10-K 1 ticnk.txt 10-K 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, 2000 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 TheInternetCorp.net, Inc. (Exact name of registrant as specified in its charter) Nevada 88-0424430 (State or jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 3700 Susan St., Suite 200, Santa Ana, California 92704 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (949) 770-2578 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 Check whether the issuer (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 ------- -------- Check if there is no disclosure of delinquent filers in response to Item 405 or Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant'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 issuer's revenues for the most recent fiscal year: $6,275.00 The number of shares outstanding of the Company's $.001 Par Value Common Stock, as of December 31, 2000 were 12,910,000. The aggregate number of shares of the voting stock held by non-affiliates on December 31, 2000 was 0. The Company's common is not traded on any exchange or other trading medium. DOCUMENTS INCORPORATED BY REFERENCE: None. 1 As of December 31, 2000, the Registrant had 12,910,000 shares of common stock issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes No X --- --- PART I. Item 1. Description of Business. TheInternetCorp.net, Inc. (the "Company") was organized under the laws of the State of Nevada on April 29, 1999, and has December 31 as its fiscal year end. Since inception, the primary activity of the Company has been directed to organizational efforts. The Company was formed as a vehicle to acquire a private company desiring to become an SEC reporting company in order thereafter to secure a listing on the OTC Electronic Bulletin Board. In May, 1999, the Company entered into an Agreement and Plan of Reorganization to acquire RiderNews.com, Inc. ("Rider"), a Florida corporation formerly known as Cycle-Parts.com, Inc. This agreement provided for the Company to issue and register 10,660,000 shares of its common stock (post-split) to the shareholders of Rider and reserve for issuance and register 2,000,000 shares of its common stock for issuance upon exercise of Rider's outstanding warrants, which will be converted into warrants to purchase the Company's common stock, upon the same terms and conditions of the outstanding Rider warrants. The Company has filed its Registration Statement on Form S-4 to register the stock issuance described above. The Registration Statement has not been declared effective and the Company has voluntarily withdrawn the S-4. The Company has terminated that previous agreement and on June 26, 2000 enter into the Exchange Agreement and Plan of Reorganization with RiderNews.com, Inc. This agreement provided for the Company to issue 11,060,000 shares of its common stock to the shareholders of Rider and reserve 500,000 shares of its common stock for issuance upon exercise of Rider's outstanding warrant which will be converted into a warrant to purchase the Company's common stock, upon the same terms and conditions of the outstanding Rider warrant. History of RiderNews.com, Inc. Rider was incorporated in the State of Florida on March 16, 1999 under the name of Cycle-Parts.com, Inc. to acquire the website and business called "cycle-parts.com", which sold motorcycle parts over the internet. When the assets could not be transferred into the corporation, the management, with shareholder approval, changed the name of the corporation to RiderNews.com, Inc. and started the development of their website, ridernews.com. Rider is a development stage company engaged in the development and marketing of an online motorcycle and racing sports magazine (called an "ezine") on the Internet at its website RiderNews.com. On June 22, 2000, RiderNews agreed to convert the $50,000 promissory note issued by OTC Dreamwerks to the company into 100,000 shares of OTC Dreamwerks common stock. On June 27, 2000, TheInternetCorp.net completed its merger with RiderNews for 100% of its shares. On November 17, 2000 TheInternetCorp.net decided to terminate all of RiderNews activities, distribute the 100,000 shares of OTC Dreamwerks to its shareholders as a dividend and dissolve the RiderNews.com, Inc. corporation in Florida. 2 Item 2. Description of Property. None. Item 3. Legal Proceedings. 