<pre>
              U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington D.C.  20549

                           FORM 10-KSB/A
(Mark One)

[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934. For the year ended June 30, 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.
       (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 of Executive Offices)    (Zip Code)

Issuer's telephone number: (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

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B Contained herein, and disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-KSB. [X]

State Issuer's revenues for it's most recent year: $0

The aggregate number of shares of the voting common stock held by non-
affiliates on February 10, 2003 was 5,084,999.  The market value of these
shares, computed by reference to the market closing price on February 7,
2003 was approximately $6,966,448.  For the purpose of the foregoing
calculation only, all directors and executive officers of the registrant
have been deemed affiliates. The number of the Company's common stock
outstanding of issuer's classes of equities as of February 10, 2002 was
12,107,140.
                            <page> 1

                        TABLE OF CONTENTS

Description of Business                                                 3

Description of Property                                                 7

Legal Proceedings                                                       7

Submission of Matters to a Vote of Security Holders                     7

Market for Common Equity and Related Stockholder Matters                7

Management's Discussion and Analysis or Plan of Operation               8

Audited Financial Statement                                   F-1 to F-10

Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure                                                   10

Directors, Executive Officers, Promoters and Control Persons           10

Executive Compensation                                                 10

Security Ownership of Certain Beneficial Owners and Management         10

Certain Relationships and Related Transactions                         10

Exhibits and Reports on Form 8-K                                       11

                            <page> 2

PART I

MediaBus Networks, Inc.
(A Development Stage Company)

Item 1.     Description of Business

General

This report on Form 10-KSB contains forward-looking statements that involve
risks and uncertainties. Our actual results may differ significantly from
the results discussed in the forward-looking statements.

Forward-Looking Information-General

This report contains a number of forward-looking statements, which reflect
our current views with respect to future events and financial performance.
These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or those anticipated. In this report, the words
"anticipates", "believes", "expects", "intends", "future", "plans",
"targets" and similar expressions identify forward-looking statements.
Readers are cautioned to not place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. We
undertake no obligation to publicly revise these forward-looking
statements, to reflect events or circumstances that may arise after the
date hereof.

Additionally, these statements are based on certain assumptions that may
prove to be erroneous and are subject to certain risks including, but not
limited to, our dependence on limited cash resources, and its dependence on
our certain key personnel. Accordingly, actual results may differ, possibly
materially, from the predictions contained herein.

A. Business Development and Summary

General

The Company was originally incorporated on April 29, 1998 under the name BY
& C Management, Inc. The name was 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 par value.

Our mission was to provide technologies and services that allow for the
distribution and virtual access of audio, video and interactive content to
consumer and business environments. Our strategy had been to identify the
cream of the crop in the media distribution space and merge them into an
entity that will allow for our visions to be realized and for revenues to
be earned.  We acquired the assets of iDVDBox, a Florida based consumer
technology and marketing company.  Additionally, simultaneous with this
acquisition we also hired in former key employees of Broad Stream
Technologies, a hotel/hospitality in-room on-demand video services group,
which afforded us an entry into the "heads on beds" space. We are currently
listed as an over-the-counter electronic bulletin board market with symbol
MDBU.

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 owned 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.

                            <page> 3

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.

The Company issued the shareholders of iDVDBox an aggregate amount of
478,260 shares as in exchange and consideration for the assets.

Further, the Company hired three key personnel of iDVDBox to continue the
business of iDVDBox; Stephen Cavayero, the former President and founder,
Richard Cavayero former Head of Operations and Jerry Siah the former Head
of Engineering.

Stephen Cavayero served 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 issued an additional
478,262 shares to Stephen Cavayero in exchange for and in full satisfaction
of a $750,000 note payable to Mr. Cavayero from iDVDBox.

On May 15, 2002 we determined it would be in the best interest of the
shareholders to unwind the asset purchase with iDVDBox and return all the
assets and assumed liabilities in exchange for the return to the Company of
all the shares used in the acquisition.

Additionally, Mr. Stephen Cavayero resigned as a member of the Board of
Directors and Vice-President effective on May 1, 2002. Jerry Siah and
Richard Cavayero also resigned their employment with the Company.

Proposed Operations

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.

