<pre>
As filed with the Securities and Exchange Commission on February 11, 2003
File No. 333-
Commission file number: 000-3149
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MediaBus Networks, Inc.
(Name of small business issuer in its charter)
Florida 65-0832987
(state or other jurisdiction (I.R.S. Employer
Incorporation or Organization) Identification No.)
2900 Delk Road
Suite 700
PMB 113
Marietta, GA 30067
(Address of principal executive offices-Zip code)
Kenneth O. Lipscomb
2900 Delk Road
Suite 700
PMB 113
Marietta, GA 30067
(Name, address, including zip code, of agent for service)
Telephone number, including area code, of agent for service: (770) 977-0944
Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the Registration Statement becomes effective.
<table>
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
to be registered Registered (1) Offering Price Offering Price (1) Registration Fee
Per Share (1)
Common Stock 7,264,284 $1.12 $8,135,998 $748.51
par value
(1) Computed pursuant to Rule 457(c) on the basis of the average of the
high and low prices per share as reported for such securities on
the NASD's OTC Bulletin Board on February 5, 2003.
</table>
<page>i
EXPLANATORY NOTE
This registration statement covers 7,264,284 shares of common
stock, no par value per share, of MediaBus Network, Inc., that were issued
under two Consulting Agreements between MediaBus Networks, Inc. and
Mercator Group and Taurus Global.
This registration statement contains two parts. Part I contains a
reoffer prospectus prepared in accordance with Part I of Form S-8 in accordance
with Instruction C of the General Instructions to Form S-8. Subject to the
volume limitations of Rule 144(e) of the Securities Act of 1933, the reoffer
prospectus may be used for reoffers or resales on a continuous or delayed basis
in the future of the 7,264,284 shares of common stock issued under the
above-described Consulting Agreements. Part II contains information required in
this registration statement under Part II of Form S-8.
<page>ii
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with Form S-8 and Rule 428(b)(1) of the Securities
Act of 1933, we will provide to Anshuman Dube, Kurt Benjamin, Tisno
Onggara, David Firestone, Karen White, Franco Scalamandre, and Michael
Rosenberg documents containing the information specified in Part I, Items 1
and 2. We will furnish without charge to any person, upon written or oral
request of such person, a copy of each document incorporated by reference
in Item 3 of Part II of this registration statement, which documents are
incorporated by reference in the Section 10(a) prospectus, and any other
documents required to be delivered to Anshuman Dube, Kurt Benjamin, Tisno
Onggara, David Firestone, Karen White, Franco Scalamandre and Michael
Rosenberg under Rule 428(b) of the Securities Act of 1933. Requests should
be directed to MediaBus Networks, Inc., 2900 Delk Road, Suite 700, PMB 113,
Marietta, GA 30067 Attention: Corporate Administrator. Our telephone number
is (770) 977-0944. The reoffer prospectus follows this paragraph.
<page>iii
PROSPECTUS
MediaBus Networks, Inc.
7,264,284 Shares of Common Stock
The shares of MediaBus Networks, Inc. common stock being offered
under this prospectus are being offered by Anshuman Dube, Kurt Benjamin,
Tisno Onggara, David Firestone, Karen White, Franco Scalamandre, and Michael
Rosenberg for their own account. Our common stock trades on the NASD's OTC
Bulletin Board under the symbol "MDBU." On February 5, 2003, the high and
low sale prices for a share of our common stock were $1.25 and $1.00,
respectively.
The mailing address and the telephone number of our principal executive
offices are MediaBus Networks, Inc., 2900 Delk Road, Suite 700, PMB 113,
Marietta, GA 30067, (770) 977-0944.
---------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 3.
---------------------
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.
You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus.
---------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is February 10, 2003
<page> 1
TABLE OF CONTENTS
PAGE
----
Risk Factors............................................................... 3
Special Note Regarding Forward-Looking Statements.......................... 13
Use of Proceeds............................................................ 13
Selling Security Holder.................................................... 15
Plan of Distribution....................................................... 15
Transfer Agent and Registrar............................................... 17
Legal Matters.............................................................. 17
Experts.................................................................... 18
Where You Can Find More Information........................................ 19
Incorporation of Documents by Reference.................................... 19
<page> 2
RISK FACTORS
An investment in our common stock involves a high degree of risk.
In addition to the other information in this prospectus, you should
carefully consider the following risk factors before deciding to invest in
shares of our common stock. If any of the following risks actually occurs,
it is likely that our business, financial condition and operating results
would be harmed. As a result, the trading price of our common stock could
decline, and you could lose part or all of your investment.
