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 SEPTEMBER 30, 2001 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 September 30, 2001, the Registrant had 109,666,667 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 SEPTEMBER 30, 2001 3 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 4 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 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. Pro Forma Consolidated Balance Sheet Sept 30, 2001 (unaudited) Bear Aerospace, Inc. TheInternet Bear Pro Forma Combined Corp.net, Inc. Aerospace,Inc. Adjustment Pro Forma Assets: Current Assets Cash $ 624 $ 1,155 $ $ 1,779 Inventory 0 497,976 497,976 Accounts Receivable 0 213,447 213,447 Property and Equipment, Net $ 0 $ 80,000 80,000 Total Current Assets $ 624 $ 792,578 793,202 Organizational costs, net 0 Total Assets $ 624 $ 792,578 $ 793,202 Liabilities And Shareholders Equity: Current Liabilities Accounts Payable $ 0 $ 512,590 $ $ 512,590 Total Current Liabilities 0 $ 512,590 512,590 Shareholders' Equity: Common Stock 13,160 2,278 15,428 Additional Paid-In Capital 229,998 447,694 677,692 Accumulated Deficit (245,372) (169,985) (415,357) Total Shareholders' Equity $ 624 $ 279,988 280,612 Total Liabilities and Shareholders' Equity $ 624 $ 792,578 $ $ 793,202 See accompanying notes to financial statement. Bear Aerospace, Inc. Pro Forma Consolidated Statement of Operations Sept 30, 2001 (unaudited) Bear Aerospace, Inc. TheInternet Bear Pro Forma Combined Corp.net, Inc. Aerospace,Inc. Adjustment Pro Forma Sales $ 0 $ 0 $ $ 0 Cost of Sales 0 0 0 Gross Profit 0 0 0 Operating Expenses 823 75,224 76,047 Interest Income 27 0 17 Net Loss $ (795) $ (75,224) $ $ (76,019) Net Loss Per Share $ Nil $ (50.15) $ $ Weighted Average Shares Outstanding 13,160,000 1500 96,506,667 109,666,667 See accompanying notes to financial statements Bear Aerospace, Inc. Pro Forma Consolidated Statement of Cash Flows Sept 30, 2001 (unaudited) Bear Aerospace, Inc. TheInternet Bear Pro Forma Combined Corp.net, Inc. Aerospace,Inc. Adjustment Pro Forma Cash Flows from Operating Activities Net Income (Loss) $ 5,263 $ (75,224) $ $ (69,961) Depreciation and Amortization 0 0 Increase in accounts Receivable (213,447) (213,447) Increase in inventory (485,700) (485,700) Increase in property and equip., Net (80,000) (80,000) Increase in accounts payable 448,720 448,720 Increase in accrued Liabilities 0 0 Net Cash Used in Operations $ (255,915) $ (405,651) $ 261,178 $(400,388) Cash Flows from Investing Activities Purchase of Note Receivable (50,000) Organizational Costs 235 Net Cash Used in Investing $ (49,765) $ $ $ (49,765) Cash Flows from Financing Activities Issuance of Common Stock 300,235 400,515 Net Cash Provided by Financing 300,235 $ 400,515 $ 700,750 Net Increase in Cash $ 624 $ (5,135) $ (4,511) Cash, April 29, 1999 (TheInternetCorp.net, Inc.) $ 0 - Cash October 27, 1998 (Bear Aerospace, Inc.) - $ 37,446 Cash Sept 30, 2001 $ 624 $ 1,155 See accompanying notes to financial statements NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION. The accompanying pro forma unaudited condensed financial statements ("pro forma statements") of TheInternetCorp.net, Inc. have been prepared from the audited financial statements of TheInternetCorp.net, Inc. and Bear Aerospace, Inc., together with other information made available to the companies. In the opinion of management, these pro forma statements include all adjustments necessary for a fair presentation. NOTE 2. PRO FORMA ASSUMPTIONS. The pro forma unaudited condensed balance sheet gives effect to an acquisition completed July 17, 2001 between TheInternetCorp.net, Inc. and Bear Aerospace, Inc.. Under the terms of this agreement, TheInternetCorp.net, Inc. issued 96,506,667 shares of common stock, $.001 par value, to the existing shareholders of Bear Aerospace, Inc. for 1500 shares of common stock of Bear Aerospace, Inc., no par value. In addition to the 13,160,000 common shares of TheInternetCorp.net, Inc. outstanding prior to the effective date of the acquisition agreement, the company will have 109,666,667 shares issued and outstanding. The pro forma unaudited consolidated condensed balance sheet is compiled as if the transaction had occurred on June 30, 2001. The pro forma condensed consolidated statements of income and cash flows for the period ended on Sept 30, 2001 also give effect as if the acquisition had occurred on April 29, 1999 (inception date). NOTE 3. PER SHARE INFORMATION. Pro forma net income (loss) per common share have been calculated using the weighted average number of TheInternetCorp.net, Inc.'s common shares outstanding during the period ended Sept 30, 2001 plus the common shares to be issued under the acquisition agreement as if the additional shares were outstanding throughout the period. NOTE 4. ACQUISITION ACCOUNTING METHOD. The pro forma statements have been compiled using the purchase method as the accounting principle applied to the acquisition agreement. NOTE 5. YEAR END. The year-end of Bear Aerospace, Inc. is the calendar year ending on December 31. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 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 nine-month period ending September 30, 2001. 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 nine-month period ending September 30, 2001. 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: October 25, 2001 By: /s/ Skip Holm Skip Holm, President EXHIBIT INDEX Exhibit Description No. 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).