Our Company is seeking, investigating and, if the results of such
investigation warrant, effect a business combination with a suitable
privately held company or other business opportunity. Our contemplated
business operations are sometimes referred to as a "blind pool" because our
stockholders will not ordinarily have an opportunity to analyze the various
business opportunities presented to us, or to approve or disapprove the
terms of any business combination transaction that may be negotiated.
Consequently, our potential success will be primarily dependent on the
efforts and abilities of our  management team, who will have virtually
unlimited discretion in searching for, negotiating and entering into a
business combination transaction.

Management anticipates that the selection of a business opportunity will be
complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of
available capital, our management  believes that there are numerous
privately held companies seeking the perceived benefits of becoming a
publicly held corporation. Such perceived benefits may include facilitating
debt financing or improving the terms on which additional equity may be
sought, providing liquidity for the principals of the business, creating a
means for providing stock incentives or similar benefits to key employees,
providing liquidity for all stockholders and other factors.

                            <page> 4

Potential business opportunities may occur in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis extremely difficult and complex. Our
management team believes we will only be able to participate in one
business venture. This lack of diversification should be considered a
substantial risk because it will not allow us to offset potential losses
from one venture against gains from another. Moreover, since we do not have
any financial, managerial or other resources, management believes we will
not be viewed as a suitable business combination partner for either
developing companies or established business that currently need
substantial additional capital.

Management believes our Company will offer owners of a suitable privately
held company the opportunity to acquire a controlling ownership interest in
a public company:

o In less time than would be required for a traditional IPO;

o For less out-of-pocket cost than would be required for a traditional IPO;
  and

o With a greater degree of certainty that the transaction will ultimately close.

Nevertheless, the owners of any target that we select will incur significant
costs and expenses, including the costs of preparing the required business
combination agreements and related documents, the costs of preparing a Current
Report on Form 8-K describing the business combination transaction and the costs
of preparing the documentation associated with future reporting under the
Exchange Act.

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.

Acquisition Opportunities

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.

In connection with our investigation of potential business opportunities,
Management will ordinarily meet personally with the management and key
personnel of potential targets. They may also visit and inspect material
facilities, check the references of management and key personnel, and take
other reasonable investigative measures. Since the financial and other
resources of our Company will be limited, management is not likely to
obtain independent analysis or verification of the information provided by
a potential target.

                            <page> 5

The terms of any business combination we may negotiate in the future will
depend on the nature of the opportunity, the needs and desires of the
target and its owners, and the relative negotiating strength of our Company
and the other parties to the proposed transaction. In negotiating the terms
of a potential business combination, management will ordinarily focus on
the percentage of the combined companies' stock that will be held by the
owners of the target upon completion of the transaction. While  management
will endeavor to maximize the total value to our current stockholders, it
is likely that the owners of the target will want to own 90% to 95% of the
outstanding stock the combined companies upon completion of the
transaction. Therefore, any business combination will likely have a
significant dilutive effect on the voting power held by our current
stockholders.

Upon completion of a business combination transaction, there can be no
assurance that the combined companies will have sufficient funds to
undertake any significant development, marketing and manufacturing
activities. Accordingly, the combined companies may be required to either
seek additional debt or equity financing or obtain funding from third
parties, in exchange for which the combined companies might be required to
issue a substantial equity position. There is no assurance that the
combined companies will be able to obtain additional financing on terms
acceptable to the combined companies.

It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants,
attorneys and others. If a decision were made not to participate in a
specific business opportunity the costs incurred in the related
investigation would not be recoverable. Furthermore, even if an agreement
is reached for the participation in a specific business opportunity, the
failure to consummate that transaction may result in the loss of the
related costs incurred.

If our Company issues securities in connection with a business combination,
we will probably do so in reliance on exemptions from registration under
applicable Federal and state securities laws. In some circumstances,
however, as our Company may agree to register such securities either at the
time the transaction or at some specified time thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that may develop may have a depressive effect on such market.

While the terms of a future transaction cannot be predicted, it is likely
that the parties to the business transaction will want to avoid a taxable event.
Therefore, the most likely transaction format would be an acquisition structured
as a tax-free reorganization under Sections 368(a)(1) or 351 of the Internal
Revenue Code of 1986, as amended (the "Code"). In order to obtain tax-free
treatment under the Code, it may be necessary for the owners of the acquired
business to own at least 80% of the voting stock of the surviving entity. In
such event, our current stockholders would retain less than 20% of the combined
companies. We intend to structure any business combination in such manner as to
minimize Federal and state tax consequences to the target.

