U.S. SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549

                                        FORM 10-KSB

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 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 Company (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 Company was required to file such reports),
and (2) been subject to such filing requirements for the past 90
days. Yes X  No___

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB [  ].

     State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days. There is no established public
trading market for the issuer's common stock, and the issuer is
unaware of any transactions in its common stock within the past 60 days.

     The total number of issued and outstanding shares of the issuer's
common stock, par value $0.001, as of June 27, 2002, was 109,666,667.

                                  TABLE OF CONTENTS

                                                                       PAGE
PART I

     ITEM 1.  Description of Business....................

     ITEM 2.  Description of Property...................

     ITEM 3.  Legal Proceedings.....................

     ITEM 4.  Submission of Matters to a Vote of Security Holders

PART II

     ITEM 5.  Market for Common Equity and Other Shareholder Matters

     ITEM 6.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations................

     ITEM 7.  Financial Statements....................

     ITEM 8.  Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure..............

PART III

     ITEM 9.  Directors, Executive Officers, Promoters
              and Control Persons; Compliance with Section
              16(a) of the Exchange Act...................

     ITEM 10. Executive Compensation..................

     ITEM 11.  Security Ownership of Certain Beneficial
               Owners and Management....................

     ITEM 12.  Certain Relationships and Related Transactions.........

     ITEM 13.  Exhibits and Reports on Form 8-K...............

Signatures.................................

PART I.

RISK FACTORS AND CAUTIONARY STATEMENTS

Forward-looking statements in this report are made pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. The Company wishes to advise readers that actual results
may differ substantially from such forward-looking statements.
Forward-looking statements include statements concerning underlying
assumptions and other statements that are other than statements of
historical facts. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by the statements, including, but not
limited to, the following: the ability of the Company to provide for
its obligations, to provide working capital needs from operating
revenues, to obtain additional financing needed for any future
acquisitions, to meet competitive challenges and technological
changes, and other risks detailed in the Company's periodic report
filings with the Securities and Exchange Commission.

ITEM 1. BUSINESS.

Introduction

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.

Overview

The Company operates in the aircraft and aviation engine
manufacturing industries. The Company was formed to manufacture
certified aircraft that fill very specific niches in the general
aviation market place.  These niches include the newly developing
light sport class of aircraft and light jet class.  Moreover, the
Company is developing an entirely new class of aircraft.  It is the
ultra-long range light business jet.  This class of aircraft is
intended to bridge the light business jet with the long-range heavy
business jet.

Business

GENERAL

The general aviation industry comprises essentially all non-military
aviation activity other than scheduled and charter commercial
airlines licensed by the FAA and the Department of Transportation.
General aviation aircraft are frequently classified by their type and
number of engines and include aircraft with fewer than 20 seats.
There are three different types of engines: piston, propjet and
turbofan (jet). Piston aircraft use an internal combustion engine to
drive a propeller and there may be one or two engines and propellers.
Propjet aircraft combine a jet turbine powerplant with a propeller
geared to the main shaft of the turbine and there may be one or two
engines and propellers. Turbofan aircraft use pure jet propulsion to
power the aircraft. Although there are usually two engines on general
aviation turbofan aircraft, there may also be one or three.

Purchasers of general aviation aircraft include (i) corporations,
(ii) governments, (iii) the military, (iv) the general public and (v)
fractional interest entities. A corporation may purchase a general
aviation aircraft for transporting its employees and property. Many
companies use an aircraft in their line of business, including on-
demand air taxi services, air ambulance services and freight and
delivery services. Governments and military organizations may
purchase an aircraft for the transportation of personnel, freight and
equipment. Members of the general public may purchase an aircraft for
personal and/or business transportation and pleasure use. Fractional
interest entities purchase one or more aircraft and then sell
interests in each aircraft to several persons or entities. Each
entity pays for its share of maintenance and operating costs and its
access to and use of the aircraft. Increased corporate earnings may
encourage corporations to acquire an aircraft. An aircraft must
qualify under FAA regulations in order to be used for certain
purposes, and the ability of an aircraft to qualify will have a
material affect on the potential market for such aircraft.

Currently, there are fewer than ten major manufacturers of general
aviation aircraft based in the United States. Piston aircraft make up
the numerical majority of aircraft delivered by these manufacturers,
whereas propjets and jet aircraft account for the majority of
billings. Sales of general aviation aircraft are at a record-breaking
pace, as of late last year. Citing FAA statistics for the first nine
months of 2000, Airline Financial News reported, in April 2001, that
sales reached $6.3 billion, a 10-percent increase over the same
period in 1999. General aviation manufacturers' shipments were up 16
percent, to 2,000 units. Shipments of piston-powered aircraft more
than tripled between 1994 and 1999 (from 499 to 1,747) and were up 14
percent (1,336 units) during the first nine months of 2000. Jet sales
were also up for the eighth straight year, and turboprop production,
which had been on the decline, rose by more than a third. The number
of active pilots also grew for the third consecutive year, totaling
about 645,000, while instrument-rated pilots increased by about 6,000
to 315,000.

General aviation is divided into two separate areas, certified and
experimental. Essentially, the only difference between the certified
and non-certified (experimental) is that the certified can be used
for hire (i.e. giving passenger rides for pay, carrying cargo for
pay, etc.).  However, very recently, the FAA has now approved non-
certified (experimental) aircraft for pilot training.  Moreover,
within the next 6 months, new regulations will be released by the FAA
allowing a new class of experimental aircraft to be used for hire and
be sold pre-assembled after passing a self-certification program.
Historically, most experimental aircraft are sold as complete or
partial kits.

There are less than ten major general aviation manufacturers in the
certified class.

They are as follows:

     - Cessna - builds a line of certified aircraft ranging from
       single engine high-wing fixed gear to large corporate jets.  The
       approximate sales price range is from $200,000 to $12,000,000.

     - Raytheon (old Beechcraft) - builds a line of certified
       aircraft ranging from single engine low-wing retract gear to medium
       size corporate aircraft.  The approximate sales range is from
       $600,000 to $4,500,000.

     - New Piper Corporation - builds a line of certified aircraft
       ranging from single engine low-wing fixed gear to single engine
       turboprop 6 place corporate aircraft.  The approximate sales range is
       from $300,000 to $1,200,000.

     - Cirrus Corporation - builds the certified SR-20 low wing
       all composite 4 place fixed gear aircraft.  The sales price is
       approximately $225,000.

     - Lancair Company - builds the certified Columbia low wing
       all composite 4 place fixed gear aircraft.  In addition, they produce
       the Lancair 4, 4P, and 360 kit.  The Columbia sells for approximately
       $265,000, and the kits range from approximately $50,000 to $110,000.

     - Bombardier Aerospace - builds all Lear Jets and Challenger
       line business jets.  The sales price range from approximately
       $5,000,000 to $35,000,000 plus.

     - Gulfstream Aerospace - builds the Gulfstream 4 and 5 large
       business jets.  The sales price range is approximately $25,000,000 to
       $45,000,000.

There are approximately 400 experimental aircraft manufacturers,
however most of them are "cottage" type operations.  They produce
products from powered parachutes to jet aircraft.  The three major
manufacturers in this sector are:

     - Lancair Company - see above.

     - Zenith Aircraft Company - builds a line of all-metal low-wing fixed
       gear kit aircraft.  The sales price range is from approximately $30,000
       to $50,000.

     - Van's Aircraft Company - builds a line of 2 and 4 place single
       engine all metal low wing kit aircraft.  The sales price range is from
       $18,000 to $30,000.

Some of the smaller companies that produce competitive products are
as follows:

     - Maverick Twin Jet - They produce a 4 place twin engine jet.
       The kit sells for approximately $220,000 less engines.

