U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 000-26051
BEAR AEROSPACE, INC.
(Exact name of registrant as specified in its charter)
THEINTERNETCORP.NET, INC.
101 COLOMBARD COURT, STE 240, PONTE VEDRA, FLORIDA 32082
(Former name or former address, if changed since last report)
Nevada 88-0424430
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
23401 Park Sorrento, Suite 18, Calabasas, California 91302
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (818) 225-0077
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $0.001 Par Value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such
reports), and (2) been subject to such filing requirements for the
past 90 days. Yes X No .
As of June 30, 2002, the Registrant had 27,421,667 shares of
common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET AS OF
JUNE 30, 2002 3
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
JUNE 30, 2002 4
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
JUNE 30, 2002 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 6
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 7
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 7
ITEM 5. OTHER INFORMATION 7
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 7
SIGNATURE 7
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCAL STATEMENTS.
BEAR AEROSPACE, INC.
BALANCE SHEET
JUNE 30, 2002
ASSETS
CURRENT ASSETS
Cash $ 705
Inventory 497,976
Accounts Receivable 213,447
TOTAL CURRENT ASSETS 712,128
PROPERTY AND EQUIPMENT, NET 437,550
OTHER ASSETS 0
TOTAL ASSETS 1,149,678
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 1,052,657
Accrued Liabilities 0
Current Portion, Long Term Debt 0
TOTAL CURRENT LIABILITIES 1,052,657
LONG-TERM DEBT 0
STOCKHOLDERS' EQUITY
Common Stock, $0.001 par value authorized 190,000,000 shares;
issued, reversed and outstanding 27,421,667 shares 109,667
Additional Paid in Capital 340,305
Retained Earnings (Deficit) (352,951)
TOTAL STOCKHOLDERS' EQUITY 97,021
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 1,149,678
See accompanying notes to financial statements
BEAR AEROSPACE, INC.
STATEMENT OF OPERATIONS
For the six
months ended
June 30, 2002
REVENUES $ 0
COST OF REVENUES 0
GROSS PROFIT 0
OPERATING EXPENSES
Selling, general and administrative 82,463
Depreciation 33,450
TOTAL OPERATING EXPENSES 115,913
INCOME (LOSS) FROM OPERATIONS (115,913)
OTHER INCOME (EXPENSES)
Gain on sale of assets 0
Interest income 0
INCOME (LOSS) BEFORE INCOME TAXES (115,913)
Income taxes 0
NET PROFIT (LOSS) (115,913)
NET PROFIT (LOSS) PER SHARE (nil)
AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING 27,421,667
See accompanying notes to financial statements
BEAR AEROSPACE, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
JUNE 30, 2002
Common Stock
Number Additional Retained
of Paid In Earnings
Shares Amount Capital (Deficit)
Balance December 31, 1998 750 $ 2,278 $ 35,168 $( 11,872)
Net Income January 1, 1999
to December 31, 1999 3,112
Balance December 31, 1999 750 2,278 35,168 (8,760)
Additional Capital 12,011
Net (Loss) January 1, 2000
to December 31, 2000 (86,001)
Balance December 31, 2000 750 2,278 47,179 (94,761)
January 1, 2001 merger with
Bearcraft Aviation LLC 750 400,515
April 1, 2001 merger with
Theinternetcorp.net 109,666,667 107,389 (107,389)
Net (Loss) January 1, 2001
to December 31, 2001 (142,277)
Net (Loss) January 1, 2002
to June 30, 2002 (115,913)
April 1, 2002 stock issued 20,000
April 28, 2002 Stock Reverse Split
4 to 1 Ratio
Balance June 30, 2002 27,421,667 109,667 340,305 (169,712)
See accompanying notes to financial statements
BEAR AEROSPACE, INC.
STATEMENT OF CASH FLOWS
For the six
months ended
June 30, 2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (115,913)
Adjustments to reconcile net income (loss)
to cash provided by operating activities:
Depreciation 33,450
Increase in accounts receivable 0
Increase in inventory 0
Increase in accounts payable 392,000
Increase in accrued liabilities 0
Decrease in accrued liabilities 0
Net cash provided by operating activities 309,537
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (309,000)
Net cash (used in) investing activities 0
CASH FLOWS FROM FINANCING ACTIVITIES
Issued common stock 0
Net increase (decrease) in cash 1,448
Cash, Beginning of Period 2,153
Cash, Ending of Period 705
See accompanying notes to financial statements
BEAR AEROSPACE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized October 27, 1998 under the laws of the
State of North Dakota under the name of Bearcraft Aero Systems, Inc.