RISKS RELATED TO OUR BUSINESS
OUR COMPANY HAS HAD NO ASSETS OR ONGOING OPERATIONS AND HAS NOT
ENGAGED IN ANY BUSINESS ACTIVITIES SINCE JUNE 2002 AND IS SEEKING
A MERGER CANADATE.
Our Company has had no assets or ongoing operations and has not
engaged in any business activities since June 2002. Nevertheless, we
believe it may be possible to recover some value for the stockholders
through the adoption and implementation of a plan whereby our Company will
attempt to effect a business combination transaction with a suitable
privately held company that has both business history and operating assets.
While management believes our Company will be able to enter into a
business combination transaction within 12 months, there can be no
assurance as to how much time will elapse before a business combination is
effected, if ever. We will not restrict our search to any specific
business, industry or geographical location, and our Company may
participate in a business venture of virtually any kind or nature.
In implementing a particular business combination transaction, our
Company may become a party to a merger, consolidation, reorganization,
joint venture, franchise or licensing agreement with another corporation or
entity. We may also purchase stock or assets of an existing business. After
the consummation of a business combination transaction, it is likely that
our present stockholders will only own a small minority interest in the
combined companies. In addition, as part of the terms of the acquisition
transaction, all of our current officers and directors will ordinarily
resign and be replaced by new officers and directors selected by the
target. Management does not intend to obtain stockholder approval before
consummating any acquisition other than a statutory merger.
WITHOUT A SUCESSSFUL MERGER OR ACQUISITION, WE MAY BE UNABLE TO
ACHIEVE THE OBJECTIVES OF OUR CURRENT BUSINESS STRATEGY, WHICH COULD
FORCE US TO RESTRUCTURE, FILE FOR BANKRUPTCY, OR CEASE OPERATIONS
ENTIRELY, ANY OF WHICH COULD JEOPARDIZE AN INVESTMENT IN OUR COMMON
STOCK.
If we are unable to obtain an acquisition or merger, we could be
forced to restructure, file for bankruptcy, or cease operations entirely,
any of which could jeopardize an investment in our common stock. You may be
unable to sell your shares of common stock at or above your purchase price,
which may result in substantial losses to you.
OUR INDEPENDENT AUDITORS HAVE ISSUED A REPORT QUESTIONING OUR ABILITY TO
CONTINUE AS A GOING-CONCERN. THIS REPORT MAY IMPAIR OUR ABILITY TO RAISE
ADDITIONAL FINANCING AND ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.
The report of our independent auditors contained in our financial
statements for the year ended June 30, 2002 includes a paragraph that
explains that we have incurred substantial losses and have a working
capital deficit. This report raises doubt about our ability to continue as
a going-concern. Reports of independent auditors questioning a company's
ability to continue as a going-concern are generally viewed unfavorably by
analysts and investors.
RISKS RELATED TO THIS OFFERING
SHARES OF OUR COMMON STOCK ELIGIBLE OR TO BECOME ELIGIBLE FOR PUBLIC
SALE COULD ADVERSELY AFFECT OUR STOCK PRICE AND MAKE IT DIFFICULT FOR
US TO RAISE ADDITIONAL CAPITAL THROUGH SALES OF EQUITY SECURITIES.
As of February 5, 2003, we had outstanding approximately
11,814,164 shares of common stock, of which all but approximately
1,500,000 shares, which number includes the shares offered under this
prospectus, were unrestricted under the Securities Act of 1933.
Sales of a substantial number of shares of our common stock in the public
market, or the perception that sales could occur, could adversely affect
the market price of our common stock. Any adverse effect on the market
price of our common stock could make it difficult for us to raise
additional capital through sales of equity securities at a time and at a
price that we deem appropriate.
BECAUSE WE ARE SUBJECT TO THE "PENNY STOCK" RULES, THE LEVEL OF TRADING
ACTIVITY IN OUR STOCK MAY BE REDUCED.
Broker-dealer practices in connection with transactions in "penny
stocks" are regulated by penny stock rules adopted by the Securities and
Exchange Commission. Penny stocks, like shares of our common stock,
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on
Nasdaq). The 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 nature and level of 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, if the broker-dealer is
the sole market maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market, and monthly account
statements showing the market value of each penny stock held in the
customer's account. In addition, broker-dealers who sell these securities
to persons other than established customers and "accredited investors" must
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. Consequently, these requirements may have the effect of
reducing the level of trading activity, if any, in the secondary market for
a security subject to the penny stock rules, and investors in our common
stock may find it difficult to sell their shares.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements, including
among others:
o our product development activities;
o our business strategy for establishing a presence in the AMR
market;
o anticipated trends in our financial condition and results of
operations;
o the impact of the continuing threat of terrorism and the
responses to such threat by military, government,
business and the public; and
o our ability to distinguish ourselves from our current and
future competitors.