     - Viper Jet - They produce a 2 place tandem single engine
       jet.  The kit sells for approximately $80,000 less engine.

     - Legend Aircraft - They produce a 2 place tandem single
       engine turboprop.  The kit sells for approximately $80,000 less
       engine.

Currently, several products are in-development that could be
competitive products.

They are as follows:

     - Eclipse 500 - Twin engine (Williams FJX) five-place jet;

     - Safire - Twin engine (Agilis 800) six-place jet;

     - Century CA-100 - Twin engine (Williams FJ-33) six-place jet;

     - Aerostar FJ-100 - Twin engine (Williams FJ-33) six-place jet;

     - Vantage - Single engine (Pratt-Whitney JT-15) six-place jet.

Of these development aircraft, only the Eclipse 500, the Company
believes, has a legitimate chance of reaching market.   The Safire
and Century are strictly paper designs and, currently, both are
seeking financing, and have been doing so for several years.  The
Vantage is a flying prototype that the Company believes is not certifiable.

     - Given the situation of not having a production facility or
       production line for the majority of the aircraft mentioned above, the
       marketing efforts for all five are remarkable.  Each has offered
       their product on a pre-production basis.  The aircraft can be secured
       with a refundable deposit paid in advance.

The sales totals are irrevocable evidence there is an immense demand
for a light jet such as the Bear Jet.  Moreover, given that the
majority of the above projects will likely fail, there is a "ready
made" customer base with "check in-hand" that will purchase a Company
aircraft to satisfy their need for light high speed transportation.

The Company believes it has a decided advantage over all of the
proposed competition listed above in FAR/JAR certification and
FAR/JAR production capability.

Every competitor aircraft company listed above has a common flaw, in
that, without exception, none of these companies has ever certified
an aircraft, or has any structure that remotely resembles a
production facility.

The Company believes it has a tremendous advantage over the listed
competition because of the Joint Venture with the Polish Aviation
Institute and PZL Mielec and PZL Swidnik.  By forming these Joint
Ventures, The Company is afforded the infrastructure to build
prototypes, FAR/JAR certify, and ultimately produce the aircraft
without the attendant costs associated with new program ramp-up.  The
Institute is the FAR/JAR certifying authority, therefore, the team
does not have to be created to perform the task.  PZL Mielec and PZL
Swidnik have a long history of producing certified aircraft,
therefore, the Production Certificate standards and procedures are
already in place.  As can be seen, this eliminates major development
costs that do not have to be amortized across the product cost.  The
advantages above are even further enhanced by the fact that the
Polish government is granting the Bear Jet program off-set status.
Essentially this means that if any foreign company sells military
goods, or such, into Poland, they are required to take a percentage
of that sale and re-invest in Poland.  The Company product, the Bear
Jet aircraft, will be the vehicle for the selling company to re-
invest in, as it has recently received Polish government approval,
thus giving the Company a decided advantage over its competition in
all respects.

Moreover, the Company via China, has access to very low cost highly
qualified engineers, assembly personnel, and facilities.  This
equates to an approximate 60% to 70% saving over United States costs,
plus opens up the entire Asian market for sales of aircraft to this
region.  Xian Aircraft Company and Shenyang Aircraft Corporation, two
of the largest aircraft manufacturing facilities in China, are
presently building component FAR/JAR aircraft parts for Boeing and
Airbus aircraft, so will produce Company products to FAR/JAR standards.

BEAR AEROSPACE's BUSINESS

     The current Bear Aerospace product line includes four flagship
aircraft, the Mewa/Seneca II production line, the Bear Jet, the Mini-
Widebody, and the Bear 360.   The majority of all airframe components
for the above listed aircraft will be produced in China.  Where
FAR/JAR certificates are required, final assembly will occur in
Poland.  Otherwise, final assembly will occur in Poland and China.
The Aircraft are as follows:

     - The Mewa/Seneca II is a certified executive type, 6 passenger, all-
       metal, piston-powered aircraft built in Poland with full licensed
       design rights from Piper Aircraft in the United States (Piper has
       manufactured this aircraft in the U.S. for more than 25 years).  PZL
       Mielec was the Polish manufacturer, but the Company recently
       completed purchase of this already designed, certified, and licensed
       Mewa/Seneca II aircraft production line for $488,000.  This $488,000
       purchase price also included 12 Mewa/Seneca II aircraft that are new
       manufactured, except for engines and avionics.

     - The Bear Jet is a 6-seat single-engine general aviation jet
       aircraft designed for the utility class with a range of approximately
       1200 nautical miles and cruise speeds in excess of 400 miles per
       hour.  In essence, the Bear Jet is designed to become the 21st century
       Beechcraft Bonanza . but with twice the performance.

     - The Mini-Widebody is a very unique twin-engine 8 place light
       business jet with transatlantic 4,200 plus mile capability. The
       configuration is a very conventional body over wing airline
       configuration, with the engines pods mounted on the wing, enabling a
       large usable volume fraction as compared to the more conventional
       corporate aircraft aft-fuselage mounted engine configurations. This
       pod configuration is efficient both in volume and weigh and maximizes
       the aircraft for cargo or passenger utilization.

     - The Bear 360 is a high performance two seat all metal low wing
       monoplane reminiscent of classic WWII aircraft like the Bearcat,
       Hellcat, and Skyraider.   It has 220 knot cross country performance,
       exemplary acrobatic capability, and excellent formation handling
       characteristics.  The prototype Bear 360 has completed flight testing
       at the Bear Aerospace Test Facility at California City Airport,
       California.

COMPANY FAR & JAR CERTIFIED AIRCRAFT

Mewa/Seneca II production

To expand and create an additional product line, the Company
purchased the already designed, certified, and licensed Seneca II
aircraft production line for $488,000, that had manufactured and
mass-produced Mewa/Seneca II aircraft in Poland in the recent past.
This $488,000 purchase price not only included two Mewa/Seneca II
production lines, but also included 12 Mewa/Seneca II aircraft that
are new manufactured, except for engines and avionics.

The Mewa/Seneca II is a certified aircraft built in Poland under
licensed design rights from Piper Aircraft in the United States.  It
is an executive type, 6 passenger all-metal, piston-powered aircraft.
Piper has been making this aircraft in the U.S. for more than 25
years, as it is still in high demand.  PZL Mielec was the Polish
manufacturer, but due to the breakup of the Soviet State, the
production line (made up of full documentation, construction
drawings, dies, jigs, and fixtures) ultimately fell into receivership.

The Company has an opportunity to re-start this production line,
which has the Federal Aviation Administration (FAA) authorized Type
Certificate (TC) and Production Certificate (PC) intact.  With this
product, the Company has a highly sought after, certified, ready for
production aircraft.  This capability will absolutely bolster Bear
Aerospace, Inc. as a public company, as the Mewa/Seneca II aircraft
is a real product, a timely product, with in-hand orders for
scheduled delivery dates.

At present, there are 12 Mewa/Seneca II aircraft at PZL Mielec, in a
partially completed stage.  These 12 aircraft comprise the fuselages,
wings, all metal components, composite nose cones, plexiglass
windows, full documentation, full construction drawings, no landing
gears, no subsystems, without interiors or avionics, no engines, and
no propellers.  Production of these components into finished aircraft
ready for delivery will take 6 months for the first aircraft. Full
production will start immediately thereafter so as to have a
continuing supply of production aircraft to meet the anticipated US,
European, Asian and world market demands.

The Company purchased two complete Mewa/Seneca II production lines.
One line is installed in Mielec, and the other will be installed at
Xian in China.  Xian has committed $2 million to move, install, and
start production of the second line.  This production line will be
moved, installed, and production started under a 3rd quarter 2002
joint venture between Bear Asia and Xian.