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. Item 4. Submission of Matters to a Vote of Security Holders. In June, 2000, the Company submitted the merger with RiderNews.com, Inc. to a vote of the shareholders, which was approved. Part II Item 5. Market Price for Common Equity and Related Stockholder Matters. (a) Market Information. The Shares have not previously been traded on any securities exchange. There is no common stock of the Company that is subject to outstanding options or warrants to purchase, or securities convertible into that stock. There are 12,910,000 common shares of the Company outstanding at December 31, 2000. (b) Holders of Common Equity. As of December 31, 2000, there were 16 shareholders of record of the Company's common stock. (c) Dividends. On November 17, 2000 TheInternetCorp.net decided to terminate all of RiderNews activities, distribute the 100,000 shares of OTC Dreamwerks to its shareholders as a dividend and dissolve the RiderNews.com, Inc. corporation in Florida. The Board of Directors presently intends to retain any earnings to finance the Company's operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company's earnings, capital requirements and other factors. Item 6. Management's Discussion and Analysis or Plan of Operations. The following discussion should be read in conjunction with the financial statements of the Company and notes thereto contained elsewhere in this report. Initial Operation. The Company has been engaged in organizational activities since it was incorporated on April 29, 1999. On May 15, 1999, the Company entered into an Agreement and Plan of Reorganization (the "Agreement") with RiderNews.com, Inc. ("Rider"), formerly known as Cycle-Parts.com, Inc., a Florida corporation, whereby the Company is acquiring Rider in exchange for the issuance of 3 10,660,000 shares of the Company's common stock, post-split, plus reserving for issuance an additional 2,000,000 shares of the Company's common stock upon exercise of certain outstanding Rider warrants. On June 22, 2000, RiderNews agreed to convert the $50,000 promissory note issued by OTC Dreamwerks to the company into 100,000 shares of OTC Dreamwerks common stock. On June 26, 2000, TheInternetCorp.net completed its merger with RiderNews for 100% of its shares. On November 17, 2000 TheInternetCorp.net decided to terminate all of RiderNews activities, distribute the 100,000 shares of OTC Dreamwerks to its shareholders as a dividend and dissolve the RiderNews.net, Inc. corporation in Florida. The Company has no present intentions of making significant purchases of equipment in the next twelve months. Liquidity and Capital Resources. For the year ended December 31, 2000, the Company continued as a development stage company. The Company continues to incur limited development expenses, is deriving no revenues and has experienced an ongoing deficit in working capital. The Company's continued existence is dependent on its ability to obtain additional financing to proceed with its proposed plan of operations. Capital Expenditures. No material capital expenditures were made during the year ended December 31, 2000. Forward Looking Statements. The foregoing Management's Discussion and Analysis contains "forward looking statements" within the meaning of Rule 175 under the Securities Act of 1933, as amended, and Rule 3b-6 under the Securities Act of 1934, as amended, including statements regarding, among other items, the Company's business strategies, continued growth in the Company's markets, projections, and anticipated trends in the Company's business and the industry in which it operates. The words "believe," "expect," "anticipate,""intends," "forecast," "project," and similar expressions identify forward-looking statements. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties, certain of which are beyond the Company's control. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward looking statements, including, among others, the following: reduced or lack of increase in demand for the Company's products, competitive pricing pressures, changes in the market price of ingredients used in the Company's products and the level of expenses incurred in the Company's operations. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained herein will in fact transpire or prove to be accurate. The Company disclaims any intent or obligation to update "forward looking statements". 