You can identify forward-looking statements generally by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"intends," "plans," "should," "could," "seeks," "pro forma," "anticipates,"
"estimates," "continues," or other variations thereof, including their use
in the negative, or by discussions of strategies, opportunities, plans or
intentions. You may find these forward-looking statements under the
captions "Risk Factors," "Use of Proceeds," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and "Business,"
as well as captions elsewhere in this prospectus. A number of factors could
cause results to differ materially from those anticipated by forward-
looking statements, including those discussed under "Risk Factors" and
"Business."
These forward-looking statements necessarily depend upon
assumptions and estimates that may prove to be incorrect. Although we
believe that the assumptions and estimates reflected in the forward-looking
statements are reasonable, we cannot guarantee that we will achieve our
plans, intentions or expectations. The forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause
actual results to differ in significant ways from any future results
expressed or implied by the forward-looking statements.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
of common stock offered by the selling security holder.
SELLING SECURITY HOLDER
The following table sets forth information as of February 5, 2003
with respect to the beneficial ownership of our common stock both before
and immediately following the offering by the selling security holder. The
following calculations of the percent of outstanding shares are based on
12,107,140 shares of our common stock outstanding as of the date of the
table. Beneficial ownership includes shares issuable upon exercise of
warrants and options that are exercisable within sixty days of the date of
the table. Beneficial ownership and, accordingly, percent of class
ownership, are calculated according to Securities and Exchange Commission
Rule 13d-3.
The shares of common stock being offered under this prospectus may
be offered for sale from time to time during the period the registration
statement of which this prospectus is a part remains effective, by or for
the account of the selling security holder. All of the shares being offered
under this prospectus were issued in a private placement transaction under
the terms of various Consulting Agreements by and between us and the
selling security holders.
We will not receive any of the proceeds from the sale of the
shares of common stock offered by the selling security holders.
<Table>
Shares of Class Shares of
Beneficially Class Being Shares of Class
Name and Address of Title of Owned Prior offered Under Beneficially Owned
of Beneficial Owner Class Prior to this Offering this Prospectus After this Offering(1)
__________________________ ________ _________________________ ________________ __________________________
Number Percent Number Percent
------ ------- ------ -------
Anshuman Dube
555 South Flower Street
Suite 4500
Los Angeles, CA 90071...........Common 1,162,285 9.60% 1,162,285 -- --
Kurt Benjamin
555 South Flower Street
Suite 4500
Los Angeles, CA 90071...........Common 581,143 4.80% 581,143 -- --
Tisno Onggara
555 South Flower Street
Suite 4500
Los Angeles, CA 90071...........Common 581,143 4.80% 581,143 -- --
David Firestone
555 South Flower Street
Suite 4500
Los Angeles, CA 90071...........Common 581,143 4.80% 581,143 -- --
Karen White
555 South Flower Street
Suite 4500
Los Angeles, CA 90071...........Common 1,937,142 15.99% 1,937,142 -- --
Franco Scalamandre
Taurus Global, LLC
44 West 62nd Street
Suite 7B
New York, New York 10023........Common 1,210,714 10.00% 1,210,714 -- --
Michael Rosenberg
Taurus Global, LLC
44 West 62nd Street
Suite 7B
New York, New York 10023........Common 1,210,714 10.00% 1,210,714 -- --
- ---------------
(1) Assumes all shares of class being offered are sold.
</table>
PLAN OF DISTRIBUTION
The selling security holder and any of his donees, pledgees, assignees
and other successors-in-interest may, from time to time, sell any or all of
his shares of our common stock being offered under this prospectus on any
stock exchange, market or trading facility on which the shares are traded or in
private transactions. These sales, which may include block transactions, may be
at fixed or negotiated prices. The selling security holder may use any one or
more of the following methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell
the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resales by the
broker-dealer for its own account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o short sales, which are contracts for the sale of shares of
stock that the seller does not own, or certificates for which
are not within his control, so as to be available for delivery
at the time when, under applicable rules, delivery must be
made;
o transactions to cover short sales;
o broker-dealers may agree with the selling security holder to
sell a specified number of shares at a stipulated price per
share;
o a combination of any of these methods of sale; or
o any other method permitted by applicable law
The sale price to the public may be:
o the market price prevailing at the time of sale;
o a price related to the prevailing market price;
o at negotiated prices; or
o such other price as the selling security holder determines
from time to time.