Additionally, the Company will retrofit the aircraft with newly
developed diesel aero engines from SMA Engines, France and obtain the
appropriate supplemental type certificates, through Polish aviation
authorities.  This would significantly increase the value and demand
for the Mewa/Seneca II modified to a Mewa/Seneca D, for the following
reasons:

     - The new diesel engines yield a large 15% increase in
       horsepower and greater full power torque improvement in performance
       over the existing gas engines,

     - Diesel fuel is 1/3 the price of gas in Europe - a large
       reduction in operating costs.

     - Environmental issues are real issues in Europe, and diesel
       engines are environmentally clean and pass all of the new emission
       restrictions

     - Diesel engines have a longer service life than reciprocating
       gasoline engines.

     - Diesel engines have as many as 4000 hours of flight time
       before a "major" overhaul whereas gasoline driven engines require a
       major overhaul in 2000 or 3000 hours.

     - The SMA engine develops more horsepower for the given weight-
       size ration than a comparable gasoline engine, hence greater lift
       capacity and speed at reduced operating costs.

     - Increased take-off weight of 275 pounds (125 kilograms).

The Mewa/Seneca D aircraft is designed to address both existing and
new market segments. Existing segments include owner/pilots and
corporate flight departments. New market segments expected to be
created as a result of the MEWA/SENECA D include air limo services,
same-day freight, and flight training, small regional scheduled air service.

The Mewa/Seneca D is expected, for a lower price, to offer
owner/pilots several key advantages:

     - It is faster. The Mewa/Seneca D is designed to be as fast as many
       similar piston aircraft models costing several times more.

     - It is safer. The Mewa/Seneca D is expected to be significantly
       safer to fly than any other aircraft in or near to its price range
       for several reasons: (i) The fundamental reliability of diesel
       engines combined with the redundancy of the twin-engine
       configuration; (ii) the breadth and scope of new high tech avionics
       systems and its monitoring and decision support capabilities; (iii)
       low stall speeds and benign handling characteristics.

     - It costs less. Compared to all but the smallest single piston
       aircraft, the Mewa/Seneca D should have similar or lower direct
       operating costs (DOC) per mile. For example, the Mewa/Seneca D is
       anticipated to have approximately 40% lower direct operating costs
       than the twin piston Raytheon Baron 58 and approximately 50% lower
       costs than the twin turboprop Raytheon King Air.

     - It is simple to fly. With its new avionics and flight management
       systems, the Mewa/Seneca D is designed to provide information to the
       pilot in logical and easy-to-use format, thereby reducing workloads
       and improving safety.

Bear Jet

As previously described, the Bear Jet is an all-composite, six place
single-engine general aviation jet aircraft.  It is designed to be a
utility class aircraft with an approximate 1400 nautical mile range.
Essentially, the Bear Jet is intended to be the twenty-first century
Beechcraft Bonanza with over 100% more performance.  The Bear Jet is
designed to meet US FAR-23 requirements allowing certification either
under the European Joint Aviation Regulations (JAR) process or  the
US FAR processes.

The Bear Jet flight controls are totally mechanical, except for the
flaps. Reliable push rods and torque tubes provide precise handling
and low maintenance.  The flaps and landing gear are electro-
hydraulically operated.

The Bear Jet is powered by a Williams FJ-44 turbofan engine.   The
thrust availability is approximately 1900 pounds.  This allows a 400
plus knot cruise speed with a range of approximately 1400 nautical
miles.

The aircraft will be prototyped and certified in Poland under a newly
formed Joint Venture between Bear Aerospace, PZL, and the Polish
Aviation Institute.  By forming the Joint Venture, Bear is afforded
the infrastructure to build the prototype, certify, and final
assemble the aircraft without the attendant costs associated with new
program ramp-up.  All sub-assemblies will be produced in China.  The
financing for the program will come from the initial public offering
of Bear Asia on the Hong Kong market, as well as through off-set
funding in Poland.

PZL and the Aviation Institute have a long history of certifying
aircraft, therefore the management systems and test facilities
requisite to perform such tasks are already in place.  Moreover, PZL
owns or controls several million square feet of manufacturing
facilities that will be at the disposal of the Joint Venture.

Mini-Widebody

The Company, through Bear Asia, is in the process of completing a
joint venture agreement with Xian Aircraft, for the development of
composite aircraft such as the Mini-Widebody.  Xian is a major
aerospace firm in China that specialized in the development and
manufacturing of military aircraft.  The total value of the
development and certification program is approximately $25 million.
Like the Bear Jet program, the funding for this program will be
acquired through the public offering of Bear Asia on the Hong Kong
exchange.

The basic contractual agreements are as follows:

     - Bearaerospace Poland provides the engineering, prototyping, and
       manufacturing/production capability;

     - Bear Asia provides the funding;

     - The prototype aircraft will be engineered, fabricated, tested and
       certified in Poland;

     - A production line will be established in Poland;

     - A duplicate production line will be established by Xian in China;

     - Bear Asia will assist in setting up the production line in China
       (supply prints of tooling etc. as well as supply training personnel
       under contract to Xian);

     - The Poland production line will service Europe and the Americas;

     - The China production line will service Asia and the Pacific Rim;

     -  Bear Poland will hold all marketing rights for Europe and Africa;

     - Bear US will hold the marketing rights to the Americas;

     - Bear Asia will hold all marketing rights to Asia, the Pacific Rim,
       Australia, New Zealand, and Euro-Africa.

The Mini-Widebody is a very unique aircraft in that it is a
transatlantic small business jet.  The configuration is a very
conventional plan form as compared to current and past airliners.
But very unconventional when compared to all past and current
business jets.  The Mini-Widebody can be best described as being so
conventional in appearance that it is "unconventional."

Airliners look as they do, not because of some arbitrary reason, but
because the configuration is hugely efficient both in volume and
weight.  The business jets today look as they do for the most part,
simply because Lear set the style, along with Lockheed and the
JetStar.  But if you revisit style from a volume and weight
perspective, the conventional body over wing with mounted pod engines
is far more efficient.

By using the conventional body over wing configuration, with the
engines pod mounted on the wing, the usable volume fraction is very
large as compared to an aft-fuselage mounted engine configuration.
The fuselage, in the wing/pod arrangement, can be maximized in
configuration for cargo or passenger utilization.  Hence, a smaller
aircraft foot-print, as compared to an aft-mounted arrangement, is
created for aircraft of similar cargo and passenger carrying
capability.

By having a smaller foot-print, the weight is less, thus greater
useful load capability.  This translates into greater fuel carrying
capability, which results in greater range.  This is the driving
premise for the Mini-Widebody.

The Mini-Widebody has a gross take-off weight of 13,200 pounds, yet
it is only 35.5 feet long with 38 feet wing-span.  Its cabin volume
is greater than any other jet aircraft in its weight class.
Moreover, its fuel load is sufficient for ranges greater than 4,200
nautical miles, thus it has a trans-oceanic and trans-continental
capability.

The Mini-Widebody can comfortably seat 6 passengers plus a flight
crew of two.  Its cabin volume and length is greater than a Raytheon
Beechcraft King Air 200.  The Mini-Widebody can carry in excess of
1000 gallons of fuel, and is powered by two Williams FJ-44 engines
(same engine as the Bear Jet - this should give Bear-Poland greater
negotiating ability with Williams, the engine manufacturer).  The
cruise speed is in excess of Mach .75 resulting for an extremely
clean configuration.  As compared to the highest performing jet
aircraft in its class, the Mini-Wide body can carry more, fly
further, and match the best in speed.

