

CASH RECONCILIATION

Net increase (decrease) in cash 5,050 0 15,025
Beginning cash balance 9,975 0 0
-------- -------- --------

CASH BALANCE AT END OF PERIOD $ 15,025 $ 0 $ 15,025
======== ======== ========

The accompanying notes are an integral part of these financial statements.

SEGWAY III CORP.
FOOTNOTES TO THE FINANCIAL STATEMENTS

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

1. Summary of significant accounting policies:
------------------------------------------

Industry - Segway III 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.

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. Operating Lease Agreements:
--------------------------

The Company has no agreements at this time.

8. Stockholder's Equity:
--------------------

Preferred Stock includes 20,000,000 shares authorized at a par value of $0.0001,
none of which have been issued.

Common Stock includes 100,000,000 shares authorized at a par value of $0.0001,
of which 5,310,100 have been issued for the amount of $15,952. The following
describes the shares issued.

On April 29, 2000, the Company issued 5,000,000 common shares for a total of
$500, or $.0001 per share, in an issuance that the company believes is exempt
from registration with the United States Securities and Exchange Commission.

On September 14, 2000, the Company issued 250,000 common shares for a total of
$250, or .0014 per share, in an issuance that the company believes is exempt
from registration with the United States Securities and Exchange Commission.

During the year 2001, shareholders of the Company contributed an additional $150
of capital to the Company in the form of cash.

During the year 2002, shareholders of the Company contributed an additional $27
of capital to the Company in the form of cash.

From May, 2003 through October, 2003, the Company issued 39,900 common shares
for a total of $9,975, or $.25 per share, in an issuance that the company
believes is exempt from registration with the United States Securities and
Exchange Commission.

From July, 2003 through September, 2004, the Company issued 20,200 common shares
for a total of $5,050 or $.25 per share, in an issuance that the Company
believes is exempt from registration with the United States Securities and
Exchange Commission.

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.

SEGWAY III CORP.

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2003

Segway III Corp.
Financial Statements Table of Contents

FINANCIAL STATEMENTS Page #

Report of Independent Registered Public Accounting Firm 2

Balance Sheet 3

Statement of Operations and Retained Deficit 4

Statement of Stockholders Equity 5

Cash Flow Statement 6

Notes to the Financial Statements 7-9

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To The Board of Directors and Shareholders SEGWAY III CORP.

We have audited the accompanying balance sheet of Segway III Corp. as of
December 31, 2003 and 2002, and the related statement of operations, equity and
cash flows from inception (March 31, 2000) through December 31, 2003. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Segway III Corp. as of December
31, 2003 and 2002, and the results of its operations and its cash flows from
inception (March 31, 2000) through December 31, 2003 in conformity with

accounting principles generally accepted in the United States of America.

Gately & Associates, LLC
Altamonte Springs, FL
April 2, 2004

SEGWAY III CORP.
BALANCE SHEET
As of December 31, 2003
and December 31, 2002

ASSETS

CURRENT ASSETS December 31, 2003 December 31, 2002

Cash $ 9,975 $ 0
-------- --------

TOTAL ASSETS $ 9,975 $ 0
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accrued expenses $ 2,525 $ 1,425
-------- --------

TOTAL LIABILITIES 2,525 1,425
-------- --------

STOCKHOLDERS' EQUITY

Common Stock - par value $0.0001;
100,000,000 shares authorized;
Issued and outstanding:
5,289,900 and 5,250,000, respectively 529 525

Additional paid in capital 10,373 402

Preferred Stock - Par value $0.0001;
20,000,000 shares authorized;
none issued and outstanding 0 0

Accumulated Deficit (3,452) (2,352)
-------- --------

Total stockholders' equity 7,450 (1,425)
-------- --------

TOTAL LIABILITIES AND EQUITY $ 9,975 $ 0

The accompanying notes are an integral part of these financial statements.