The Company subsequently changed its name on November 7, 2000 to Bear
Aerospace, Inc. The Company operates in the aircraft and aviation
engine manufacturing industries.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method of
accounting.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities, disclosure of contingent assets and liabilities, and
the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Equivalents
For the statements of cash flows, all highly liquid investments
with a maturity of three months or less are considered to be cash
equivalents. There were no cash equivalents as of June 30, 2002.
Inventory
Inventories are stated at the lower of cost (which approximates
first-in, first-out cost) or market.
Property and equipment
Property and equipment are recorded at cost. Depreciation is
computed on a straight line basis over the useful life of five years.
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes." A
deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share." Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted loss per share
reflects per share amounts that would result if dilutive common stock
equivalents had been converted to common stock. As of June 30, 2002
and December 31, 2001 and 2000 and 1999, the Company had no dilutive
common stock equivalents such as stock options.
NOTE 3 - PROPERTY AND EQUIPMENT
The Company's property and equipment consisted of the following:
June 30, 2002
Leasehold improvements $ 0
Manufacturing equipment 489,000
Computer equipment, office, furniture and other 0
489,000
Less: Accumulated depreciation (51,450)
437,550
NOTE 4 - STOCKHOLDERS' EQUITY
The authorized common stock of Bear Aerospace Corp. consists of
109,666,667 shares issued and outstanding with a par value of $0.001.
On October 27, 1998, the Company issued 750 shares of its common
stock for $37,446 cash.
On January 1, 2001, the Company completed a merger agreement
with Bearcraft Aviation LLC whereby it issued 750 shares of its
common stock for the assets and liabilities and member equity of
Bearcraft Aviation LLC.
On April 1, 2001, the Company completed a reverse merger
agreement with Theinternetcorp.net whereby it issued 1,500 shares of
its common stock for the 109,666,667 shares of common stock of
Theinternetcorp.net.
The Company has no preferred stock outstanding but is authorized
to issue 10,000,000 shares with a par value of $0.001 per share.
NOTE 4 - REVERSE STOCK SPLIT
On April 28, 2002 by unanimous vote of the Board of Directors of
Bear Aerospace, Inc., all common stock issued and outstanding was
reversed split by a ratio of four-to-one. Prior to reversal the
outstanding shares were 109,666,667. After reversal the outstanding
shares are 27,421,667.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Other than as set forth below, the Registrant is not a party to
any material pending legal proceedings and, to the best of its
knowledge, no such action by or against the Registrant has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Sales of Unregistered Securities.
The Registrant had no sales of unregistered securities during
the three-month period ending June 30, 2002.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were not any matters submitted to security holders
requiring a vote during the three-month period ending June 30, 2002.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. No reports on Form 8-K were filed
during the three month period covered this Form 10-QSB.
(b) Exhibits. Exhibits included or incorporated by
reference herein: See Exhibit Index.
SIGNATURE
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, thereunto duly
authorized.
Bear Aerospace, Inc.
Dated: August 10, 2002 By: /s/ Skip Holm
Skip Holm, President
EXHIBIT INDEX
Exhibit No. Description
2 Exchange Agreement and Plan of Reorganization (incorporated
by reference to in the Form 8-K filed on July 13, 2001).
3.1 Articles of Incorporation (incorporated by reference to Exhibit
3.1 to the Registration Statement on Form 10-SB/A filed on May
28, 1999).
3.2 Amendment to the Articles of Incorporation for
Theinternetcorp.net, Inc. (incorporated by reference to in the
Form 8-K filed on July 13, 2001).
3.3 Amendment to the Articles of Incorporation for
Theinternetcorp.net, Inc. (incorporated by reference to in the
Form 8-K filed on July 13, 2001).
99.1 Certification pursuant of President to 18 U.S.C. Section 1350, as
adopted to Section 906 of the Sarbanes Oxley Act of 2002.
99.2 Certification pursuant of Chief Financial Officer to 18 U.S.C.
Section 1350, as adopted to Section 906 of the Sarbanes Oxley Act
of 2002.
Exhibit 99.1
In connection with the Quarterly Report of Bear Aerospace (the
"Company") on Form 10-QSB for the period ending June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Skip Holm, President, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act, that:
(1) The Report fully complies with Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
(2) The Information contained in the Report fairly represents,
in all material aspects, the financial condition and result of
operations on the Company.
By: /s/ Skip Holm
Skip Holm, President
Exhibit 99.2
In connection with the Quarterly Report of Bear Aerospace (the
"Company") on Form 10-QSB for the period ending June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, David Fawcett, Treasurer, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act, that:
(1) The Report fully complies with Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
(2) The Information contained in the Report fairly represents,
in all material aspects, the financial condition and result of
operations on the Company.
By: /s/ David Fawcett
David Fawcett, Treasurer