The construction of the Mini-Widebody is conventional from a state-
of-the-art composite point-of-view.  The entire primary and secondary
structures are carbonfibre.  Much like the Raytheon Premier One, the
fuselage is filament wound (tubular cross-section fuselage).  Not
only does the process reduce weight, but improves strength,
especially under the severe conditions imposed during high altitude
pressurization.  A side benefit of filament winding is that the cabin
side-walls can be reduced in thickness, thereby maximizing the usable
cabin area.

The overall assembly concept is module.  There are four primary
modules.  These are the fuselage, wing, horizontal, and vertical.
The fuselage is mated to the top of the single piece wing assembly.
Not only does this ease the assembly process, but also the procedure
allows the pressure vessel to remain non-violated by the main wing
carry-through structure.  This also allows the total carry-through
structure to act as a fuel tank, thus giving the Mini-Widebody the
ability to carry significantly more fuel than other aircraft in its
category.

The overall concept in design, fabrication, and assembly processes
allows the Mini-Widebody aircraft to be designed, fabricated and
assembled for costs significantly less than more conventional
processes.  The current cost predictions forecast a sales price of
less than $5,000,000.  This price is comparable to the Cessna
CitationJet, but the Mini-Widebody has almost twice the range.

THE COMPANY FAA APPROVED NON-CERTIFIED AIRCRAFT

The balance of the Company's product line is in the FAA experimental
category.  This category restricts the use of the aircraft for hire
except where exemptions have been authorized by the FAA.  These
exemptions will be described for each aircraft where they apply.
Bear 360

The Bear 360 is a high performance, two seat, all metal, low wing
monoplane; fully engineered to meet FAR Part 23 requirements.
Additionally, the aircraft has been wind tunnel tested, has been load
tested to destruction, has completed extensive flight testing at the
Bear Aerospace facility in California City, California, and has been
issued FAA approval. The aircraft is currently featured in numerous
international aviation publications and the Company has begun taking
sales purchase orders.

The Bear 360 is a high performance two seat all metal low wing
monoplane reminiscent of classic WWII aircraft like the Bearcat,
Hellcat, and Skyraider with unexcelled 220 knot cross country
performance, exemplary acrobatic capability, and excellent formation
handling characteristics.   The company will start production in the
second quarter of 2002, and deliveries will begin in the fall of
2002.  Several additional aircraft designs have been completed and
will be launched at a later date.  These aircraft include the Turbo
Bear (a turbine powered version of the Bear 360) and the Badger (a
turbine powered high wing cargo aircraft for use by customers such as
Federal Express and United Parcel Service).

The Bear 360 aircraft was the first aircraft to come from the Joint
Venture between Yakovlev Aircraft Company, a private Russian company,
from the famous Yakovlev Design Bureau, and Bear Aerospace.  Sergei
Yakovlev, chief designer of the Yakovlev internationally renowned
design team, designed the Bear 360 to a unique set of standards.
These standards encompassed requirements for excellent takeoff,
landing, and in-flight handling characteristics, coupled with
outstanding acrobatic and formation handling capabilities (air show
and racing operations).  Additionally, the requirements also
specified having 220 knot cross country capability, and yet have low
ownership and low maintenance costs.  The task was accomplished and
verified in over 1000 hours of wind tunnel testing.

The initial production start-up in first quarter 2003 will either be
at the Xian Aircraft factory in China or at the Bear 360 prototype
factory in Orenburg, Russia.

Even though the Bear 360 will be offered in the fully assembled
format, the aircraft will be sold in the experimental category.  The
Bear 360 was designed for the FAA "sport" type aircraft category and
any use on a "for-hire" basis are not anticipated.  Therefore, the
high cost of certification is not warranted.

Currently, there are only two competitors in the FAA experimental
market place to the Bear 360.  They are as follows:

A.  Viper Jet - They produce a 2 place tandem single engine jet.  The
kit sells for approximately $80,000, without an engine.

B.  Legend Aircraft - They produce a 2 place tandem single engine
turboprop.  The kit sells for approximately $80,000, without an engine.

Fully assembled and ready to fly, the above competitor aircraft cost
approximately $250,000 each. The Bear 360 is being sold for between
$125,000 to $175,000, depending on the options that may be selected.

STRATEGIC PARTNERSHIPS

The Company, in Nov 2001, formed a wholly-owned new company called
Bearaerospace Poland, sp.  zo.o. in Poland.

This new Polish company, in Nov 2001, entered into a Joint Venture
relationship with the Polish Aviation Institute, the aircraft
certifying board for Poland, having the capability and authority to
certify aircraft to FAR and JAR standards.  The Institute, founded in
1926 and analogous to both NASA and the FAA in the U.S., is
responsible for (a) research and development activity in
aerodynamics, flight mechanics, and structural strength; (b)
development work in basic fields connected with aviation; and (c)
design, testing, and certificate approval of all aviation equipment
for the Polish aviation industry.

In Nov 2001, Bearaerospace Poland entered into a separate Joint
Venture with PZL Mielec in Poland, to build and certify aircraft, and
in Feb 2002, entered into a separate Memorandum of Understanding with
PZL Swidnik in Poland, to build and certify composite aircraft and
helicopters.  These PZL companies are major international aerospace
firms that have been in existence since 1938 and 1951 respectively.
Over this period, tens of thousands of new certified civil and
military aircraft have been built in these PZL production facilities,
and today, they are the largest Polish manufacturing and exporters of
various types of certified aircraft, both large and small, ranging
from commuter airline type aircraft to agricultural purpose aircraft.
The Company, on Jan 6, 2002, through a 50/50 partnership with
Asia/USA Trade Ventures, formed Bear Asia Aerospace, LTD., in Hong Kong.

Bear Asia Aerospace, LTD is a Hong Kong and China company that is
currently working with Deloitte Touche in Hong Kong to complete an
IPO on the Hong Kong stock exchange within the next 12 months.
Currently there is no publicly listed aerospace company on the Hong
Kong stock exchange, thus presenting a significant strategic
opportunity to penetrate the Hong Kong securities market.

Bear Asia is in the aerospace business of manufacturing general
aviation aircraft in China. Bear Asia is in the business of marketing
and selling these aircraft (both fixed wing and helicopters) into the
immense and rapidly growing Chinese market, plus the rest of the
world.  Bear Asia anticipates having, in the near future, signed
agreements with the two of the four largest aerospace manufacturers
in China.  They are as follows:

In Feb 2002, a Memorandum Of Understanding was signed between
parties from Shenyang Aircraft Company and Bear Asia for mutual
cooperation to assist each other in the development,
certification, production and sale of aircraft and ancillary
products between the US, China and Poland. Shenyang Aerospace, a
major aerospace firm in China for the past 50 years, specializes
in the development and manufacture of military and civilian
aircraft ranging from the largest producer of military fighter
aircraft and passenger planes to sub-assemblies of Boeing B-737 airliners.

By July 2002, a Memorandum Of Understanding will be signed with
the Xian Aircraft Company, to establish a second Mewa/Seneca II
aircraft production line in China.  Xian is committing $2
million for the Mewa/Seneca II relocation from Poland and
installation into their facility.  Xian, the center of a high-
tech 56 billion Yuan per year industry trade and commerce
center, having 90,000 scientist-engineers and 850,000
technicians, is the only aircraft certifying and flight test
center in China.

By establishing these relationships, the partnership will be afforded
several million square feet of manufacturing space, as well as and
more importantly, the attendant expertise, in a strategic market
area, the Pacific Rim.  By doing so, the partnership will be able to
deliver aircraft at a cost far less than the current competition.

COMPANY STRATEGY

The formation of these strategic relationships will allow the Company
to have both FAR and  JAR certification capabilities; use of several
million square feet of manufacturing facilities; access to numerous
test facilities, dedicated support from specialized engineering
staffs; as well as an international marketing capability at its disposal.