                            <page> 6

Item 2. Description of Properties

 None.

Item 3. Legal Proceedings

There are no legal proceedings filed, or to the Company's knowledge,
threatened against the Company that the Company believes would have,
individually or in the aggregate, a material adverse effect upon its
financial condition or results of operations.

Item 4. Submission of matters to a vote of Security Holders

No matters were submitted to a vote of the stockholders during the fourth
quarter of the fiscal year ended June 30, 2002.

As soon as practicable after the date of this Form 10-KSB, we intend to call
a meeting of the stockholders to consider and vote upon a plan to ratify
the actions taken to date.

PART II

Item 5. Market for Company's Common Equity and Related Stockholder Matters

At the date of this annual report, our outstanding equity securities is
7,841,798 shares of Common Stock that are owned by approximately 25 record
holders and no Preferred Stock has been issued and outstanding;

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 par value.

The Company's holders of Common Stock are each entitled to cast one
vote for each Share held of record on all matters presented to shareholders.
Cumulative voting is not allowed; hence, the holders of a majority of the
outstanding Common Stock can elect all directors.

Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore
and, in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities.  The Board of Directors in not
obligated to declare a dividend and it is not anticipated that dividends will
be paid until the Company is in profit.

Holders of Shares of Common Stock will have full rights to vote on all matters
brought before shareholders for their approval. The holders of Common Stock
will have no conversion, preemptive or other subscription rights.

Price Range Of Common Stock

Our Common Stock is listed on the electronic bulletin board under the
symbol "MDBU".  The following table sets forth the range of high and low
sales prices for the Common Stock as reported by the electronic bulletin
board for year 2002:

            Year    Quarter            High    Low
            2002
                    First Quarter      5.00    0.16
                    Second Quarter     2.10    0.03
                    Third Quarter      0.06    0.02
                    Fourth Quarter     0.04    0.02
                            <page> 7

Stock Subscriptions

In the first quarter of fiscal year 2002 the Company authorized a 4 to 1
forward split of the stock.

In August 2002 the Company canceled 5,200,000 shares of common stock.

In the second quarter of the fiscal year 2002 the Company authorized a 8.25
to 1 forward spilt.

In January 2002 54,844,950 shares of our common stock was returned to the
treasury by Mr. Lipscomb, the Company's President.

In January 2002 the Company issued the following stock:

(1) 478,510 shares of common stock for the purchase of the iDVDBox asset
purchase.

(2) 1,788,891 shares of common stock to MediaBus Networks, Inc. owners in
conjunction with their management roles with the Company.

(3) 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.

(4) 188,305 shares of common stock to Stephen Cavayero pursuant to an
employment agreement;

(5) 242,857 shares of common stock for the cash in amount of $450,000.

(6) An option to purchase 562,165 shares of common stock for $3.50 per
share.

In February 2002 the Company issued 100,000 shares of common stock for the
cash in amount of $100,000.

In May of 2002 1,145,075 shares of our common stock was returned to the
treasury pursuant to an unwind agreement of the asset purchase with
iDVDBox and three employment agreements.

The Company believes the shares issued in these transactions did not involve a
public offering and were made in reliance upon an exemption from registration
provided by Regulation D and Section 4(2) of the Securities Act of 1933, as
amended.

                            <page> 8

Item 7. Management Discussion and Analysis and Plan of Operations

This Form 10-KSB does not include audited, but rather unaudited financial
information for the fiscal year ended June 30, 2002. Within 30 days from
the date of this Form 10-KSB, we intend to file an amended 10-KSB with
an audited financial statement.

We had hoped to continue to pursue the hotel market for interactive media
distribution, but we were not been able to acquire the necessary funding
for the project. As such we laid off all employees of the Company and have
scaled operations down to a minimum. We are now searching for a merger
candidate and/or significant acquisition.

In our opinion, we do not have available funds to satisfy our working
capital requirements. We need to raise additional capital immediately to
conduct our operations. Such additional capital may be raised through
public or private financing as well as borrowings and other sources. We
cannot guaranty that additional funding will be available on favorable
terms, if at all. If adequate funds are not available, we may have to
contemplated a plan of reorganization and/or liquidation in the event that
we do not acquire financing.

We are not currently conducting any research and development activities,
other than the search for a merger candidate. We do not anticipate
conducting any other such activities in the next three months.