The shares may also be sold under Rule 144 under the Securities
Act of 1933, as amended, if available, rather than under this prospectus.
The selling security holder shall have the sole and absolute discretion not
to accept any purchase offer or make any sale of shares if he deems the
purchase price to be unsatisfactory at any particular time.
Broker-dealers engaged by the selling security holder may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling security holder (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. The selling security holder has not indicated to
us that he expects these commissions and discounts to exceed what is customary
in the types of transactions involved.
The selling security holder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales. In that event, any
commissions received by these broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
The selling security holder, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. To our knowledge,
the selling security holder has not entered into any agreement with a
prospective underwriter, and there is no assurance as to whether any such
agreement will be entered into. If the selling security holder enters into such
an agreement or agreements, the relevant details will be set forth in a
supplement or revisions to this prospectus.
The selling security holder and any other persons participating in the
sale or distribution of the shares offered under this prospectus will be subject
to applicable provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations under that act, including, without
limitation, Regulation M. These provisions may restrict certain activities
of, and limit the timing of purchases and sales of any of the shares by,
the selling security holder or any other such person. Furthermore, under
Regulation M, persons engaged in a distribution of securities are
prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time
prior to the commencement of such distributions, subject to specified
exceptions or exemptions. All of these limitations may affect the
marketability of the shares.
We have agreed to pay all fees and expenses incident to the
registration of the shares.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is
Pacific Stock Transfer, Inc. Its telephone number is (702) 433-1228.
LEGAL MATTERS
The validity of the shares of common stock offered under this
prospectus will be passed upon by Arnold Y. Steinberg, P.C., Attorney and
Counselor at Law, 1420 Center Avenue, Suite 1711, Pittsburgh, PA 15219.
EXPERTS
The consolidated financial statements of MediaBus Networks, Inc.
for the fiscal years ended June 30, 2002 and 2001 incorporated by reference
into this prospectus have been audited by Hurley & Co. and Clyde Bailey,
CPA respectfully, independent certified public accountants, to the extent
and for the periods set forth in each firm's report, are incorporated in
this prospectus in reliance upon the report given upon the authority of
Hurley & Co. as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, and the rules
and regulations promulgated under the Securities Act, with respect to the
common stock offered under this prospectus. This prospectus, which
constitutes a part of the registration statement, does not contain all of
the information contained in the registration statement and the exhibits
and schedules to the registration statement. While material elements of the
contracts and documents referenced in this prospectus are contained in this
prospectus, statements contained in this prospectus as to the contents of
any contract or other document referred to are not necessarily complete,
and in each instance reference is made to the full text of the contract or
other document, which is filed as an exhibit to the registration statement.
For further information with respect to us and the common stock offered
under this prospectus, reference is made to the registration statement and
its exhibits and schedules. The registration statement, including its
exhibits and schedules, may be inspected without charge at the Public
Reference Room maintained by the Securities and Exchange Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies of such documents may be
obtained from the Securities and Exchange Commission upon the payment of
the charges prescribed by the Securities and Exchange Commission. The
public may obtain information on the operation of the Public Reference Room
by calling the Securities and Exchange Commission at 1-800-SEC-0330.
The Securities and Exchange Commission maintains an Internet web
site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Securities
and Exchange Commission. The Securities and Exchange Commission's web site
address is http://www.sec.gov.
All trademarks or trade names referred to in this prospectus are the
property of their respective owners.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference information we file with it, which means we can disclose important
information to you by referring you to documents we have filed with the
Securities and Exchange Commission. The information incorporated by reference is
considered to be a part of this prospectus. We incorporate by reference the
documents listed below and all documents we subsequently file with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the termination of the offering
covered by this prospectus:
o Our annual report on Form 10-KSB/A for the fiscal year ended
June 30, 2002 (File No. 000-3149), filed with the Securities
and Exchange Commission on February 11, 2003;
o Our quarterly report on Form 10-QSB/A for the quarter ended
September 30, 2002, filed with the Commission on February 11,
2003; and
o Our quarterly report on Form 10-QSB for the quarter ended
December 30, 2002, filed with the Commission on February 11,
2003.
Any statement in a document incorporated or deemed to be incorporated
by reference in this prospectus is deemed to be modified or superseded to the
extent that a statement contained in this prospectus, or in any other document
we subsequently file with the Securities and Exchange Commission, modifies or
supersedes that statement. If any statement is modified or superseded, it does
not constitute a part of this prospectus, except as modified or superseded.