The above stated capability is required to build three certified
aircraft, as follows:

     - Mewa/Seneca II, a Piper Seneca derivative with SMA aero
       diesel-engines; and

     - Bear Jet, a six-place single engine business jet;

     - Mini-Widebody, a light twin engine long range eight-place
       business jet.

The Company believes that it will offer aircraft at a comparatively
low price by:

     - Containing costs of obtaining FAA certification and amendments
       to such certification,

     - Containing costs of manufacturing,

     - Using derivative designs from existing aircraft, thereby
       eliminating the high development costs attendant with new designs.

The Company believes that it will be able to obtain its Type
Certificate for the Bear Jet and Mini-Widebody aircraft at a
significantly lower cost than its competitors due to the Company's
unique overseas relationships, resulting in the Company's ability to
contain administrative costs and overhead expenses allocated to the
development and certification process.

The Company believes it will be able to obtain its Production
Certificate for the Bear Jet and Mini-Widebody aircraft and control
manufacturing costs by producing most of the tooling, jigs, dies and
molds required for the manufacture of its aircraft in-house. Also,
because the Company will produce the airframe and most of the
associated components of its aircraft in Poland and China, the costs
will be one-third to one-quarter that expected domestically.

Employees

As of December 31, 2001, the Company had two employees, who will
devote that amount of time necessary to properly fulfill their
duties.  The Company anticipates that the number of employees will
increase over the next twelve months. The Company does not have any
collective bargaining agreements covering any of its employees, has
not experienced any material labor disruption and is unaware of any
efforts or plans to organize its employees. The Company considers
relations with its employees to be good.

ITEM 2. PROPERTIES.

The Issuer rents office space at 23401 Park Sorrento, Suite 18,
Calabasas, California 91302 and rents airplane hangar space at Van
Nuys Airport and California City Airport.  The combined total of space
from the office space and the two airports is 6200 square feet.  The
Issuer believes that the office and hangar space rented is adequate
for the issuer's needs in the near future.

ITEM 3. LEGAL PROCEEDINGS.

Other than as set forth below, the Company is not a party to any
material pending legal proceedings and, to the best of its knowledge,
no such action by or against the Company has been threatened.
The Company is subject to legal proceedings and claims that arise in
the ordinary course of its business.  Although occasional adverse
decisions or settlements may occur, the Company believes that the
final disposition of such matters will not have material adverse
effect on its financial position, results of operations or liquidity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were not any matters that were submitted during the fiscal year
2001 to a vote of the security holders other than those matters
discussed in any Form 8-K filings by the Company.

PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

There was no public trading market for the issuer's securities in
2000 or in 2001 to date. As of June 27, 2002, there were approximately
17 holders of record of the Company's common stock. The Company
currently is in the process of having its common stock listed on the
OTC Bulletin Board maintained by members of the National Association
of Securities Dealers, Inc. ("NASD"), although no assurances can be
given that this listing will occur.

The ability of individual stockholders to trade their shares in a
particular state may be subject to various rules and regulations of
that state. A number of states require that an issuer's securities be
registered in their state or appropriately exempted from registration
before the securities are permitted to trade in that state.
Presently, the Company has no plans to register its securities in any
particular state. Further, most likely the Company's shares will be
subject to the provisions of Section 15(g) and Rule 15g-9 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets
forth certain requirements for transactions in penny stocks and Rule
15g-9(d)(1) incorporates the definition of penny stock as that used
in Rule 3a51-1 of the Exchange Act.

The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions. Rule 3a51-1 provides that any equity security
is considered to be a penny stock unless that security is: registered
and traded on a national securities exchange meeting specified
criteria set by the Commission; authorized for quotation on The
NASDAQ Stock Market; issued by a registered investment company;
excluded from the definition on the basis of price (at least $5.00
per share) or the issuer's net tangible assets (at least $2 million);
or exempted from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares will be
subject to additional sales practice requirements of broker-dealers
who sell penny stocks to persons other than established customers and
accredited investors, generally persons with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse.

For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities
and must have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction
involving a penny stock, unless exempt, the rules require the
delivery, prior to the first transaction, of a risk disclosure
document relating to the penny stock market. A broker-dealer also
must disclose the commissions payable to both the broker-dealer and
the registered representative, and current quotations for the
securities. Finally, monthly statements must be sent disclosing
recent price information for the penny stocks held in the account and
information on the limited market in penny stocks. Consequently,
these rules may restrict the ability of broker-dealers to trade
and/or maintain a market in the Company's Common Stock and may affect
the ability of stockholders to sell their shares.

Dividend Information

The Company has not declared or paid cash dividends on its Common
Stock or made distributions in the past, and the Company does not
anticipate that it will pay cash dividends or make cash distributions
in the foreseeable future, other than non cash dividends described
below. The Company currently intends to retain and invest future
earnings, if any, to finance its operations.

Transfer Agent

Atlas Stock Transfer Corp., 5899 South State St., Salt Lake City,
Utah 84107 is the Company's transfer agent.

ITEM 6. PLAN OF OPERATION.

(a)  Twelve Month Plan of Operation.

In the year 2001, the Company will focus its attention on
acquiring the funds necessary to implement its business plan by
further developing its products lines, marketing development and
deployment of its airplanes.  The Company may focus on
infrastructure, as well as possibly seeking strategic partners.
The Company further intends to focus on the following:

(1) The Company is in the development stages, and is expected to
roll out its product this year. Although minor delays have occurred,
the Company is ready to move forward.  The Company intends to
position itself for a full-scale product launch. Further development
and testing of the production model will be ongoing.

(2) With the proper funding, the Company has already identified
key personnel to enhance the Company and ensure the continued
evolution and success of current products and to design and develop
new technology.

(3) The Company will seek out as to whether there is patent
applications in its products or mechanical applications.

(4) Where permissible, the Company intends to demonstrate its
products to media and shareholders of the Company throughout the
course of the year.

(5) Continue to build Company and product exposure through newly
formed alliances with Investor/public relations firm, industry
experts, media and other key professionals.

(6) The Company will attempt to secure additional funding
through a SB-2.

(7) The Company will seek alliances with original equipment
manufacturers; retrofit market and related enterprises for its
existing and future technology.

(8) The Company may need to relocate its offices to a more
spacious center that is able to house existing employees and
anticipated expansion if the Company grows larger than its current
operations.

Recent Accounting Pronouncements

The Company adopted Statement of Financial Accounting Standards No.
132, Employers' Disclosures about Pension and Other -Post Employment
Benefits ("SFAS 132"). SFAS No. 132 establishes disclosure
requirements regarding pension and post employment obligations. SFAS
No. 132 does not effect the Company as of December 31,2001.

In March 1998, Statement of Position No. 98-1 was issued, which
specifies the appropriate accounting for costs incurred to develop or
obtain computer software for internal use. The new pronouncement
provides guidance on which costs should be capitalized, and over what
period such costs should be amortized and what disclosures should be
made regarding such costs. This pronouncement is effective for fiscal
years beginning after December 15, 1998, but earlier application is
acceptable. Previously capitalized costs will not be adjusted.  The
Company believes that it is already in substantial compliance with
the accounting requirements as set forth in this new pronouncement,
and therefore believes that adoption will not have a material effect
on financial condition or operating results.

In April 1998, Statement of Position No. 98-5 was issued which
requires that companies' expense defined previously capitalized
start-up costs including organization costs and expense future start-
up costs as incurred. Adoption of this statement does not have an
effect on financial condition or operating results.