We do not anticipate that we will hire any employees in the next three to
six months, unless we acquire financing. We believe our future success
depends in large part upon the success in finding a qualified merger
candidate.

Plan of Operations

We have not engaged in any material operations or had any revenues from
operations since June 28, 2002. Our plan of operation for the next twelve
months will be entirely contingent on the acquisition of assets, property
or business that may benefit our Company and its stockholders. Because we
have no substantial financial resources, management believes we will be
required to issue equity securities as the sole consideration for such an
acquisition.

During the next twelve months, our operating expenses will consist of the
legal, accounting and administrative expenses associated with preparing and
distributing reports to stockholders and investigating potential business
opportunities. Accordingly, management believes that our current cash
resources will probably be adequate for our Company's anticipated needs. In
the event that additional funding is required to review or investigate any
potential merger or acquisition candidate, we may attempt to raise the
required capital through a private placement to accredited investors. Since
we have not identified any potential targets as of the date of this Form
10-KSB, it is impossible to predict whether additional capital may be
required during the next 12 months.

Except for the additional shares that may be issued to our legal counsel
and certain consultants, our management team has no plans to offer or sell
any securities for cash. However, we may decide to engage in such
activities in the future. In such an event, we will probably sell
securities for cash in a private placement transaction because Rule 419
severely restricts the ability of blank check companies to offer registered
securities for cash and use the proceeds of such an offering in their
business. Since we are not conducting a registered offering of securities
at the present time and do not intend to conduct such an offering in the
foreseeable future, our management team does not believe that Rule 419 will
be applicable to our proposed activities.

                            <page> 9

Item 7.   Financial Statement

Financial Statement Index
June 30, 2002
                                                                        Page No.

Independent Auditors' Report                                               1

Balance Sheet - June 30, 2002                                              2

Statements of Operations - Years Ended June 30, 2002 and 2001, and the
   Cumulative Period from April 28, 1998 (Inception) through
   June 30, 2002                                                           3

Statements of Stockholders' Equity (Deficiency in Assets)
   - Cumulative Period from April 28, 1998 (Inception)
   through June 30, 2002                                                   4

Statements of Cash Flows - Years Ended June 30, 2002 and 2001,
   and the Cumulative Period from April 28, 1998 (Inception of
   Development Stage) to June 30, 2002                                    5

Notes to Financial Statements                                           6-10

INDEPENDENT AUDITORS' REPORT

Board of Directors
MediaBus Networks, Inc.
Marietta, Georgia

We have audited the accompanying balance sheet of MediaBus Networks, Inc.
(a development stage company) (the "Company") as of June 30, 2002, and the
related statements of operations, stockholders' equity (deficiency in
assets), and cash flows for each of the two years in the period ended June
30, 2002, and for the cumulative period from April 28, 1998 (inception of
development stage) to June 30, 2002.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.  The
financial statements of MediaBus Networks, Inc. (formerly B Y & C
Management, Inc.) as of June 30, 2001, were audited by another auditor,
whose report dated September 24, 2001, expressed an unqualified opinion on
those statements.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MediaBus Networks, Inc.
as of June 30, 2002, and the results of its operations and its cash flows
for each of the two years ended June 30, 2002, and for the cumulative
period from April 28, 1998 (inception of development stage) to June 30,
2002, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from
operations, has a deficiency in working capital and has insignificant
assets.  These matters raise substantial doubt about its ability to
continue as a going concern.  Management's plans concerning these matters
are also described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


Granada Hills, California
January 14, 2003

<page>F-1
<table>
MediaBus Networks, Inc.
(A Development Stage Company)
Balance Sheet
                                                                 June 30,
                                                                   2002
                                                             ------------------
<c>                                                          <c>
ASSETS

Current assets:
  Cash and cash equivalents                                   $             95
  Accounts receivable                                                      212
  Prepaid expenses                                                       3,000
                                                              ----------------
Total current assets                                          $          3,307
                                                              ================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY IN ASSETS

Current liabilities:
  Accounts payable                                            $          3,936
  Accrued expenses                                                         423
  Due to employees                                                      12,743
  Income taxes payable                                                     800
  Short-term note payable                                               25,000
  Advances from officers                                                   -
                                                              ----------------
Total current liabilities                                               42,902
                                                              ----------------
Commitments and contingencies                                              -

Stockholders' deficiency in assets:
  Preferred stock; par value at $0.001 per share,
   50,000,000 shares authorized,
   none issued and outstanding                                             -
 Common stock; par value at $0.0000303 per share,
    400,000,000 shares authorized,
    7,841,798 and 232,155,000 shares
    issued and outstanding, respectively                                 238
 Additional paid-in capital                                        3,500,405
 Deficit accumulated during the development stage                 (3,540,238)
                                                              ---------------
Total stockholders' deficiency in assets                             (39,595)
                                                              ---------------
                                                              $        3,307
                                                              ===============

See accompanying independent auditors' report and notes to financial statements, which are an
  integral part of these financial statements.

