<pre>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
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 7, 2002
MEDIABUS NETWORKS, 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 Rogers 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/A: Dated: February 25, 2002
MEDIABUS NETWORKS, INC.
Commission File # 000-31489
Item 2 - Acquisition of Asset
MediaBus Networks, Inc
(A Development Stage Enterprise)
Statement of Operations
(Unaudited)
For the Months Ended
January 31, 2002
Revenues:
Revenues -
Total Revenues -
Expenses:
Consulting Services 6,000
Depreciation
Professional Fees 5,000
Operating Expenses 277,455
Total Expenses 288,455
Net Loss from Operations (288,455)
Other Income and Expenses:
Other Commission Income
Loss on Sale of Auto
Gain on Sale of Investments
Net Loss before Taxes (288,455)
Provision for Income Taxes:
Income Tax Benefit
Net Loss (288,455)
Basic and Diluted Earnings Per Common Share (0.032)
Weighted Average number of Common Shares
used in per share calculations 8,886,623
January 31, 2002
Closing Balance
MediaBus Networks, Inc
(A Development Stage Enterprise)
Balance Sheet
As of January 31, 2002
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $180,973
Trade Receivable -
Inventories 68,000
Income tax receivables -
Other -
Total current assets 248,973
Investments -
Goodwill 2,343,576
Long-term receivables -
Propoerty and equipment, net 37,776
Other assets -
Total assets $2,630,325
LIABILITIES
Current liabilities:
Accounts Payable $23,749
Accrued Liabilities 92,972
Advances from officers -
Other current liabilities 750,250
Total current liabilities 866,971
STOCKHOLDERS' EQUITY
Shareholders Equity
Preferred Stock $ -
Common Stock 8,885
APIC 2,425,725
Accumulated deficit (671,256)
Total Shareholders Equity 1,763,354
Total Liab. & Shareholders Equity $2,630,325
MediaBus Networks, Inc
(A Development Stage Enterprise)
Statement of Stockholders' Equity
As of January 31, 2002
(Unaudited)
<table>
$0.001 Paid-In Accumulated Stockholders'
Shares Par Vaule Capital Deficit Equity
<c> <c> <c> <c> <c>
Balance, April 28, 1998 -
Stock Issuance 6,950,000 6,950 6,950
Net Income (Loss) - - - 57,379 57,379
Balance, June 30, 1998 6,950,000 6,950 57,379 64,329
Net Income (Loss) - - (43,697) (43,697) -
Balance, June 30, 1999 6,950,000 6,950 13,682 20,632
Net Income (Loss) - - - (20,381) (20,381)
Balance, June 30, 2000 6,950,000 6,950 (6,699) 251
Shares Issued for Cash 65,000 65 64,935 65,000
Shares Issued for Services 20,000 20 19,980 20,000 -
Net Income (Loss) - - - (97,427) (97,427)
Balance, June 30, 2001 7,035,000 7,035 84,915 (104,126) (12,176)
Stock Cancelled, 8/14/01 (5,200,000) (5,200) 5,200
Forward Split, 4 to 1 5,505,000 5,505 (5,505)
Net Income (Loss) - - - (11,883) (11,883)
Balance, September 30, 2001 7,340,000 7,340 84,610 (116,009) (24,059)
Net Income (Loss) - - - (26,818) (26,818)
Balance, December 31, 2001 7,340,000 7,340 84,610 (142,827) (50,877)
Forward Split, 8.25 to 1 60,555,000 60,555
Stock Cancelled, 1/25/02 (54,844,950) (54,845)
Post-split total 5,710,050 5,710 -
Shares Issued for
Purchase of IDVDbox 478,260 478 750,000
Shares to Stephen
Cavayero Debt 478,260 478 750,000
Shares Issued for Cash 242,857 243 850,000
Shares to Stephen
Cavayero Employment 188,305 188
Shares to MediaBus
Management 1,788,891 1,788 -
Net Income (Loss) - - -
Balance, January 31, 2002 8,886,623 8,885 2,434,610
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NOTES TO FINANCIAL STATEMENTS
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January 31, 2002
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(Unaudited)
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NOTE 1 - DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES
MediaBus Networks, Inc., formerly B Y & C Management, Inc., (the "Company")
was incorporated on April 28, 1998 in the state of Florida. The Company was
an Internet based association of property management professionals and
licensed real estate brokers and agents that intended to provide continuing
education classes, to promote the adoption of national standardized
policies and procedures, and to develop certification programs for its
membership community. The Company has been in the development stage since
its inception. The Company plans to move into technologies and services
that allow for the distribution and virtual access of audio, video and
interactive content to consumer and business environments.
The Company has incurred an operating loss from inception through January
31, 2001 and has an accumulated deficit of $671,354 Management expects that
the Company will be out of the development stage in 2002.
The Company was originally incorporated on April 29, 1998 under the name
BY & C Management, Inc. The name was recently changed to MediaBus Networks,
Inc. on January 18, 2002. The Articles of Incorporation were amended on
June 27, 2000 when the authorized shares were amended to allow 100,000,000
shares @ $0.001 par value common stock and authorized 50,000,000 shares of
Preferred Stock at $0.001 part value.
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.
On January 8, 2002, we acquired the assets of iDVDBox through an Asset
Purchase agreement. The Company acquired all rights of ownership to the
iDVDBox intellectual Property on a worldwide basis.
NOTE 2 - BASIS OF PRESENTATION
The unaudited financial statements included herein have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item
301(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the six months ended December 31, 2001 and 2000 and cumulative since
inception (April 28, 1998 through December 31, 2001) are not necessarily
indicative of the results that may be expected for the fiscal year ended
June 30, 2002. For further information, the statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's 10-KSB 2001.
Shares of common stock issued by the Company for other than cash have been
assigned amount equivalent to the fair value of the service or assets
received in exchange.
Start-up and organization costs are recorded in accordance with the
provisions of Statement of Position 98-5, "Reporting Costs of Start-up
Activities" ("SOP 98-5"). SOP 98-5 requires that the costs of start-up
activities, including organization costs, be expensed as incurred.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company, from time to time, may be subject to legal proceedings and
claims that arise in the ordinary course of its business. Currently, the
Company is not subject to any legal proceedings or other claims.
NOTE 4 - SHAREHOLDERS' EQUITY (DEFICIT)
In January 2002 the Company issued:
(1) 478,260 shares of common stock for the purchase of the iDVDBox asset
purchase for $750,000.
(2) 478,260 shares of common stock for the full satisfaction and payment
of a Promissory Note in the amount of $750,000 plus interest to Stephen B.
Cavayero, a Vice-President and Director of the Company.
(3) 242,857 shares of common stock for the cash in amount of $850,000.
(4) 188,305 shares of common stock to Stephen Cavayero pursuant to an
employment agreement.
(5) 1,788,891 shares of common stock to MediaBus Networks, Inc. owners in
conjunction with their management roles for the Company.
Dated: February 25, 2002 /s/ Kenneth O. Lipscomb
KENNETH O. LIPSCOMB, President