The Company adopted Statement of Financial Standards No. 133,
Accounting for Derivative Instruments and for Hedging Activities
("SFAS No. 133"). SFAS No. 133 requires that certain derivative
instruments be recognized in balance sheets at fair value and for
changes in fair value to be recognized in operations. Additional
guidance is also provided to determine when hedge accounting
treatment is appropriate whereby hedging gains and losses are offset
by losses and gains related directly to the hedged item. SFAS No.
133's impact on the Company's consolidated financial statements is
not expected to be material as the Company has not historically used
derivative and hedge instruments.

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 (" SAB 101"), Revenue Recognition in
Financial Statements, which will become effective December 31, 2000.
The Company does not expect the standard to have a material effect on
its results.

In March 2000, the Financial Accounting Standards Board issued
interpretation No. 44 (FIN 44), "Accounting for Certain Transactions
Involving Stock Compensation, and Interpretation of APB Opinion No.
25".  FIN 44 clarifies the application of APB No. 25 for (a) the
definition of employee for purposes of applying APB 25, (b) the
criteria for determining whether a plan qualifies as a non
compensatory plan, (c) the accounting consequences of various
modifications to previously fixed stock options or awards, and (d)
the accounting for an exchange of stock compensation awards in a
business combination.  FIN 44 is effective July 2, 2000 but certain
conclusions cover specific events that occur after December 15, 1998
or January 12, 2000.  The adoption of FIN 44 did not have an affect
on the Company's financial statements but may impact the accounting
for grants or awards in a future period.

In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 141, Business
Combinations (FAS 141), and FAS 142, Goodwill and Other Intangible
Assets (FAS 142).  FAS 141 addresses the initial recognition and
measurement of goodwill and other intangible assets acquired in a
business combination.  FAS 142 addresses the initial recognition and
measurement of intangible assets acquired outside of a business
combination, whether acquired individually or with a group of other
assets, and the accounting and reporting for goodwill and other
intangibles subsequent to their acquisition.  These standards require
all future business combinations to be accounted for using the
purchase method of accounting.  Goodwill will no longer be amortized
but instead will be subject to impairment tests at least annually.
The Company is required to adopt FAS 141 and FAS 142 on a prospective
basis as of January 1, 2002; however, certain provisions of these new
standards may also apply to any acquisitions concluded subsequent to
June 30, 2001.  As a result of implementing these new standards, the
Company will discontinue the amortization of goodwill as of December
31, 2001.  The Company does not believe that the adoption of FAS 141
or 142 will have a material impact on is consolidated financial
statements.

In October 2001, the Financial Accounting Standards Board issued FAS
144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
(FAS 144).  FAS 144 addresses financial accounting and reporting for
the impairment or disposal of long-lived assets.  This statement
supersedes FAS 121, "Accounting for the Impairment of Long Lived
Assets for Long-Lived Assets to be Disposed of" (FAS 121) and related
literature establishes a single accounting model, based on the
framework established in FAS 121, for long-lived assets to be
disposed of by sale.  The Company is required to adopt FAS 144 no
later than January 1, 2002.  The Company does not believe that the
adoption of FAS 144 will have a material impact on its consolidated
financial statements.

Trends, Risks and Uncertainties

The Company has sought to identify what it believes to be the most
significant risks to its business as discussed in "Risk Factors"
above, but cannot predict whether or to what extent any of such risks
may be realized nor can there be any assurances that the Company has
identified all possible risks that might arise.  Investors should
carefully consider all of such risk factors before making an
investment decision with respect to the Company's stock.

Limited operating history; anticipated losses; uncertainly of future results

The Company has only a limited operating history upon which an
evaluation of the Company and its prospects can be based.  The
Company's prospects must be evaluated with a view to the risks
encountered by a company in an early stage of development.    To the
extent that such expenses are not subsequently followed by
commensurate revenues, the Company's business, results of operations
and financial condition will be materially adversely affected.  There
can be no assurance that the Company will be able to generate
sufficient revenues from the sale of its products.  The Company
expects negative cash flow from operations to continue for the next 12
months as it continues to develop and market its products.  If cash
generated by operations is insufficient to satisfy the Company's
liquidity requirements, the Company may be required to sell additional
equity or debt securities.  The sale of additional equity or
convertible debt securities would result in additional dilution to the
Company's shareholders.

Potential fluctuations in quarterly operating results the Company's
quarterly operating results may fluctuate significantly in the future
as a result of a variety of factors, most of which are outside the
Company's control, including:  the demand for the Company's products;
seasonal trends in demand; the amount and timing of capital
expenditures and other costs relating to the expansion of the
Company's operations; the introduction of new products by the Company
or its competitors; price competition or pricing changes in the
industry; technical difficulties; general economic conditions, and
economic conditions specific to the litigation funding market.  The
Company's quarterly results may also be significantly affected by the
impact of the accounting treatment of acquisitions, financing
transactions or other matters.  Particularly at the Company's early
stage of development, such accounting treatment can have a material
impact on the results for any quarter.  Due to the foregoing factors,
among others, it is likely that the Company's operating results will
fall below the expectations of the Company or investors in some future
quarter.

Risks associated with acquisitions

Although the Company does not presently intend to do so, as part of
its business strategy in the future, the Company could acquire assets
and businesses relating to or complementary to its operations.  Any
acquisitions by the Company would involve risks commonly encountered
in acquisitions of companies.  These risks would include, among other
things, the following:  the Company could be exposed to unknown
liabilities of the acquired companies; the Company could incur
acquisition costs and expenses higher than it anticipated;
fluctuations in the Company's quarterly and annual operating results
could occur due to the costs and expenses of acquiring and integrating
new businesses or technologies; the Company could experience
difficulties and expenses in assimilating the operations and personnel
of the acquired businesses; the Company's ongoing business could be
disrupted and its management's time and attention diverted; the
Company could be unable to integrate successfully.

ITEM 7. FINANCIAL STATEMENTS.

Financial statements as of and for the year ended December 31, 2001,
and for the year ended December 31, 2000 are presented in a separate
section of this report following Part IV.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

Not Applicable

PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT.

Officers and Directors.

The names, ages, and respective positions of the directors, executive
officers, and key employees of the Company are set forth below; there
are no other promoters or control persons of the Company. The
directors named below will serve until the next annual meeting of the
Company's stockholders or until their successors are duly elected and
have qualified. Directors are elected for a one-year term at the
annual stockholders' meeting. Officers will hold their positions at
the will of the board of directors, absent any employment agreement.
The directors and executive officers of the Company are not a party
to any material pending legal proceedings and, to the best of their
knowledge, no such action by or against them has been threatened.
Compensation of Directors

Directors currently do not receive a salary for their services and
are not paid a fee for their participation in meetings, although all
Directors are reimbursed for reasonable travel and other out-of-
pocket expenses incurred in attending meetings of the Board.  The
Company anticipates that the Directors will be compensated for
attending meetings in the future.

Skip James Holm, Director

Skip James Holm, age 57, is a Director and President of the Company
and Bear Aerospace, Inc.  From 1996 to 2001, he was president of both
Bearcraft Aviation LLC and Bear Aerospace, Inc.  From Oct 1966 to Aug
1978, he served, through the rank of Major, in the United States Air
Force, before entering the Air Force Reserve and serving until Dec
1990 in the rank of  Lt. Colonel.

Mr. Holm had a very distinguished career as a fighter combat/test
pilot while in service.  He currently holds the US record with over
1000 actual combat hours in fighter aircraft, and has received no
less than 42 medals, decorations, and awards.  These include 3
Distinguished Flying Crosses, 25 Air Combat Medals, and 7 Viet Nam
Combat Medals.  From 1978 to 1994, Mr. Holm served as an engineering
test pilot for Lockheed Aircraft, "Skunk Works" division.  During his
employment with Lockheed, he was an engineering test pilot for cockpit
and system design reviews, aircraft design reviews, flight test,
production test, production acceptance, and flight test reporting on
F-22, F-117, U-2R, TR-1 programs and numerous other classified fighter
aircraft projects.