</table>
<page>F-2

MediaBus Networks, Inc.
(A Development Stage Company)
Statements of Operations
<table>
                                                                                             From
                                                                                           28-Apr-98
                                                              For the years ended         (Inception
                                                                     June 30,            of Development
                                                                                            Stage) to
                                                          2002                  2001        30-Jun-03
                                                      -------------      -------------     -----------
                                                      <C>                <C>               <C>
Revenues, net                                        $            -      $           -     $         -
                                                     --------------      -------------     -----------
General and administrative expenses                       3,274,089              97,427      3,495,306
                                                     --------------      --------------    -----------
Loss from operations                                     (3,274,089)            (97,427)    (3,495,306)
                                                     --------------      --------------    ------------
Other income (expense):
Interest expense                                               (423)                  -           (423)
Loss on net asset disposition                              (160,000)                  -       (160,000)
Other commission income                                           -                   -        126,000
Loss on sale of auto                                              -                   -        (10,986)
Gain on sale of investments                                       -                   -          2,077
                                                     --------------      --------------    ------------
Total other income (expense)                               (160,423)                  -        (43,332)
                                                     --------------      --------------    ------------
Loss before income tax provision                         (3,434,512)            (97,427)    (3,538,638)
Income tax provision                                          1,600                   -          1,600
                                                     --------------      ---------------   ------------
Net loss                                                $(3,436,112)           $(97,427)   $(3,540,238)
                                                     ==============      ===============   ============
Net loss per share
 - basic and diluted                                         $(0.06)             $(0.00)         *
                                                     ===============     ===============
Number of weighted average shares outstanding
 - basic and diluted                                     56,089,207         231,701,025          *
                                                     ===============     ===============

* 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.  Prior to the restatement, the net loss
   per share (basic and diluted) for the year ended June 30, 2001 was $(0.01).

See accompanying independent auditors' report and notes to financial statements, which are an
  integral part of these financial statements.

<page>F-3

MediaBus Networks, Inc.
(A Development Stage Company)
Statements of Cash Flows
                                                                                             From
                                                                                           28-Apr-98
                                                              For the years ended         (Inception
                                                                     June 30,            of Development
                                                                                            Stage) to
                                                          2002                  2001        30-Jun-03
                                                      -------------      -------------     -----------
Cash flows from operating activities:
Net loss                                                $(3,436,112)         $(97,427)     $(3,540,238)
Adjustments to reconcile net loss to
  net cash used for operating activities:
  Depreciation and amortization                                  -               -               5,362
  Common stock issued for services                        2,808,559            20,000        2,835,509
  Loss on sale of auto                                           -               -              10,986
  Gain on sale of investments                                    -               -              (2,077)
Changes in operating assets and liabilities:
  Increase in accounts receivable                              (212)             -               (212)
  Increase in prepaid expenses                               (3,000)             -             (3,000)
  Increase in income taxes payable                              800              -                800
  Advances from officers                                     40,479             14,655         55,134
  Due to employees                                           12,743              -             12,743
  Increase in accounts payable and accrued interest           4,359              -              4,359
                                                        ------------         -----------  ------------
Net cash used for
  operating activities                                     (572,384)           (62,772)      (620,634
Cash flows provided by (used for) investing activities: -----------          -----------  ------------
Sale of auto                                                      -              -              5,100
Purchase of auto                                                  -              -            (21,448)
Purchase of investments                                           -              -             (3,633)
Investments sold                                                  -              -              5,710
                                                       -------------         ----------- -------------
Net cash used for
  investing activities                                            -              -            (14,271)
                                                       -------------         ----------- ------------
Cash flows provided by (used for) financing activities:
Proceeds from short term debt                               100,000              -            100,000
Repayments on short-term debt                               (75,000)             -            (75,000)
Proceeds from issuance of common stock                      545,000            65,000         610,000
                                                       -------------         ----------- ------------
Net cash provided by
  financing activities                                      570,000            65,000         635,000
                                                       ------------          ----------- ------------
Increase (decrease) in cash and cash equivalents             (2,384)            2,228              95

