MDBU from .02 a month ago, and it hit 1.41 yesterday.Got killed today.Read the filing lol.Zero revenues, a lotsa 0s.
MDBU -- MediaBus Networks, Inc.
Com ($0.001)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934. For the quarterly period ended December 31, 2002
[ ] Transition report under section 13 or 15(d) of the Securities Exchange Act
of 1934 [no fee required]
Commission File Number 000-3149
MEDIABUS NETWORKS,INC.
(Exact name of registrant as specified in its charter)
Florida 65-0832987
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
2900 Delk Road
Suite 700
PMB 113
Marietta, GA 30067
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 977-0944
Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(b) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and
(2)has been subject to such filing requirements for the past 90 days.[X]Yes[ ]No
Common Stock, issued and outstanding as of February 10, 2003: 12,107,140.
PART I
Item 1. Financial Statement
MediaBus Networks, Inc.
formerly B Y & C Management, Inc.
(A Development Stage Enterprise)
Balance Sheet
December 31, June 30,
2002 2002
---------------- --------------
(Unaudited) (Audited)
ASSETS
Current assets:
Cash and cash equivalents $ 95 $ 95
Trade Receivable 212 212
Inventories 0 -
Income tax receivables 0 -
Other 3,000 3,000
-------------- --------------
Total current assets $ 3,307 $ 3,307
============== ==============
Investments
Goodwill - -
Long-term receivables - -
Furniture, fixtures & Equip. - -
Property and equipment, net - -
Other assets - -
---------------- ------------------
Total assets $ 3,307 $ 3,307
================ ==================
LIABILITIES
Current liabilities:
Accounts Payable $ 3,393 $ 3,936
Accrued Liabilities 12,743 12,743
Advances from officers 55,134 55,134
Other current liabilities 26,223 26,223
---------------- ------------------
Total current liabilities $ 42,902 $ 42,902
================ ==================
STOCKHOLDERS' EQUITY
Shareholders Equity (deficiency)
Preferred Stock
par value at $0.001, 50,000,000 shares
authorized, none issued and outstanding - -
Common Stock
par value at $0.001, 100,000,000 shares
authorized, 7,841,798 and 7,035,000 shares
issued and outstanding, respectively 238 238
Additional Paid In Capital 3,500,405 3,500,238
Accumulated deficit (3,540,238) (3,540,238)
---------------- -------------------
Total Shareholders Equity (deficit) (39,595) (39,595)
----------------- -------------------
Total Liabilities & Shareholders Equity 3,307 3,307
================== ===================
MediaBus Networks, Inc.
formerly B Y & C Management, Inc.
(A Development Stage Enterprise)
Statement of Operations
(Unaudited)
For the Threee Months Ended From Inception
December 31, to December 31,
2002 2001 2002
------------------------------ ----------------
(unaudited) (audited) (unaudited)
Revenues:
Revenues - - -
Total Revenues - - -
Expenses:
General and administrative expenses 0 38,701 3,495,306
----------- ------------- ------------
Net Loss from Operations 0 (38,701) (3,495,306)
----------- ------------- ------------
Other Income and Expenses:
Interest expense 0 - (423)
Other Commission Income - - 126,000
Loss on Sale of Auto - - (10,986)
Gain on Sale of Investments - - 2,077
Gain (Loss) on asset disposition 0 - (160,000)
------------ ------------- ------------
Total other income (expense) 0 - (43,332)
Income (loss) before income tax 0 (38,701) (3,538,638)
Income tax expense (benefit) 0 - 1,600
----------- ------------ -----------
Net Loss 0 (38,701) (3,540,238)
============ ============== =============
Basic and Diluted Earnings Per Common Share 0.00 (0.006) *
Weighted Average number of Common Shares
used in per share calculations 7,841,798 7,000,560 8,206,466
============ ============== =============
MediaBus Networks, Inc.
formerly B Y & C Management, Inc.
