<pre>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 14, 2002
B Y & C MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Florida 000-31489 65-0832987
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6560 West Rodgers Circle
Suite 14
Boca Raton, FL 33487
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 977-0944
Form 8-K: Dated: January 11, 2002
B Y & C MANAGEMENT, INC.
Commission File # 000-31489
Item 1 - Change In Control of Registrant
On January 7, 2002 Kenneth O. Lipscomb acquired the controlling interest in B Y
& C Management, Inc. Mr. Lipscomb paid $300,000 in cash for 6,800,000 shares of
the common stock and he owns approximately 92% of the outstanding shares of
common stock. Mr. Lipscomb purchased his stock from three former members of the
Board of Directors of the Company as follows:
4,000,000 shares from Robert A. Younker;
2,000,000 shares from Carol Jean Gehlke; and
800,000 shares from Calvin K. Mees.
All three of these board members resigned on January 8, 2002.
(See Item 6 below).
Common Stock
Total Beneficial Percentage of
Beneficial Owner Ownership (*) Common Stock
--------------------- ---------------- -------------
Security Ownership of Management
Kenneth O. Lipscomb 6,800,000 92.6%
Director & President0
Total Directors and Officers
as a whole 6,800,000 92.6%
* Under the rules of the SEC, a person is deemed to be the beneficial owner of a security if such person has or
shares the power to vote or direct the voting of such security or the power to dispose or direct the
disposition of such security. A person is also deemed to be a beneficial owner of any securities if that
person has the right to acquire beneficial ownership within 60 days of the date hereof. Unless otherwise
indicated by footnote, the named entities or individuals have sole voting and investment power with respect
to the shares of common stock beneficially owned.
</table>
Item 2 - Acquisition of Asset
On January 8, 2002, B Y & C Management, Inc. dba MediaBus Networks acquired the
assets of iDVDBox through an Asset Purchase Agreement. The Asset Purchase
Agreement is attached hereto as Exhibit 99.4, The Company acquired the
following assets including the name iDVDBox:
(a) all rights of ownership in and to the iDVDBox Intellectual Property on a
worldwide basis, including, but not limited to, all license rights in the
Inprimis and other technology therein, and all source or object code relating
thereto;
(b) all of the other intangible rights and property of Seller relating to
iDVDBox or to the utilization of iDVDBox Intellectual Property, including, but
not limited to, going concern value, goodwill, telephone, telecopy and e-mail
addresses, websites, domain names, and listings;
(c) all data and records relating to iDVDBox, including, but not limited to,
end-user and customer lists and records, all raw data, all data on client use
and experience with iDVDBox, research and development reports and records,
production reports and records, service and warranty records, equipment logs,
operating guides and manuals, financial and accounting records, creative
materials, advertising materials, promotional materials, reports,
correspondence and other similar documents and records, and copies of all
personnel records of Key Personnel;
(d) all Tangible Personal Property, including, but not limited to, the
equipment listed in Exhibit 99 hereto;
(e) all Governmental Authorizations relating to iDVDBox and all pending
applications therefore or renewals thereof, in each case to the extent
transferable to Buyer; and
(f) all insurance benefits, including rights and proceeds, arising from or
relating to the Assets.
The Company agreed to issue the shareholders of iDVDBox an aggregate amount of
478,260 shares as in exchange and consideration for the assets listed.
Further, the Company has hired three key personnel of iDVDBox to continue the
business of iDVDBox; Steve Cavayero, the former President and founder of
iDVDBox, Richard Cavayero former Head of Operations for iDVDBox and Jerry Siah
the former Head of Engineering for iDVDBox. The Employment Agreements of each
is attached hereto as Exhibit 10.1, 10.2 and 10.3 respectively.
Steve Cavayero will serve as the Executive Vice President; Richard Cavayero as
Vice President of Operations; and Jerry Siah as Vice President of Engineering,
all in the new Consumer Appliance Division.
As part of the Asset Purchase Agreement, the Company agreed to issue an
additional 478,262 shares to Steve Cavayero in exchange for and in full
satisfaction of a $750,000 note payable to Steve Cavayero from iDVDBox.
Financial Statements pertaining to the asset acquisition from iDVDBox shall be
filed within the next sixty (60) days.
Item 5 - Other Events
The Company is changing its name from B Y & C Management, Inc. to MediaBus
Networks, Inc. The effective date of said name change is January 16, 2002.
The Company's Board of Directors has approved an 8.25 to 1 share split given as
a dividend to all shareholders of record on January 8, 2002. The share dividend
is scheduled to be effective on January 18, 2002.
Item 6 - Changes in Registrant's Board of Directors
On January 8, 2002, B Y & C Management, Inc. accepted the resignations of the
current three (3) members of its Board of Directors; Carol Jean Gehlke, Calvin
K. Mees, and Robert A. Younker. Their resignation letters are attached hereto
as Exhibits 17.1, 17.2 and 17.3.
Kenneth O. Lipscomb, the majority and controlling shareholder was appointed as
the new interim member of Board of Directors to serve on the Company's Board of
Directors until the next annual meeting of the shareholders. Mr. Lipscomb is
also President of the Company.
Dated: January 11, 2002 /s/ Kenneth O. Lipscomb
KENNETH O. LIPSCOMB, President