Cash and cash equivalents - beginning of period               2,479               251            -
                                                       -------------         ----------- ------------
Cash and cash equivalents - end of period                       $95            $2,479             $95
                                                       =============         =========== ============
Supplemental disclosure of cash flow information:

Cash paid for interest                                 $          -          $      -    $          -
Cash paid for federal and state income taxes           $        800          $      -    $        800

Non-cash investing and financing activities:

Common stock issued for iDVDBox, Inc.
  asset purchse agreement                              $    750,000          $    -      $     750,000
Common stock issued for Stephen Cavayero note          $    750,000          $    -      $     750,000
Common stock canceled pursuant to
 iDVDBox, Inc. unwind agreement                        $ (1,500,000)         $    -        $(1,500,000)

Forgiveness of debt on stockholder advances            $     55,134          $    -      $      55,134


See accompanying independent auditors' report and notes to financial statements, which are an
  integral part of these financial statements.
</table>
<page>F-4

MediaBus Networks, Inc. (A Development Stage Company)
Statements of Stockholders' Equity (Deficiency in Assets)
From April 28, 1998 (Inception of Development Stage) to June 30, 2002
<table>                                                                                       Retained           Total
                                                                               Additional      Earning    Stockholders'
                                                       Common    $0.0000303       Paid-In  (Accumulate          Equity
                                                       Shares  *  Par Value  *    Capital      Deficit)   (Deficiency)
                                                  ------------   ----------    ----------   -----------   ------------
                                                  <C>            <C>           <C>          <C>           <C>
Inception of development stage,
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 payable- 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 agreement-
   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, June 30, 2002                               7,841,798         $238     $3,500,405  $(3,540,238)        $(39,595)

</table>
* 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 independent auditors' report and notes to financial
 statements, which are an integral part of these financial statements.

<page>F-5

MediaBus Networks, Inc. (A Development stage Company)
Note to Financial Statements
June 30, 2002

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.

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 earned during the organizational period other than the
initial non-operating revenue of $126,000.

<page>F-6

MediaBus Networks, Inc. (A Development Stage Company)
Notes to Financial Statements
June 30, 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 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 June 30, 2002.  The
Company has not filed any corporate income tax returns for the period
subsequent to April 30, 2001.

Use of Estimates

The preparation of the Company's financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of 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 June 30, 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 their 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.

<page>F-7

MediaBus Networks, Inc. (A Development Stage Company)
Notes to Financial Statements
June 30, 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 18, 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.

In 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.

<page>F-8

MediaBus Networks, Inc. (A Development Stage Company)
Notes to Financial Statements
June 30, 2002

Note 1 - Summary of Significant Accounting Policies (concluded)
Recent Accounting Pronouncements (continued)

In April 2002, the Financial Accounting Standards Board issued SFAS No.
145, "Rescission of SFAS No. 4, 44, and 64, Amendment of SFAS No. 13, and
Technical Corrections," effective for financial statements issued after May
25, 2002, which effectively amends SFAS No. 13, "Accounting for Leases," to
eliminate an inconsistency involving sale-leaseback transactions and also
gives clarity to other existing authoritative pronouncements.

In June 2002, the Financial Accounting standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities,"
effective for exit or disposal activities after December 15, 2002, which
addresses financial accounting and reporting for costs associated with exit
or disposal activities and nullifies Emerging Issue Task Force (EITF) Issue
No. 94-3, "Liability Recognition for Certain Employee Termination benefits
and Other Costs to exit an Activity (including Certain Costs

Incurred in a Restructuring).

In October 2002, the Financial Accounting Standards Board issued SFAS No.
147, "Acquisitions of Certain Financial Institutions - an amendment of SFAS
No. 72 and 144 and FASB Interpretation No. 9," applicable for acquisitions
on or after October 1, 2002, which generally removes acquisitions of
financial institutions from the scope of both Statement 72 and
Interpretation 9, requires that those transactions be accounted for in
accordance with SFAS No. 141 and 142, and amends SFAS No. 144 to include in
its scope certain long-term customer-relationship intangible assets of
financial institutions.

