Beautifully engraved certificate from Busybox.com, Inc. issued in 2001. This historic document was printed by the Security-Columbian United States Banknote Company and has an ornate border around it. This item has the printed signatures of the Company's Chairman, Patrick A Grotto and Secretary, and is over 10 years old. On June 24, 2005, the SEC filed civil fraud charges in federal district court for the Southern District of New York against Patrick A. Grotto, Mark B. Leffers, and Jon M. Bloodworth. The three defendants were all former officers of busybox.com, Inc. The defendants were accused of engaging in a scheme to defraud by purchasing unsold shares of the initial public offering of busybox.com. The defendants allegedly used unearned and undisclosed bonuses from the company to buy the stock. Thomas T. Prousalis, Jr., an outside lawyer for the company, was sentenced in 2004 to 57 months in prison after pleading guilty to securities fraud for his role in the IPO scheme. The SEC also ordered a halt in trading of the company's securities for failure to file financial reports in over five years. The following was from the company's IPO filing in the year 2000: BUSYBOX.COM INC. busybox designs, develops, maintains, services, markets, sells and distributes digital imagery, including black and white and color still photographs, film footage and video, over the Internet to our business customers in the technology, media, entertainment, government, corporate and sports industries. We believe that our proprietary Java-based technology, combined with our component-based content programming, uniquely enables busybox to catalogue, manage, transact, deliver and reconcile digital images and video on the Internet. We also believe that our component-based programming is unique in the industry and provides a significant business opportunity for busybox when combined with the emerging and rapidly developing business-to-business Internet e-commerce marketplace. For the years ending December 31, 1998 and 1999, and for the quarter ending March 31, 2000, all of our revenues were derived, directly or indirectly, from the Internet. For the years ending December 31, 1998 and 1999, and for the quarter ending March 31, 2000, we spent $258,242, $425,758, and $35,937, respectively, on research and development activities. We intend to principally use the proceeds of this offering for operating costs and working capital, including business development, capital equipment, marketing and sales and mergers and acquisitions with complementary companies in an effort to significantly expand our business and operations. We also intend to use approximately $1,000,000 of the proceeds of this offering to further design and develop our principal Internet Web site into a state-of-the-art, enhanced fully interactive Web site to manage our emerging e-commerce on the Internet. We believe that our state-of-the-art, enhanced and fully interactive principal Web site will be implemented and fully operational within the approximately six months following the closing of this offering. We are not sure that the proceeds of this offering will enable us to expand our business and operations. INTERNET STRATEGY WORLD WIDE WEB SITE WWW.BUSYBOX.COM The Internet enables millions of people worldwide to have access to current news, media and information, create community among individuals with similar professional or personal interests and conduct business electronically. With this growth in the number of Internet users, the Internet is emerging as a mass communication and commerce medium, which offers advertisers and vendors certain advantages. The Internet permits advertisers to target specific demographic groups, measure the effectiveness of their advertising campaigns and revise them in response to real-time feedback. The Internet provides online merchants with the ability to reach a global audience and to operate with minimal infrastructure, reduced overhead and greater economies of scale, while providing customers with broad selection, increased pricing information and unparalleled convenience. We believe that our emphasis on the World Wide Web will enable us to realize significant savings in our operations. We believe that the proceeds of this offering combined with our value-added approach and expertise will allow us to compete effectively with other technology providers on the Internet by: - providing competitive prices and product inventory availability; and - enhancing and simplifying access to information, products and services. The Internet and commercial online services are emerging as significant global communications media enabling millions of people to share information and conduct business electronically. A number of factors have contributed to the growth in the Internet and commercial online services usage, including the large and growing installed base of advanced personal computers in the home and workplace, improvements in network infrastructure, easier, faster and cheaper access to the Internet and commercial online services, the introduction of alternative Internet access devices and increased awareness of the Internet and commercial online services among consumer and business users. The functionality and accessibility of the Internet and commercial online services have made them an increasingly attractive commercial medium by providing features that historically have been unavailable through traditional channels. For example, the Internet and commercial online services provide users with convenient access to large volumes of dynamic data to support their investment, purchase