SEGWAY III CORP.
STATEMENT OF OPERATIONS
For the twelve months ended December 31, 2003 and 2002, and
from inception (March 31, 2000) through December 31, 2003

Twelve Months Twelve Months From Inception
Dec. 31, 2003 Dec. 31, 2002 To Dec. 31, 2003

REVENUE Sales $ 0 $ 0 $ 0
Cost of sales 0 0 0
------- ------- -------

GROSS PROFIT 0 0 0

GENERAL AND ADMINISTRATIVE EXPENSES 1,100 548 3,452

NET LOSS (1,100) (548) (3,452)
------- ------- -------

ACCUMULATED DEFICIT, BEGINNING BALANCE (2,352) (1,804) 0
------- ------- -------

ACCUMULATED DEFICIT, ENDING BALANCE $(3,452) $(2,352) $(3,452)
======= ======= =======

NET EARNINGS PER SHARE

Basic and Diluted
Net loss per share (Less than .01) (less than .01)

Basic and Diluted Weighted Average

Number of Common Shares Outstanding 5,266,826 5,250,000

The accompanying notes are an integral part of these financial statements.

SEGWAY III CORP.
STATEMENT OF STOCKHOLDERS' EQUITY
From inception (March 31, 2000) through December 31, 2003

COMMON ADDITIONAL ACCUMULATED
SHARES STOCK PAID IN DEFICIT TOTAL
----------- ----------- ----------- ----------- -----------

Stock issued for cash on
April 29, 2000 for
$0.0001 per share 5,000,000 $ 500 $ 0 $ 0 $ 500

Stock issued for cash on
September 14, 2000 for
$0.001 per share 250,000 25 225 250

Net loss $ (837) (837)
----------- ----------- ----------- ----------- -------

Total at December 31, 2000 5,250,000 525 225 (837) (87)

Contributed capital
by shareholders during
the year 2001 150 150

Net loss (967) (967)
----------- ----------- ----------- ----------- -------

Total at December 31, 2001 5,250,000 525 375 (1,804) (904)

Contributed capital
by shareholders during
the year 2002 27 27

Net loss (548) (548)
----------- ----------- ----------- ----------- --------

Total at December 31, 2002 5,250,000 525 402 (2,352) (1,425)

Stock issued for cash from
May, 2003 through October,
2003 for $0.25 per share 39,900 4 9,971 9,975

Net loss (1,100) (1,100)
----------- ----------- ----------- ----------- --------

Total at December 31, 2003 5,289,900 $ 529 $ 10,373 $ (3,452) $(7,450)
=========== =========== =========== =========== =========

The accompanying notes are an integral part of these financial statements.

SEGWAY III CORP.
STATEMENT OF CASH FLOWS
For the twelve months ended December 31, 2003 and 2002, and
from inception (March 31, 2000) through December 31, 2003

CASH FLOWS FROM OPERATING ACTIVITIES Dec. 31, 2003 Dec. 31, 2002 From Inception

Net income (loss) $ (400) $ (548) $ (3,452)

Increases (Decrease) in accrued expenses 400 500 2,525
------------- ---------- ----------

NET CASH PROVIDED OR (USED) IN OPERATIONS (0) (48) (927)

CASH FLOWS FROM INVESTING ACTIVITIES

None 0 0 0

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock
capital contributions 9,975 27 10,902
------------ --------- ---------

9,975 27 10,902

CASH RECONCILIATION

Net increase (decrease) in cash 9,975 (21) 0
Beginning cash balance 0 21 0
----------- ----------- ---------

CASH BALANCE AT END OF YEAR $ 9,975 $ 0 $ 9,975
=========== =========== =========

The accompanying notes are an integral part of these financial statements.

SEGWAY III CORP.
FOOTNOTES TO THE FINANCIAL STATEMENTS

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

1. Summary of significant accounting policies:
------------------------------------------

Industry - Segway III 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.

Basis of Accounting - The Company's financial statements are prepared in
-------------------
accordance with generally accepted accounting principles.

SEGWAY III CORP.
FOOTNOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

2. Related Party Transactions and Going Concern:
--------------------------------------------

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:
----------------

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. Operating Lease Agreements:
--------------------------

The Company has no agreements at this time.

8. Stockholder's Equity:
--------------------

Preferred Stock includes 20,000,000 shares authorized at a par value of $0.0001,
none of which have been issued.

Common Stock includes 100,000,000 shares authorized at a par value of $0.0001,
of which 5,289,900 have been issued for the amount of $10,902. The following
describes the shares issued.

SEGWAY III CORP.
FOOTNOTES TO THE FINANCIAL STATEMENTS

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

On April 29, 2000, the Company issued 5,000,000 common shares for total of $500,
or $.0001 per shares, in an issuance that the company believes is exempt from
registration with the United States Securities and Exchange Commission.

