This information statement is being furnished in connection with the Company’s distribution of up to approximately 1,450,000 of its membership shares to members of the settlement class in connection with the final resolution of a lawsuit entitled Frederick A. Uhl and Timothy Elzinga v. Thoroughbred Technology and Telecommunications, Inc. The lawsuit is pending in the United States District Court for the Southern District of Indiana. T-Cubed is using the railroad corridors included in the lawsuit for telecommunications purposes. T-Cubed claimed the right to use the railroad corridors without compensating adjacent landowners. The complaint in the lawsuit disputed that right. The court preliminarily approved the settlement agreement on September 22, 2000. The court preliminary approved an amended and restated settlement agreement (the "Settlement Agreement") on April 24, 2001.

The settlement agreement provides for cash and asset compensation to adjacent landowners. The terms of the settlement are contained in the settlement agreement and are summarized in the notice to class members approved by the court. If the settlement is approved by the court after the final fairness hearing, class members who do not "opt out" under the procedures set forth in the notice will transfer easements to the Company to use their interest in the railroad corridors for telecommunication purposes.

The settlement class counsel organized the Company for the benefit of members of the settlement class to retain control of continuous corridor rights and to receive any future financial benefits that may be generated from the Company’s telecommunications uses of the corridor rights. The Company will transfer easements to T-Cubed for the parts of the railroad corridors where T-Cubed has installed or will install its telecommunications system. In exchange for these easements, T-Cubed will pay the cash compensation described in the notice and T-Cubed will also transfer to the Company:

• A note, which under some circumstances, may result in the Company receiving 16 dark fiber optic strands along some or all of the railroad corridors involved in the settlement; and

• An option to purchase a conduit installed in the railroad corridors.

The Company will distribute to the members of the settlement class who elect to participate one membership share for each 10 linear feet of real estate owned by each member along the railroad corridor. Class members are not required to accept the shares. We will require you to provide the Company with certain information before the Company issues shares to you. If a class member rejects the shares or fails to provide the required information, the class member will still transfer to the Company, by virtue of the court’s order, an easement for any rights the class member may have to use the railroad corridor for telecommunication purposes.

Business

We intend to engage in a business of:

• Licensing and granting sub-easements for the construction of fiber optic cable communications systems in the railroad corridors; and

• Owning and leasing or selling "dark" fiber optic cable and conduits; and

• Related business activities.

Communication by means of light waves guided through fiber optic strands offers a number of advantages over conventional means of transmitting information. Fiber optic cables carry significantly more information than metallic conductors and, unlike metallic conductors, are not subject to electromagnetic or radio frequency interference.

"Dark" fibers are fiber strands contained within a fiber optic cable that is not connected to transmission equipment. We expect our dark fiber customers will install their own electrical and optical transmission equipment. A lease of dark fiber rights typically has a term that approximates the economic life of a fiber optic strand (generally 20 to 30 years).

We believe that the market for dark fiber services is characterized by significant and growing demand for, and limited supply of, fiber optic capacity, particularly on land where legal rights to install and maintain such fibers is secured. The demand has been fueled by growth of the Internet and the accompanying demand for faster communications, greater capacity and higher bandwidth than can be provided by metallic conductor connections. In effect, much of the nationwide system of copper wires is in the process of being replaced by fiber optic cable.

The railroad corridors involved in this settlement are located in sixteen states and include a total of approximately 2,522 miles of corridor.

On October 23, 2000, T-Cubed announced that it had entered into a long-term transaction with Dominion Telecom to sublease right-of-way and purchase conduit along several corridors. T-Cubed stated that it expects the project to be completed by mid-year 2001. On October 24, 2000, T-Cubed announced another deal with 360Networks to jointly install and market fiber optic cable infrastructure. That project is expected to be completed by the third quarter of 2001. We have been informed by T-Cubed that it has entered into contracts pursuant to which third parties are obligated to acquire at least three conduits on approximately 1,477 miles of settlement corridors.

Upon completion of the projects described in the two announcements by T-Cubed, we believe we will have the right to cause T-Cubed to transfer fiber optic strands to us in accordance with the Settlement Agreement and subject to the conditions under the settlement agreement for the transfer of fiber optic strands to us. See The Settlement Agreement--"Property to be transferred to the Company" and Risk Factors.

We expect that continued growth of the Internet, advances in telecommunications technology and deregulation of the telecommunications industry will result in continuing demand for new fiber optic cable capacity.

This offering involves material risks. See the Risk Factors page.

For information on how to exercise your right to receive shares in this offering, see The Settlement Agreement--"How to Become a Member of the Settlement Class."