From 1999 to 2000, Mr. Holm served on the Board of Directors for
Platforms International Corporation, a publicly traded company.
During his involvement with Platforms, he was the Director of Flight
Operations for the company and its affiliates.

In September, 2000, Mr. Holm won the prestigious Unlimited Reno Air
Races, which he also won in 1981 and 1984.  Mr. Holm has a BS in
aeronautical engineering from North Dakota State in 1966 and a MS in
aeronautical engineering/system management from the University of
Southern California in 1976.

David J. Fawcett, Director

David J. Fawcett, age 49, is a Director and Executive Vice-President,
Secretary, Treasurer of Bear Aerospace, Inc.  From 1998 to 2001, he
was vice-president of Bear Aerospace, Inc.

From 1995 to 2001, he was a partner in AirBoss Aerospace, a
partnership with offices in Reno, Nevada and Colorado Springs,
Colorado.   At AirBoss, Mr. Fawcett worked on 10 aircraft design
programs as an airframe configurator and on 17 other programs as a
financial advisory, system designer, or flight-test consultant.  In
1989, Mr. Fawcett became affiliated, as a private contractor, with
the law firm of Pariser and Pariser, located in Columbus, Ohio that
specializes in investment/collection law.  Within the law firm, Mr.
Fawcett founded an investment organization, Professional Assets
Services, Inc., specializing in the financing of industrial product
development and aviation projects.  Through his involvement in these
investment efforts he became involved with Bede Aircraft Corporation
as a finance advisor.  While at Bede, Mr. Fawcett met Mr. Mark
Bettosini, and, together, formed AirBoss Aerospace.

From 1982 to 1988, Mr. Fawcett became affiliated with Columbus
Testing Inc., a research and test facility in Columbus, Ohio, as an
independent consultant.  He became a professional witness in
Washington D.C. on a structural building failure.  During this
period, he was a consultant to the US Naval Department and NRL (Naval
Research Lab) concerning a major steam-pipe installation failure on
the NRL facilities.  From 1975 to 1981, Mr. Fawcett founded a
construction company, MCEE/Shana Industries Corp., specializing in
industrial/steel construction.    During that time period, Mr.
Fawcett invented, and put into production, an on-site manufacturing
process for metal building panels, which is still being used today. .
Additionally, between 1981 to 1982, Mr. Fawcett managed, as program
manager, a multimillion-dollar construction program in Lagos, Nigeria
for a newspaper facility owned by IBRU Corporation.  In 1982, he sold
the construction and manufacturing company.

From 1979 to 1981, Mr. Fawcett owned, in partnership as an
investment, an oil and gas drilling and exploration company,
Riverside Drilling Corp./Cambrian Resources Corporation.  The company
was sold in 1981.  Mr. Fawcett received a Bachelor of Science degree
in Bio-chemistry/physics from Ohio State University.

Paul C. Spitzer, Director

Paul C. Spitzer, age 52, is a Director of the Company.  Since June
2000, Mr. Spitzer has been the branch office manager for First Union
Securities located in La Jolla, California.  As branch manager, he
manages over $100,000,000 for more than 100 clients.  From 1973 to
1985, Mr. Spitzer owned and operated a general construction firm in
Sun Valley, Idaho.  After relocating to San Diego, CA, he accepted a
position in the securities industry with Stuart and James in March 1988.

In January 1990, Mr. Spitzer accepted a securities position at A.G.
Edwards & Sons.  At A.G. Edwards, he found and completed two corporate
finance deals for Cobra Golf totaling over $60 million.  These
included both an Initial Public Offering and a follow-on (secondary)
offering.  Mr. Spitzer distinguished himself during this same time
period by receiving both Presidents & Chairman's Council appointments.
Beginning in 1968, Mr. Spitzer attended Idaho State University for
four years.

(b)  Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons holding 10% or more
of the Company's common stock to file reports regarding their
ownership and regarding their acquisitions and dispositions of the
Company's common stock with the Securities and Exchange Commission.
Such persons are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.

Based solely on a review of the Forms 5 with respect to the fiscal
year ended December 31, 2001 and subsequently, the Company is unaware
that any required reports were not timely filed. The Company is
currently conducting an internal audit to ensure that the Company's
Officers and/or Directors, as well as persons holding more than 10% of
the Company's outstanding common stock, are in Compliance with Section
16(a) of the Securities and Exchange Act of 1934.  It is the Company's
intention to ensure, where possible, from the date of this filing
forward, complete compliance according to this Section.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth certain information relating to the
compensation paid by the Company during the last three fiscal years
to the Company's Chief Executive Officer. No other executive officer
of the Company received total salary and bonus in excess of $100,000
during the fiscal year ended December 31, 2001 and prior.



<TABLE>
<CAPTION>

                                          Summary Compensation Table

                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                 Other           Restricted   Securities
principal                                annual             stock     underlying      LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs    payouts compensation
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
  (a)          (b)        (c)     (d)       (e)             (f)           (g)           (h)
<S>            <C>      <C>      <C>     <C>             <C>          <C>             <C>     <C>

Skip Holm,     2001      0        0       0               0            0               0       0
President      2000      0        0       0               0            0               0       0
</TABLE>



Executive Compensation

The Company has not paid any compensation to its officers and/or
directors since its inception, and the Company does not expect to pay
any compensation in any amount or of any kind to its executive
officers or directors until the funds are available to pay them
without inhibiting growth of the Company.  If and when the Company
has raised sufficient working capital, either through equity or
through revenues, the Company will commence paying salaries.
Additional benefits under the employment agreements include health,
major medical and dental benefits as well as a life insurance policy
with a death benefit of not less than $1,500,000.  In addition, the
Company will provide an automobile or monthly car allowance, such
benefit not to exceed $600 per month.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth information regarding the beneficial
ownership of shares of the Company's common stock as of June 27, 2002
(issued and outstanding) by (i) all stockholders known to the Company
to be beneficial owners of more than ten percent of the outstanding
common stock; and (ii) all directors and executive officers of the
Company as a group:

Title of         Name and Address                  Amount of       Percent of
Class            of Beneficial Owner(1)            Beneficial         Class
                                                   Ownership(2)

Common Stock     Skip James Holm                   50,062,834(3)     45.65%
                 23401 Park Sorrento, #18
                 Calabasas, CA 91302

Common Stock     David Fawcett                     18,567,166        16.93%
                 23401 Park Sorrento, #18
                 Calabasas, CA 91302

Common Stock     Paul Spitzer                               0         0.00%
                 23401 Park Sorrento, #18
                 Calabasas, CA 91302

Common Stock     Holms Family Trust                24,146,667(3)     22.02%
                 23401 Park Sorrento, #18
                 Calabasas, CA 91302

Common Stock     Shares of all directors and       92,776,667        84.60%
                 executive officers as a group
                 (4 persons)

(1) Each person has sole voting power and sole dispositive power as
to all of the shares shown as beneficially owned by them.

(2) Other than as footnoted below, none of these security holders has
the right to acquire any amount of the shares within sixty days from
options, warrants, rights, conversion privilege, or similar
obligations. The amount owned is based on issued common stock, as
well as stock options that are currently exercisable.

(3) This family trust is administered by Skip Holm, who has sole
voting power for the shares owned by the trust.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the past two years, and as not otherwise disclosed of in any
other filing, there have not been any transaction that have occurred
between the Company and its officers, directors, and five percent or
greater shareholders, unless listed below.