During the year 2001, shareholders of the Company contributed an additional $150
of capital to the Company in the form of cash.

During the year 2002, shareholders of the Company contributed an additional $27
of capital to the Company in the form of cash.

From May, 2003 through October, 2003, the Company issued 39,900 common shares
for total of $9,975, or $.25 per share, in an issuance that the company believes
is exempt from registration with the United States Securities and Exchange
Commission.

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:
------------------

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS II-1

Section 14A:3-5 of the Business Corporation Law of the State of New Jersey
provides that any corporation shall have the power to indemnify a corporate
agent against his expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his being or having been a corporate
agent if such corporate agent acted in good faith and in the best interest of
the corporation and with respect to any criminal proceeding, such corporate
agent has no reasonable cause to believe his conduct was unlawful.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF
1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING
THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE
SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

Our certificate of incorporation provides in effect for the elimination of the
liability of directors to the extent permitted by the NJGCL.

We have agreed to indemnify each of our directors and certain officers against
certain liabilities, including liabilities under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Securities and Exchange Commission $ 6.18
registration fee
Transfer Agent Fees (1) $ 2,500
Accounting fees and expenses (1) $ 2,500
Legal fees and expenses (1) $ 5,000
Total(1) $ 10,006.18

(1) Estimated

All amounts are estimates other than the Commission's registration fee. We are
paying all expenses of the offering listed above. No portion of these expenses
will be borne by the selling shareholders. The selling shareholders, however,
will pay any other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.

II-1

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

On March 1, 2000, we issued 5,000,000 shares to Richard I. Anslow for cash
consideration Of $500 and for services rendered as our founder. Such shares were
issued in reliance on an exemption from registration under Section 4(2) of the
Securities Act of 1933. These shares of our common stock qualified for exemption
under Section 4(2) of the Securities Act of 1933 since the issuance shares by us
did not involve a public offering. The offering was not a "public offering" as
defined in Section 4(2) due to the insubstantial number of persons involved in
the deal, size of the offering, and manner of the offering and number of shares
offered. We did not undertake an offering in which we sold a high number of
shares to a high number of investors. In addition, Richard I. Anslow had the
necessary investment intent as required by Section 4(2) since they agreed to and
received a share certificate bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
ensures that these shares would not be immediately redistributed into the market
and therefore not be part of a "public offering." Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for this transaction. On December 21,
2004, 3,000,000 shares held by Richard I. Anslow were cancelled in accordance
with the Stock Purchase Agreement and Share Exchange with Speedhaul, Inc.

On September 1, 2000, we issued 250,000 shares to Robert Jaclin for cash
Consideration of $250. Such shares were issued in reliance on an exemption from
registration under Section 4(2) of the Securities Act of 1933. These shares of
our common stock qualified for exemption under Section 4(2) of the Securities
Act of 1933 since the issuance shares by us did not involve a public offering.

The offering was not a "public offering" as defined in Section 4(2) due to the
insubstantial number of persons involved in the deal, size of the offering, and
manner of the offering and number of shares offered. We did not undertake an
offering in which we sold a high number of shares to a high number of investors.
In addition, Gregg E. Jaclin had the necessary investment intent as required by
Section 4(2) since they agreed to and received a share certificate bearing a
legend stating that such shares are restricted pursuant to Rule 144 of the 1933
Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a "public
offering." Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.

In September 2004, we completed a Regulation D, Rule 506 Offering in which we
issued a total of 60,100 shares of our common stock to 40 shareholders at a
price per share of $.25 for an aggregate offering price of $15,025. The
following sets forth the identity of the class of persons to whom we sold these
shares and the amount of shares for each shareholder:

Carlos Chavevri 3000
Amod Choudhary 2000
Scott Burttet 1000
Lisa Cohen 400
Scott Costin 2500
Richard Conti 1400
Jenny Lynn Crossman 2000
Patricia Ferrara 1000
Lester Glaser 1000
Richard Glaser 1000
Sally Glaser 1000
Inge Goldstein 800
Alvin Goldstein 4000
Robert Gordon 2600
Dr. Frank Greenberg 1000
Kenneth Greenberg 5000
Robert Jaclin 1000
Lorin Jaffe 1000
Magda Jimenez 800
Kessler Business Associates 1400
Joseph and Dianne Kocienda 1000
Mark Kulkowitz 400

