SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ----------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)/1/ Mediabay, Inc. ---------------------------------------------------------------- (Name of Issuer) Common Stock ---------------------------------------------------------------- (Title of Class of Securities) 05068R108 ---------------------------------------------------------------- (CUSIP Number) December 31, 2001 ---------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [_] Rule 13d-1(c) [_] Rule 13d-1(d) -------- /1/The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). --------------------- --------------------- CUSIP No. 05068R108 13G Page 2 of 4 Pages --------------------- --------------------- -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON President and Fellows of Harvard College -------------------------------------------------------------------------------- (a) [_] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [_] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 0 shares NUMBER OF ------------------------------------------------ SHARES 6. SHARED VOTING POWER BENEFICIALLY ---- OWNED BY ------------------------------------------------ EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 shares PERSON ------------------------------------------------ WITH 8. SHARED DISPOSITIVE POWER ---- -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_] CERTAIN SHARES* -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* EP -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G Item 1(a) Name of Issuer: Mediabay Inc. 1(b) Address of Issuer's Principal Executive Offices: 2295 Corporate Blvd. 222 Boca Raton, FL 33431 Item 2(a) Name of Person Filing: President and Fellows of Harvard College 2(b) Address of Principal Business Office or, if none, Residence: c/o Harvard Management Company, Inc. 600 Atlantic Avenue Boston, MA 02210 2(c) Citizenship: Massachusetts 2(d) Title of Class of Securities: Common Stock 2(e) CUSIP Number: 05068R108 Item 3 The reporting person is an employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). Item 4 Ownership: 4(a) Amount beneficially owned: 0 shares 4(b) Percent of Class: 0.0% 4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares (ii) shared power to vote or to direct the vote: --------- (iii) sole power to dispose or to direct the disposition of: 0 shares Page 4 of 4 Pages (iv) shared power to dispose or to direct the disposition of: -------- Item 5 Ownership of Five Percent or Less of a Class: This statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities. Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8 Identification and Classification of Members of the Group: Not Applicable. Item 9 Notice of Dissolution of Group: Not Applicable. Item 10 Certification: By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. PRESIDENT AND FELLOWS OF HARVARD COLLEGE By: /S/ Michael S. Pradko ------------------------------------- Name: Michael S. Pradko Title: Authorized Signatory February 14, 2002 Page 4 of 4 Pages