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Byce Anybody in byce. noticed they bought <A

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DDHOUND Member Level  Wednesday, 01/16/02 12:52:06 PM
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Byce Anybody in byce. noticed they bought http://www.idvdbox.com/
They plan 8.25-1 forward split x-date next Tuesday.Plan to buy post split.8-k out today.

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

(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

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