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, 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 June 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 JUNE 30, 2001 3 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2001 4 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2001 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, 2001 ASSETS CURRENT ASSETS Cash $ 1,260 Inventory 497,976 Accounts Receivable 213,447 TOTAL CURRENT ASSETS $ 712,683 PROPERTY AND EQUIPMENT, NET $ 0 OTHER ASSETS 0 TOTAL ASSETS $ 712,683 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 432,423 Accrued Liabilities 0 Current Portion, Long Term Debt 0 TOTAL CURRENT LIABILITIES $ 432,423 LONG-TERM DEBT STOCKHOLDERS' EQUITY Common Stock, $0.001 par value authorized 190,000,000 shares; issued and outstanding 109,666,667 shares $ 109,667 Additional Paid in Capital 340,305 Retained Earnings (Deficit) (169,712) TOTAL STOCKHOLDERS' EQUITY $ 280,260 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 712,683 See accompanying notes to financial statements. BEAR AEROSPACE, INC. STATEMENT OF OPERATIONS For the six months ended Jun 30, 2001 REVENUES $ 0 COSTS OF REVENUES 0 GROSS PROFIT $ 0 OPERATING EXPENSES Selling, general and administrative $ 74,951 Depreciation 0 TOTAL OPERATING EXPENSES $ 74,951 INCOME (LOSS) FROM OPERATIONS (74,951) OTHER INCOME (EXPENSES) Gain on sale of assets 0 Interest income 0 INCOME (LOSS) BEFORE INCOME TAXES (74,951) Income Taxes 0 NET PROFIT (LOSS) (74,951) NET PROFIT (LOSS) PER SHARE ( nil ) AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING 109,666,667 See accompanying notes to financial statements. BEAR AEROSPACE, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY June 30, 2001 Common Stock Number Retained of Additional Paid In Earnings Shares Amount Capital (Deficit) October 27, 1998 issued for cash 750 $ 2,278 $ 35,168 Net (Loss) for the period October 27,1998 (Inception) to December 31, 1998 $ (11,872) Balance Dec. 31, 1998 750 $ 2,278 $ 35,168 $ (11,872) Net Income January 1, 1999 to December 31, 1999 $ 3,112 Balance Dec 31, 1999 750 $ 2,278 $ 35,168 $ (8,760) Additional capital Net (Loss) January 1, 2000 to December 31, 2000 $ (86,001) Balance Dec. 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 109,665,167 $ 107,389 $ (107,389) Net (Loss) January 1, 2001 to June 30, 2001 $ (74,951) Balance June 30, 2001 109,666,667 $ 109,667 $ 340,305 $ (169,712) See accompanying notes to financial statements. BEAR AEROSPACE, INC. STATEMENT OF CASH FLOWS For the six months ended Jun 30, 2001 CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (74,951) Adjustments to reconcile net income (loss) to cash provided by operatingactivities: Depreciation 0 Increase in accounts receivable (213,447) Increase in inventory (485,700) Increase in accounts payable 368,553 Increase in accrued liabilities 0 Decrease in accrued liabilities 0 Net cash provided by operating activities $ (405,545) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property & equipment 0 Net cash (used in) investing activities 0 CASH FLOWS FROM FINANCING ACTIVITIES Issue common stock 400,515 Net increase (decrease) in cash (5,030) Cash, Beginning of Period 6,290 Cash, Ending of Period 1,260 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, 2001. Inventory Inventories are stated at the lower of cost (which approximates first-in, first-out cost) or market. Property and equipment The Company maintains nor controls any property and equipment. 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, 2001 the Company had no dilutive common stock equivalents such as stock options. NOTE 3 - STOCKHOLDERS' EQUITY The authorized common stock of Bear Aerospace Corp. consists of 1,500 shares with a par value of $0.00 per share. 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 1500 shares of its common stock for the 109,666,667 shares of common stock of the Internetcorp.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. 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 six-month period ending June 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 six-month period ending June 30, 2001 other than those matters as disclosed on Form 8-K. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Reports on Form 8-K. The Company filed a Form 8-K on July 13, 2001. (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: July 6, 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).