We will provide to each person, including any beneficial owner, to whom
a prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference in this prospectus but not delivered with this
prospectus. You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
MediaBus Networks, Inc.
2900 Delk Road
Suite 700
PMB 113
Marietta, GA 30067
ATTENTION: CORPORATE ADMINISTRATOR
TELEPHONE: (770) 977-0944
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
----------------------------------------
We incorporate the following documents by reference in this
registration statement:
o Our annual report on Form 10-KSB/A for the fiscal year ended
June 30, 2002 (File No. 000-3149), filed with the Securities
and Exchange Commission on February 11, 2003;
o Our quarterly report on Form 10-QSB/A for the quarter ended
September 30, 2002, filed with the Commission on February 11,
2003; and
o Our quarterly report on Form 10-QSB for the quarter ended
December 30, 2002, filed with the Commission on February 11,
2003.
All reports and other documents we subsequently filed after the date of
this registration statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered under this registration statement have been sold, or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this registration statement and shall be a part
of this registration statement from the date of filing such documents.
For purposes of this registration statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. Description of Securities.
--------------------------
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable.
ITEM 6. Indemnification of Directors and Officers.
------------------------------------------
Article VIII of our Bylaws provides, among other things, that our
officers or directors shall not be personally liable to us or our
shareholders for monetary damages for breach of fiduciary duty as an
officer or director, except for liability
o for any breach of such director's duty of loyalty to us or our security
holders;
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o for unlawful payments of dividends or unlawful stock purchase or
redemption by the corporation; or
o for any transaction from which such officer or director derived any
improper personal benefit.
Accordingly, our officers or directors may have no liability to our
shareholders for any mistakes or errors of judgment or for any act or
omission, unless such act or omission involves intentional misconduct,
fraud, or a knowing violation of law or results in unlawful distributions
to our shareholders.
ITEM 7 . Exemption from Registration Claimed.
------------------------------------
Exemption from the registration provisions of the Securities Act of
1933 for the issuance of the shares being offered pursuant to the reoffer
prospectus contained in this registration statement is claimed under
Section 4(2) of the Securities Act of 1933, among others, on the basis that
such transaction did not involve any public offering and the purchaser was
sophisticated with access to the kind of information registration would
provide.
ITEM 8. Exhibits.
---------
4.1 Consulting Agreement dated as of January 6, 2003 by and
between MediaBus Networks, Inc. and Mercator Group.
4.2 Consulting Agreement dated as of January 6, 2003 by and
between MediaBus Networks, Inc. and Taurus Global.
5.1 Opinion of Arnold Y. Steinberg, P.C.
23.1 Consent of Hurley & Co.
23.2 Consent of Arnold Y. Steinberg, P.C. (incorporated in
Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereof)
of this registration statement)
ITEM 9. Undertakings.
-------------
MediaBus Networks, Inc. hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
(unless the information required by paragraphs (i) and (ii) below is
contained in periodic reports filed with or furnished by MediaBus Networks,
Inc. to the Securities and Exchange Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this registration statement):
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
which, individually or together, represent a fundamental change
in the information in the registration statement; and
notwithstanding the foregoing, 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 prospectus 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
(iii) To include any additional or changed material
information on the plan of distribution.
(2) For determining under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial
bona fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
SIGNATURES
Pursuant to 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 S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Fulton, State of Georgia,
on February 11, 2003.
MediaBus Networks, Inc.,
a Florida corporation
By: /S/ KENNETH O. LIPSCOMB
-----------------------------------------
Kenneth O. Lipscomb, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth O. Lipscomb his attorney-in-
fact and agent, with the power of substitution and resubstitution, for him
and in his name, place or stead, in any and all capacities, to sign any
amendment to this Registration Statement on Form S-8, and to file such
amendments, together with exhibits and other documents in connection
therewith, with the Securities and Exchange Commission, granting to the
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as he might or could do in person, and ratifying and
confirming all that the attorney-in-fact and agent, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, including a
majority of the board of directors, in the capacities and on the date indicated.
Signature Title Date
/S/ KENNTH O.LIPSCOMB
Kenneth Lipscomb CEO and Chairman February 11, 2003
<page>II-5
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Consulting Agreement dated as of January 6, 2003 by and
between MediaBus Networks, Inc. and Mercator Group.
4.2 Consulting Agreement dated as of January 6, 2003 by and
between MediaBus Networks, Inc. and Taurus Global.
5.1 Opinion of Arnold Y. Steinberg, P.C.
23.1 Consent of Hurley & Co.