II-2

Alex Lichtman 2500
Max Lichmtan 2500
Harris Millman 1000
James Neebling 2000
Brett Pessel 1400
April Rauschman 2000
Scott Rhodes 800
Victor Rones 1000
Paul Roseman 1000
Shirley Ryan 1000
Scott Schiffman 1000
Kenneth Speigeland 2000
Neal Studd 400
Janice Thorn 1000
Verse Thompson 1000
TP Electronic Filings (1) 1200
Kirk T. Trauger 2000
Kristina L. Trauger 1000

The Common Stock issued in our Regulation D, Rule 506 Offering was issued in a
transaction not involving a public offering in reliance upon an exemption from
registration provided by Rule 506 of Regulation D of the Securities Act of 1933.
In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these
shares qualified for exemption under the Rule 506 exemption for this offerings
since it met the following requirements set forth in Reg. ss.230.506:

(A) No general solicitation or advertising was conducted by us in connection
with the offering of any of the Shares.

(B) At the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 17 (d) of the Exchange Act; or (2) an
"investment company" within the meaning of the federal securities laws.

(C) Neither we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities, nor
any promoter currently connected with us in any capacity has been convicted
within the past ten years of any felony in connection with the purchase or
sale of any security.

(D) The offers and sales of securities by us pursuant to the offerings were not
attempts to evade any registration or resale requirements of the securities
laws of the United States or any of its states.

(E) None of the investors are affiliated with any of our directors, officers or
promoters or any beneficial owner of 10% or more of our securities.

Please note that pursuant to Rule 506, all shares purchased in the Regulation D
Rule 506 offering completed in September 2004 were restricted in accordance with
Rule 144 of the Securities Act of 1933. In addition, the offering was sold to
less than 35 non-accredited investors. Based upon same we believe that this
offering has complied with the requirements of Rule 506(b)(2).

On December 21, 2004, we issued 20,000,000 shares to Andrew Norins for all of
his shares of Speedhaul, Inc. in accordance the terms of that certain Stock
Purchase Agreement and Share Exchange between us and Speedhaul, Inc. Such shares
were issued in reliance on an exemption from registration under Section 4(2) of
the Securities Act of 1933. These shares of our common stock qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance
shares by us did not involve a public offering. The offering was not a "public
offering" as defined in Section4(2) due to the insubstantial number of persons
involved in the deal, size of the offering, and manner of the offering and
number of shares offered. We did not undertake an offering in which we sold a
high number of shares to a high number of investors. In addition, Andrew Norins
had the necessary investment intent as required by Section 4(2) since they
agreed to and received a share certificate bearing a legend stating that such
shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This
restriction ensures that these shares would not be immediately redistributed
into the market and therefore not be part of a "public offering." Based on an
analysis of the above factors, we have met the requirements to qualify for
exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

II-3

We have never utilized an underwriter for an offering of our securities. Other
than the securities mentioned above, we have not issued or sold any securities.

ITEM 27. EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 Articles of Incorporation and Amendments*
3.2 By-Laws*
5.1 Opinion of Anslow & Jaclin, LLP
10.1 Stock Purchase Agreement and Share Exchange**
21. Subsidiary
23.1 Consent of Webb & Company, PA
23.2 Consent of Gately & Associates, Inc.

* Filed with Amendment No.1 to Form SB-2 with the SEC on March 11, 2005
** Filed with the Form 8-K filed with the SEC on December 23, 2004.

ITEM 28. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and Notwithstanding the forgoing, any increase
or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and
any deviation From the low or high end of the estimated maximum
offering range may be reflected in the form of prospects filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.

2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities, other than the
payment by us of expenses incurred or paid by one of our directors, officers, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or controlling persons in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in the Securities Act, and we will be
governed by the final adjudication of such issue.

II-4

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Monroe,
State of New Jersey on May 2, 2005.

By: /s/ Andrew Norins
---------------------------------
Andrew Norins
President, Chief Executive Officer,
Chief Financial Officer and Director

POWER OF ATTORNEY

ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Andrew Norins, true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all pre- or
post-effective amendments to this registration statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any one
of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof. In accordance with the requirements of the Securities Act of
1933, this registration statement was signed by the following persons in the
capacities and on the dates stated.

By: /s/ Andrew Norins President, Chief Executive Officer, Dated: May 2, 2005
------------------------ Chief Financial Officer and Director
Andrew Norins

II-5