and other decisions. Online retailers are able to communicate effectively with customers by providing frequent updates of featured selections, content, pricing and visual presentations and provide tailored services by capturing valuable data on customer tastes, preferences, shopping and buying patterns. Unlike most traditional distribution channels, online retailers do not have the burden of managing and maintaining numerous local facilities to provide their services on a global scale. In contrast, online retailers benefit from the relatively low cost of reaching and electronically serving customers worldwide from a central location. Because of these advantages, an increasingly broad base of products and services are being sold online. Moreover, as the number of online content, commerce and service providers has expanded, strong brand recognition and strategic alliances have become critical to the success of such companies. Brand development is especially important for online retailers due to the need to establish trust and loyalty among consumers in the absence of face-to-face interaction. In addition, some online retailers have begun to establish long-term strategic partnerships and alliances with content, commerce and service providers to rapidly build brand recognition and trust, enhance their service offerings, stimulate traffic, build repeat business, take advantage of cross-marketing opportunities and create barriers to entry. In October 1999, busybox entered into a Business Advisory Agreement with Cascade Partners, L.L.C., a Santa Monica, California based investment firm which is principally owned and controlled by Matt Ward, a co-founder of Go2Net, Inc. (Nasdaq: GNET), a network of branded, technology- and community-driven Web sites. Go2Net, Inc. is principally owned and controlled by Vulcan Ventures, Inc., a Bellevue, Washington based investment firm owned and controlled by Paul Allen, a co-founder of Microsoft Corporation. Cascade Partners, L.L.C. provides business advisory and consulting services that include, but are not limited to: corporate structuring; e-commerce planning, development and operations; general business planning, development and operations; and mergers and acquisitions, and other business combinations. In September 1999, in consideration of its business advisory and consulting services, busybox issued 100,000 shares of its common stock to Cascade Partners, L.L.C. In addition, in September 1999, Matt Ward purchased 100,000 shares of the common stock of busybox for $200,000, or $2 per share. Use of Proceeds We will receive net proceeds of approximately $10,431,250 upon the sale of the securities in this offering, after deducting the underwriting discounts and estimated offering expenses. These net proceeds do not include the exercise of the underwriter's over-allotment option. We intend to use these proceeds approximately as follows: APPROXIMATE AMOUNT OF NET PROCEEDS % - Operations and Development............................ $ 1,500,000 14.38 - Capital Equipment..................................... 1,500,000 14.38 - Marketing and Sales................................... 1,000,000 9.59 - Web Site Development.................................. 1,000,000 9.59 - Mergers and Acquisitions.............................. 750,000 7.19 - Working Capital....................................... 1,931,250 18.51 - Repayment of Promissory Notes......................... 2,750,000 26.36 Total................................................. $10,431,250 100.00 In December 1999 and February 2000, the Company borrowed $2,750,000 from 46 persons in a private placement transaction pursuant to eight percent promissory notes, payable upon the closing of this offering, or upon the one-year anniversary of the notes, whichever occurs first. The amounts and timing of our actual expenditures will depend upon numerous factors, including the status of our product development efforts, marketing and sales activities, the amount of cash generated by our operations and competition. Actual expenditures may vary substantially from these estimates. Working capital will be utilized by us to enhance and, otherwise, stabilize cash flow during the initial 12 months of operations following the closing of this offering, such that any shortfalls between cash generated by operating revenues and costs will be covered by working capital. Although we prefer to retain our working capital in reserve, we may be required to expand part or all of these proceeds as financial demands dictate. We may find it necessary or advisable to use portions of the proceeds for other purposes. Pending application of the net proceeds as described above, we intend to invest the net proceeds of this offering in insured, short-term, investment-grade, interest-bearing securities. Competition / Competitors The market for Internet technologies and services is highly competitive and we expect that competition will continue to intensify. We compete with: - other Web sites, portals and Internet companies to acquire and provide content to attract users; - Internet broadcasters; - online services, other Web site operators and advertising networks, as well as traditional media such as television and print, for a share of advertisers' total advertising budgets; and - local television stations and national television networks for sales of advertising spots. We are not sure that we will be able to compete successfully or that the competitive pressures faced by us, including those described below, will not have a material adverse effect on our business, operating results and financial