In December 2002, the Financial Accounting Standards Board issued SFAS No.
148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
an amendment of SFAS No. 123," which is effective for fiscal years ending
after December 15, 2002 and provides alternative methods of transitions for
a voluntary change to the fair value based method of accounting for stock-
based employee compensation.

Adoption of the above accounting pronouncements is not expected to have a
material effect on the Company's financial statements.

Reclassifications

Certain reclassifications have been made to the prior years' financial
statements in order for them to conform to the current year's presentation.

Note 2 - Short-term Note Payable

On February 15, 2002, the Company received a short-term loan from Brighton
Opportunity Fund, L.P. in the form of a 365-day promissory note for
$100,000.  The loan is unsecured and accrues interest at a bank reference
rate (4.75% at June 30, 2002).  $75,000 of the principal was repaid on
February 21, 2002, leaving an unpaid paid balance at June 30, 2002 of
$25,000.  Accrued interest on the loan during the year ended June 30, 2002
amounted to $423.

<page>F-9

MediaBus Networks, Inc.  (A Development stage Company)
Notes to Financial Statements
June 30, 2002

Note 3 - Business Acquisition

On January 8, 2002, the Company acquired the assets and certain liabilities
of iDVDBox, Inc. pursuant to an Asset Purchase Agreement. The Company
acquired all property and equipment, inventory, intellectual property,
customer lists and other intangible assets.  The Company also became
obligated for certain liabilities and notes payable.

The Company issued the shareholders of iDVDBox, Inc. an aggregate amount of
478,260 restricted common shares in exchange and consideration for the net
assets valued at $750,000 (approximately $1.57     per share).  An
additional 478,260 restricted common shares were issued in full payment of
a $750,000 note the Company became obligated for as part of the Asset
Purchase Agreement.  The Company also recognized goodwill of $2,213,424 on
the transaction, as the difference between the fair value of assets
purchased (property and inventory valued at $105,776) and liabilities
assumed ($819,200) plus common stock issued ($1,500,000).

The Board of Directors of the Company approved an Employment Agreement with
Stephen Cavayero pursuant to the iDVDBox, Inc. Asset Purchase Agreement
whereby Mr. Cavayero was issued an additional 188,305 restricted shares of
common stock valued at $295,143.  This agreement was canceled through the
"Unwind Agreement" (noted below), and the Company canceled the shares of
common stock previously issued.

In accordance with the iDVDBox Asset Purchase Agreement, the principal
shareholder of the Company returned 54,844,950 common shares to the
treasury, so that the 478,260 aggregate amount of restricted common shares
issued to the shareholders of iDVDBox, Inc. would consist of 5% of the
fully diluted amount of the Company's common stock outstanding.  The
computation included stock options (subsequently canceled) on 562,165
restricted common shares granted to an individual and exercisable at $3.50
per share until January 24, 2003.

On May 10, 2002 the Company and iDVDBox, Inc. entered into an agreement to
"Unwind" the Asset Purchase Agreement.  All assets and unpaid liabilities
of iDVDBox, Inc. were transferred back and the 956,520 shares of common
stock issued in connection with the original agreement were returned and
canceled.  A loss of $160,000 was recognized on the transaction, consisting
of $135,000 in certain liabilities previously paid under the Asset Purchase
Agreement while it was in effect, and $25,000 in due diligence costs.

Note 4 - Forgiveness of Debt

During the year ended June 30, 2002, aggregate advances from two
stockholders in the amount of $55,134 were forgiven and transferred to
additional paid-in capital as part of a stock purchase arrangement.

Note 5 - Stock Options

In January 2002, 562,165 common stock options were granted to an individual
investor, exercisable at $3.50 per share until January 24, 2003.  These
options were subsequently canceled retroactive to June 1, 2002.

Note 6 - Management Bonus

In January 2002, the management employees of the Company received a bonus
consisting in aggregate of 1,788,891 restricted shares of the Company's
common stock, valued at $2,808,559 ($1.57 per share, the estimated market
price).

<page>F-10

Item 8. Changes in and Disagreements With Accountants on Accounting and
        Financial Disclosure.

Clyde Bailey, Certified Public Accountant, audited our financial
statements for the year ended June 30, 2001. In 2002 the firm Hurley and
Company, Certified Public Accountants was retained to perform an audit for
the period ending June 30, 2002.