Certain of the officers and directors of the Company are engaged in
other businesses, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on a board of directors. As a result, certain conflicts of interest
may arise between the Company and its officers and directors. The
Company will attempt to resolve such conflicts of interest in favor
of the Company. The officers and directors of the Company are
accountable to it and its shareholders as fiduciaries, which requires
that such officers and directors exercise good faith and integrity in
handling the Company's affairs. A shareholder may be able to
institute legal action on behalf of the Company or on behalf of
itself and other similarly situated shareholders to recover damages
or for other relief in cases of the resolution of conflicts is in any
manner prejudicial to the Company.

PART IV.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

Exhibits.

Exhibits included or incorporated by reference in this document are
set forth in the Exhibit Index.

Reports on Form 8-K.

There were no reports on Form 8-K filed during the last quarter of
the fiscal year covered by this report.

                                   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

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Company and in the capacities and on the date indicated:

                                           /s/ Skip Holm
                                           Skip Holm
                                           President/CEO/Director
July 6, 2002
                                          /s/ David Fawcett
                                          David Fawcett
                                          Secretary/Treasurer/Director
July 6, 2002
                                         /s/ Paul Spitzer
                                         Paul Spitzer
                                         Director
July 6, 2002

                          FINANCIAL STATEMENTS
                       DECEMBER 31, 2001 AND 2000

                      FORMING A PART OF ANNUAL REPORT
              PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
                         Bear Aerospace Corporation

                            BEAR AEROSPACE, INC.
                      CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2001
                          DECEMBER 31, 2000

                         BEAR AEROSPACE, INC.

                                CONTENTS

                                                                    Page

Independent Auditor's Report                                           1

Financial Statements
  Balance Sheets                                                       2
  Statements of Operations                                             3
  Statement of Changes in Stockholders' Equity                         4
  Statements of Cash Flows                                             5

Notes to Financial Statements                                        6-7

                          INDEPENDENT AUDITOR'S REPORT

Board of Directors
Bear Aerospace, Inc.
Calabasas, California


     I have audited the accompanying balance sheets of Bear
Aerospace, Inc. as of December 31, 2001 and December 31, 2000, and
the related statements of operations, stockholders' equity, and cash
flows for each of the years in the period ended December 31, 2001.
These financial statements are the responsibility of the Company's
management.  My responsibility is to express an opinion on these
financial statements based on my audits.

     I conducted my audit in accordance with generally accepted
auditing standards.  Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  I believe that my audits provide a
reasonable basis for my opinion

     In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Bear Aerospace as of December 31, 2001 and December 31, 2000, and the
results of their operations and its cash flows for each of the two
years in the period ended December 31, 2001, in conformity with
generally accepted accounting principles.

Kurt D. Saliger, C. P. A.
May 09, 2002
Las Vegas, Nevada

                             BEAR AEROSPACE, INC.
                               BALANCE SHEETS

                                              December 31        December 31
                                                  2001               2000

                                    ASSETS

CURRENT ASSETS
 Cash                                         $     168         $     6,290
 Inventory                                      497,976              12,276
 Accounts Receivable                            213,447                   0
  TOTAL CURRENT ASSETS                        $ 711,591         $    18,566

PROPERTY AND EQUIPMENT, NET                   $ 162,000         $         0

OTHER ASSETS                                          0                   0
  TOTAL ASSETS                                $ 873,591         $    18,566

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                             CURRENT LIABILITIES

Accounts Payable                              $ 660,657         $   63,870
Accrued Liabilities                                   0                  0
Current Portion, Long Term Debt                       0                  0
  TOTAL CURRENT LIABILITIES                   $ 660,657         $   63,870

LONG-TERM DEBT                                        0                  0
STOCKHOLDERS' EQUITY
 Common Stock, $0.001 par value
 authorized 190,000,000 shares;
 issued and outstanding 750 shares                              $    2,278
109,666,667 shares                              109,667

Additional Paid in Capital                      340,305             47,179

Retained Earnings (Deficit)                    (237,038)           (94,761)
  TOTAL STOCKHOLDERS' EQUITY                  $ 212,934        $   (45,304)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 873,591        $    18,566

                See accompanying notes to financial statements.

                              BEAR AEROSPACE, INC.
                             STATEMENT OF OPERATIONS

                                                    For the        For the
                                                  year ended      year ended
                                                 December 31      December 31
                                                      2001           2000

REVENUES                                           $       0        $       0
COSTS OF REVENUES                                          0                0
GROSS PROFIT                                               0                0

OPERATING EXPENSES
Selling, general and administrative                  124,277           74,951
Depreciation                                          18,000                0
 TOTAL OPERATING EXPENSES                            142,277           74,951
 INCOME (LOSS) FROM OPERATIONS                      (142,277)         (74,951)

OTHER INCOME (EXPENSES)
Gain on sale of assets                                     0                0
Interest income                                            0                0

INCOME (LOSS0 BEFORE INCOME TAXES                   (142,277)
Income Taxes                                               0                0
  NET PROFIT (LOSS)                                 (142,277)         (74,951)

NET PROFIT (LOSS) PER SHARE                          (0.0013)       (114.6680)

AVERAGE NUMBER OF SHARES OF COMMON
STOCK OUTSTANDING                                109,666,667              750

                 See accompanying notes to financial statements.

                             BEAR AEROSPACE, INC.
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                             December 31, 2001



<TABLE>
<CAPTION>
Common Stock
                                       Number                          Additional        Retained
                                        of                             Paid In           Earnings
                                       Shares          Amount          Capital           (Deficit)
<S>                                    <C>            <C>              <C>               <C>
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                                                     $   12,011
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 December 31, 2001                                                                     $ (142,277)

Balance June 30, 2001             109,666,667         $  109,667       $   340,305       $ (237,038)
</TABLE>


                   See accompanying notes to financial statements.

                                  BEAR AEROSPACE, INC.
                                 STATEMENT OF CASH FLOWS

                                                     For the         For the
                                                   year ended       year ended
                                                   December 31      December 31
                                                       2001             2000

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                  $  (142,277)$    $  (86,001)
Adjustments to reconcile net income
(loss) to cash provided by operating
activities:
 Depreciation                                           18,000               0
 Increase in accounts receivable                      (213,447)              0
 Increase in inventory                                (485,700)        (12,276)
 Increase in accounts payable                          596,787          76,079
 Increase in accrued liabilities                             0               0
 Decrease in accrued liabilities                             0               0
Net cash provided by operating activities             (226,637)        (22,198)

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property & equipment                     (180,000)              0
Net cash (used in) investing activities               (180,000)              0

CASH FLOWS FROM FINANCING ACTIVITIES
 Issue common stock                                    400,515               0
 Net increase (decrease) in cash                        (6,122)        (22,198)
Cash, Beginning of Period                                6,290          28,488
Cash, Ending of Period                                     168           6,290

                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 December 31, 2001
and December 31, 2000.

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 5 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 dilative common stock
equivalents had been converted to common stock.  As of December 31,
2001 and December 31, 2000, the Company had no dilative common stock
equivalents such as stock options.

NOTE 3 - PROPERTY AND EQUIPMENT

The Company's property and equipment consisted of the following:

                                           December 31        December 31
                                                2001              2000

Leasehold improvements                      $      0           $      0
Manufacturing equipment                      180,000                  0
Computer equipment, office
Furniture and other                                0                  0
                                             180,000                  0
Less:  Accumulated depreciation              (18,000)                 0
                                             162,000                  0

NOTE 4 - STOCKHOLDERS' EQUITY

The authorized common stock of Bear Aerospace 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 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.

                                 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).

(23)  Consent of Kurt D. Salinger, CPA is filed herein.