(A Development Stage Enterprise)
-----------------------------------------
For the Three Months Ended From Inception
December 31 to December 31
----------------------------------------- -------------------
2002 2001 2002
------------------- -------------------- -------------------
Cash Flows from Operating Activities:
-------------------------------------
Net Income (Loss) $ 0 $ (38,701) $ (3,540,238)
Changes in operating assets and
liabilities:
Depreciation - 5,362
Loss on Sale of Auto - 10,986
Gain on Sale on Investments - (2,077)
Advances from Officers 40,479 55,134
Stock issued for Services - 2,835,509
Increase in accounts payable and 21
other expenses - - 14,690
------------------- -------------------- -------------------
Net Cash Used in Operating Activities $ 0 $ 1,799 $ (620,634)
Cash Flows from Investing Activities:
-------------------------------------
Sale of Auto - - 5,100
Purchase of Auto (21,448)
Purchase of Investment (3,633)
Investments Sold - - 5,710
------------------- -------------------- -------------------
Net Cash Used in Investing Activities $ - $ - $ (14,271)
------------------- -------------------- -------------------
Cash Flows from Financing Activities:
-------------------------------------
Proceeds from short term debt - - 100,000
Repayments from short term debt - - (75,000)
Common Stock - - 610,000
------------------- -------------------- -------------------
Net Cash Provided for Financing Activities $ - $ - $ 635,000
------------------- -------------------- -------------------
Net Increase (Decrease) in Cash $ - $ 1,799
Cash Balance, Begin Period - 2,479
------------------- --------------------
Cash Balance, End Period $ - $ 4,278
=================== ====================
MediaBus Networks, Inc. (A Development Stage Company)
Statements of Stockholders' Equity (Deficiency in Assets)
From April 28, 1998 (Inception) Through December 31, 2002
Retained Total
Additional Earning Stockholders'
Common $0.0000303 Paid-In (Accumulate Equity
Shares * Par Value * Capital Deficit) (Deficiency)
------------ ---------- ---------- ----------- ------------
Inception, April 28, 1998 - $ - $ - $ - $ -
Common stock issuance for services - April, 1998 229,350,000 6,950 - - 6,950
Net income - - - 57,379 57,379
------------ ---------- --------- ----------- -------------
Balance, June 30, 1998 229,350,000 6,950 - 57,379 64,329
Net loss - - - (43,697) (43,697)
------------ ---------- --------- ----------- ------------
Balance, June 30, 1999 229,350,000 6,950 - 13,682 20,632
Net loss - - - (20,381) (20,381)
------------ ---------- --------- ----------- ------------
Balance, June 30, 2000 229,350,000 6,950 - (6,699) 251
Common stock issuance for cash - August, 2000 2,145,000 65 64,935 - 65,000
Common stock issuance for services - November, 2000 660,000 20 19,980 - 20,000
Net loss - - - (97,427) (97,427)
------------ ---------- --------- ----------- ------------
Balance, June 30, 2001 232,155,000 7,035 84,915 (104,126) (12,176)
Director shares returned to the
treasury - January, 2002 (171,600,000) (5,200) 5,200 - -
Forgiveness of debt on stockholder
advances - January, 2002 - - 55,134 - 55,134
Principal stockholder shares returned
to the treasury - January, 2002 (54,844,950) (1,662) 1,662 - -
Common stock issued for
purchase of iDVDbox, Inc. - January, 2002 478,260 15 749,985 - 750,000
Common stock issued for
Stephen Cavayero note - January, 2002 478,260 14 749,986 - 750,000
Common stock issued for cash -
January and February, 2002 342,857 11 544,989 - 545,000
Common stock issued for
Stephen Cavayero employment - January, 2002 188,305 6 295,137 - 295,143
Common stock issued to
MediaBus Networks, Inc. management as bonus
- January, 2002 1,788,891 54 2,808,505 - 2,808,559
Common stock canceled - May, 2002 (1,144,825) (35) (1,795,108) - (1,795,143)
Net loss - - - (3,436,112) (3,436,112)
------------ ---------- ----------- ------------- ------------
Balance, December 31, 2002 7,841,798 $238 $3,500,405 $(3,540,238) $(39,595)
* Restated to reflect a 4 for 1 stock split declared August 15, 2001 and a
8.25 for 1 stock split (effectuated by a dividend) declared January 18,
2002.
See accompanying notes to financial statements.
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
(Unaudited)
MediaBus Networks, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Organization
MediaBus Networks, inc., formerly B Y & C Management, Inc. ("the Company") was incorporated under the laws of the State of Florida on April 28, 1998. The Company's initial business plan was for an internet based association of property management professionals and licensed real estate brokers that intended to provide continuing education classes, to promote the adoption of national standardized policies and procedures, and to develop certification programs for its member communities. The Company has been in the development stage since its inception. The Company briefly moved into technologies and services that allow for the distribution and virtual access of audio, video and interactive content to consumers and business environments. On January 7, 2002, Kenneth O. Lipscomb acquired a temporary controlling interest in the Company by purchasing 56,100,000 shares of the Company's common stock (post-split basis) for $300,000 from three former members of the Board of Directors. 54,844,950 of these shares were returned to the treasury in accordance with a business acquisition described in Note 3. The Company's common stock currently trades on the OTC Bulletin Board under the ticker symbol MDBU.