We unaware of any reportable disagreements between our Company and the
Clyde Bailey, Certified Public Accountants, on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure during the year ended June 30, 2001.

PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons.

MANAGEMENT

        The officers and directors of the Company are as follows:

Name                             Position
Kenneth O. Lipscomb              Chairman of the Board of Directors,
                                 and President

At the date of this Form 10-K, Mr. Lipscomb is the sole member of our board
of directors and the sole executive officer of our Company.

Mr. Lipscomb is an officer and principal stockholder. He has also served as
the president and sole director of our Company since June 18, 2002. Mr.
Lipscomb is not a full-time employee and is not required to devote any
specific amount of time to our business.

Item 10. Executive Compensation.

No officer or director of our Company has received any compensation for
services performed since June 18, 2002. No compensation is planned until
such time as a merger or acquisition or other reorganization is complete.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Our Company has a total of 7,841,798 shares of voting Common
Stock outstanding on the date of this Form 10-KSB. The following table presents
certain information regarding the beneficial ownership of our voting Common
Stock by (i) each person known to own more than 5% of such securities, (ii) each
of our directors, and (iii) all directors and officers as a group. Unless
otherwise noted, we believe that each of identified stockholders has sole
investment and voting power with regard to the securities listed opposite his
name.

Name of                     Amount and Nature of            Percent
Beneficial Owner            Beneficial Ownership            of Class
-----------------------     --------------------            --------
Kenneth O. Lipscomb (1)           1,255,050                   16.0%

---------
   (1)   2900 Delk Road, Marietta, GA  30067

Item 12. Certain Relationships and Related Transactions

No officer, director or family member of an officer or director is indebted
to our Company.

                            <page> 10

Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     None.

(b)      Reports on Form 8-K
         -------------------

         January 15, 2002      8-K
         January 16, 2002      8-K/A
         February 28, 2002     8-K/A
         June 24, 2002         8-K

                            <page> 11

INDEX TO EXHIBITS

Exhibit
Number           Description
-------          -----------
10.1             EXECUTIVE EMPLOYMENT AGREEMENT (1)

10.2             EXECUTIVE EMPLOYMENT AGREEMENT (1)

10.3             EXECUTIVE EMPLOYMENT AGREEMENT (1)

10.4             UNWIND AGREEMENT OF ASSET PURCHASE WITH IDVDBOX (2)

17.1             RESIGNATION (1)

17.2             RESIGNATION (1)

17.3             RESIGNATION (1)

99               LIST OF ASSETS (1)

99.1             CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
                 OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
                 PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

99.4             THE ASSET PURCHASE AGREEMENT WITH IDVDBOX (1)
_________________

(1)     Filed as an exhibit to the Registrant's Form 8-KA filed with the
        Securities   and  Exchange   Commission  on   January 16, 2002
        (Registration No. 000-31489) and incorporated herein by reference.

(2)     Filed as an exhibit to the Registrant's Form 10-QSB for the quarter
        ended March 31, 2002 and incorporated herein by reference.

                              <page>12

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.


                                       MEDIABUS NETWORKS, INC.

Date: February 10, 2003                /s/ Kenneth O. Lipscomb
                                       KENNETH O. LIPSCOMB, President


Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated have signed this Report below.

 Signature                          Title                    Date

 /s/ Kenneth O. Lipscomb          President             February 10, 2003
     KENNETH O. LIPSCOMB

                            <page> 13

CERTIFICATION

I, Kenneth O. Lipscomb, certify that:

        1.      I have reviewed this annual report on Form 10-KSB/A of
MediabUs Networks, Inc. ("annual report");

        2.      Based on my knowledge, this annual report does not contain
any untrue statement of  a material fact or  omit to state a  material fact
necessary to make the statements made, in light of the circumstances  under
which such statements were made, not misleading with respect to the  period
covered by this annual report; and

        3.      Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial  condition, results of operations  and cash
flows of  the registrant  as of,  and for,  the periods  presented in  this
annual report.

Date: February 10, 2003                     /S/ KENNETH O. LIPSCOMB
                                                Kenneth O. Lipscomb
                                                Chief Executive Officer
                                                (Principal Executive Officer)
                             <page>14

EXHIBITS FILED WITH THIS REPORT

Exhibit
Number  Description
------  -----------
99.1    Certifications of Chief Executive Officer and Chief Financial
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act Of 2002