condition. Competition among Web sites and portals that provide compelling content, including digital media content, is intense and is expected to increase significantly in the future. We compete with a variety of businesses that provide media content through one or more mediums, such as print, television, cable television and the Internet. Traditional media companies that have not established a significant presence on the Internet may expend resources to establish such a presence in the future. We compete generally with other content providers for the time and attention of users and for advertising revenues. To compete successfully, we must license and then provide sufficiently compelling and popular content to generate users, support advertising intended to reach such users and attract business and other organizations seeking Internet and distribution services. We believe that the principal competitive factors in attracting Internet users include the quality of service and the relevance, timeliness, depth and breadth of content and services offered. In the market for Internet distribution of radio and television broadcasts, we compete with ISPs, television stations and networks that originate their own Internet broadcasts. We also compete for the time and attention of Internet users with thousands of Web sites operated by businesses and other organizations, individuals, governmental agencies and educational institutions. For example, certain Web sites may provide a collection of links to other Web sites with digital streaming media content. We expect competition to intensify and the number of competitors to increase significantly in the future. In addition, as we expand the scope of our content and services, we will compete directly with a greater number of Web sites and other media companies. Because the operations and strategic plans of existing and future competitors are undergoing rapid change, it is extremely difficult for us to anticipate which companies are likely to offer competitive technologies and services in the future. We also compete with companies that provide Internet services to businesses and other organizations. Principal competitive factors include: - price; - transmission quality; - transmission speed; - reliability of service; - ease of access; - ease of use; - customer support; - brand recognition; and - operating experience. Our current and potential competitors may have significantly greater financial, technical and marketing resources, longer operating histories and greater brand recognition. Companies that provide media streaming software may also enter the market for Internet services. If media streaming technology and backbone bandwidth becomes more readily available to companies at low prices, our customers may decide to broadcast their own programming. In particular, local exchange carriers, ISPs and other data communication service providers may compete in the future with a portion of or all of our business services as technological advancements facilitate the ability of these providers to offer effectively these services. We are not sure that we will be able to compete successfully against current or future competitors for Internet services. We also compete with online services, other Web site operators and advertising networks, as well as traditional media such as television and print for a share of advertisers' total advertising budgets. We believe that the principal competitive factors for attracting advertisers include the number of users accessing our Web sites, the demographics of our users, our ability to deliver focused advertising and interactivity through our Web sites and the overall cost-effectiveness and value of advertising offered by us. There is intense competition for the sale of advertising on high-traffic Web sites, which has resulted in a wide range of rates quoted by different vendors for a variety of advertising services, making it difficult to project levels of Internet advertising that will be realized generally or by any specific company. Any competition for advertisers among present and future Web sites, as well as competition with other traditional media for advertising placements, could result in significant price competition. We believe that the number of companies selling Web-based advertising and the available inventory of advertising space have recently increased substantially. Accordingly, we may face increased pricing pressure for the sale of advertisements. Reduction in our Web advertising revenues may have a material adverse effect on our business, operating results and financial condition. We also compete for traditional media advertising sales with national television networks, as well as local television stations. Television content providers and national television networks may have larger and more established sales organizations than us. These companies may have greater name recognition and more established relationships with advertisers and advertising agencies than us. Such competitors may be able to undertake more extensive marketing campaigns, obtain a more attractive inventory of ad spots, adopt more aggressive pricing policies and devote substantially more resources to selling advertising inventory. Our traditional media advertising sales efforts depend on our ability to obtain an inventory of ad spots across the television markets. If we are unable to obtain such inventory, it may have a material adverse effect on our business, operating results and financial condition. History from OldCompany.com (old stock certificate research service) and WWI Liberty Bonds Buyer.