Basis of Presentation
Management is currently evaluating various strategic opportunities to enable the Company to begin planned principal operations. The unwinding of the Asset Purchase Agreement with iDVDBox, Inc. in May 2002 (more fully described in Note 3 below) has effectively made the Company into a "shell," with approximately $3,000 in aggregate assets and a deficiency in working capital of approximately $40,000. At any time, the stockholders could elect to discontinue operations, as no recent funding sources have materialized. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of the recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
Capital Stock
The Company has a total of 400,000,000 authorized common shares with a par value of $0.0000303 per share and with 7,841,798 and 232,155,000 common shares issued and outstanding as of December 31, 2002 and June 30, 2001 respectively. These figures reflect a common stock split of 4 for 1 occurring August 15, 2002 and a 8.25 for 1 common stock split (effectuated by a dividend) occurring January 18, 2002. The Company has a total of 50,000,000 authorized shares of preferred stock with a par value of $0.001 and no shares are outstanding.
Development Stage Enterprise
The Company is a development stage enterprise, as defined in Financial Accounting Standards Board Statement No. 7. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principal operations have not commenced, and, accordingly, no revenue has been derived during the organizational period other than the initial non-operating revenue of $126,000.
--------------------------------------------------------------------------------
MediaBus Networks, Inc. (A Development Stage Company) Notes to Financial Statements
December 31, 2002
Note 1 - Summary of Significant Accounting Policies (continued)
Federal Income Tax
The Company accounts for income taxes pursuant to the provisions of Financial Accounting Standards Board Statement No. 109, "Accounting for Income Taxes", which requires an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.
The Company has federal net operating loss carryovers of approximately $3,500,000 that will expire in the years 2020 through and 2022. Due to the unlikelihood of future utilization, the Company has recorded a valuation allowance in full against the approximate $1,000,000 tax benefit of these net operating loss carryovers. The result is that no net deferred tax asset has been recorded on the financial statements at the reporting date. The Company has not filed any corporate income tax returns for the period subsequent to April 30, 2001.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure on contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
Under Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," the Company discloses estimated fair values for its financial instruments. The following summary presents a description of its methodologies and assumptions used to determine such amounts. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument; they are subjective in nature and involve uncertainties and matters of judgment and therefore, cannot be determined with precision. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular instrument. Changes in assumptions could significantly affect the estimates.
Since the fair value is estimated at December 31, 2002, the amounts that will actually be realized or paid at settlement of the instruments could be significantly different. The carrying amount of cash and cash equivalents is assumed to be the fair value because of the liquidity of these instruments. Accounts receivable, prepaid expenses, accounts payable, accrued expenses, and income taxes payable approximate fair value because of the short maturity of these instruments. The short-term note payable accrues interest at a market rate.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and on deposit and highly liquid debt instruments with original maturities of three months or less. All funds on deposit are currently with one financial institution.
--------------------------------------------------------------------------------
MediaBus Networks, Inc. (A Development Stage Company) Notes to Financial Statements
December 31, 2002
Note 1 - Summary of Significant Accounting Policies (continued)
Net Income (Loss) per Common Share
Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during each period.
Diluted net income per share is computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Diluted net loss per share is computed using the weighted- average number of common shares and excludes dilutive potential common shares outstanding, as their effect is antidilutive. Dilutive potential common shares consist of common stock warrants.
Weighted average common shares outstanding for the periods presented through June 30, 2001 have been retroactively restated to reflect common stock splits of 4 for 1 occurring on August 15, 2001 and 8.25 for 1 occurring on January 19, 2002.
Accounting for Certain Transactions Involving Stock Compensation The Company has elected to comply with the fair value based method of accounting prescribed by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," for its common stock compensation to employees. Recent Accounting Pronouncements In July 2001, the Financial Accounting Standards Board issued Statements of Financial Standards ("SFAS") No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 establishes accounting and reporting standards for business combinations and eliminates the pooling- of-interests method of accounting for those combinations completed after June 30, 2001 or initiated after July 1, 2001. SFAS No, 141 also includes new criteria to recognize intangible assets separately from goodwill. SFAS No. 142 addresses the financial accounting and reporting standards pertaining to the lives of acquired goodwill and other intangible assets. Goodwill and intangibles with indefinite lives will no longer be amortized, but will be tested at least annually for indications of impairment. Separate intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. n June 2001, the Financial Accounting Standards Board issued SFAS No. 143, Accounting for Asset Retirement Obligations," which is effective for financial statements issued for fiscal years beginning after June 15, 2002, and which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long- Lived Assets, which is effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those years, which supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" and provides guidance for estimating the recoverability of the carrying amount of these assets through a probability-weighted cash flow approach. |
