Background:

In 1999, Doug Ross and Andy Bilinski incorporated Booksfree.com Corporation in the state of Virginia. The company's headquarters and automated distribution center are located at 8453-P Tyco Road, Vienna, Virginia, 22182-2209.

Andy and Doug offered equity in the company in the form of a Private Stock Offering to investors in the fall of 1999. Within 2 months after beginning the offering, the company had 14 investors and exceeded the initial target financial objectives. The company has submitted the appropriate filings to the Securities & Exchange Commission (SEC).

Our initial funding has allowed Booksfree.com to launch one of the most innovative sites on the Internet. Patents, trademarks and copy rights have been applied for regarding the concepts and processes used to provide members with paperback and audiobooks.

A strong management team and Board of Directors has enabled the company to reach its initial launch goals and marketing promotions.

The Board of Directors and Officers of the Corporation include:

• Andrew E. Bilinski, Chairman of the Board of Directors
• W. Douglas Ross, President and Chief Executive Officer, Director
• Judith N. Huntzinger, Director
• Vera V. Chawla, Director
• Marilyn Tucker Quayle, Director
• Dr. Kai Frhr Von Schilling, Director
• W. R. (Buz) Rollins, Director
• Jerry T. Hines, Director
• Mary Anne T. Fadul, Secretary/Controller