4 Item 7. Financial Statements. INDEPENDENT AUDITORS' REPORT Board of Directors TheInternetCorp.net, Inc. Santa Ana, California 92704 I have audited the accompanying balance sheet of TheInternetCorp.net, Inc. (a development stage company), as of March 31, 2001, December 31, 2000, and the related statements of operations, stockholders' equity and cash flows for the period from inception (April 29, 1999) to March 31, 2001. These financial statements are the responsibility of company management. My responsibility is to express an opinion on these financial statements based on my audit in accordance with standards established by the American Institute of Certified Public Accountants. 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 audit provides 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 TheInternetCorp.net, Inc. as of March 31, 2001, December 31, 2000 and the results of its operations and its cash flows for the period from inception (April 29, 1999 ) to March 31, 2001 in conformity with generally accepted accounting principles. Kurt D. Saliger ------------------- Kurt D. Saliger, C.P.A. (Nevada State License No. 2335) Las Vegas, Nevada May 7, 2001 5 TheInternetCorp.net, Inc. (A Development Stage Company) BALANCE SHEET March 31, 2001, December 31, 2000 March 31, 2001 Dec. 31, 2000 Dec. 31, 1999 ASSETS -------------- ------------- ------------- CURRENT ASSETS: Cash $ 1419 $ 1418 $ 0 Accounts Receivable $ 0 TOTAL CURRENT ASSETS $ 0 ------------- ORGANIZATIONAL COSTS, NET $ 0 TOTAL ASSETS $ 1419 $ 1418 $ 0 ============== ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable $ 0 TOTAL CURRENT LIABILITIES $ 0 LONG-TERM DEBT $ 0 TOTAL LIABILITIES $ 0 $ 0 $ 0 STOCKHOLDERS' EQUITY:Common stock, $.001 par value authorized 50,000,000 shares issued and outstanding at December 31, 1999, 1,000,000 shares $ 1,000 December 31, 2000, 12,910,000 shares $ 12,910 March 31, 2001, 13,160,000 shares $ 13,160 Stock Subscription Receivable $ (765) Additional paid in Capital $229,998 $230,250 $ 0 Deficit Accumulated During Development Stage (244,577) (244,578) $(235) ASSETS -------------- ------------- ------------- TOTAL STOCKHOLDERS' EQUITY $ 1,419 $ 1,418 $ 0 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1419 $ 1,418 $ 0 See accompanying notes to financial statements & audit report 6

TheInternetCorp.net, Inc. (A Development Stage Company) STATEMENT OF OPERATIONS Inception( April Inception (April 29, 1999) 29, 1999) March 31, December 31, December 31, March 31, 2001 2000 2001 2000 --------- ------------ ---------------- ---------------- INCOME: Revenue $ 0 $ 6,275 $ 0 $ 6,275 TOTAL INCOME $ 0 $ 6,275 $ 0 $ 6,275 EXPENSES: 254,857 $ 235 $ 255,108 Amortization $ 0 Total Expenses 16 254,857 $ 235 $ 255,108 Net Profit/Loss(-) From Operations $ (16) (247,163) $ (235) $ (247,414) Interest Income 17 $ 2,585 $ 0 $ 2,602 INCOME (LOSS) BEFORE INCOME TAXES $ 1 $(244,578) $ (235) $ (244,812) Provision for income tax $ 0 $ 0 $ 0 $ 0 NET INCOME (LOSS) $ 1 $(244,578) $ (235) $ (244,812) ========= ========== ================ ================ NET INCOME (LOSS) PER SHARE-BASIC AND DILUTED $ 0.00 $ (0.02) $ 0.00 $ (0.02) AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING 13,160,000 12,910,000 1,000,000 13,160,000 See accompanying notes to financial statements & audit report

7 TheInternetCorp.net, Inc. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY March 31, 2001, December 31, 2000 (Deficit) Common Stock Additional Accumulated Shares Amount paid-in During ------ ------ capital Development ---------- Stage ------------ Issued for cash and organizational costs April 29, 1999 1,000,000 $1,000 $ 0 Stock Subscription Receivable $ (765) Net Income April 29, 1999 (inception) to December 31, 1999 $ (235) Balance December 31, 1999 1,000,000 $ 235 $ 0 $ (235) Stock issued on RiderNews Merger ========= ======= ========= ============ June 27, 2000 11,060,000 $11,060 Stock issued for services, Sept. 7, 2000 100,000 100 Stock issued for services, Dec. 6, 2000 750,000 750 Net Income (Loss) to December 31, 2000 $(244,578) Balance December 31, 2000 12,910,000 $12,910 $230,250 $(244,813) ========== ======= ========= ============ Stock issued for services, March 21, 2001 250,000 $ 250 Net Income (Loss) to March 31, 2001 1 Balance March 31, 2001 13,160,000 $13,060 $229,998 $(244,812) See accompanying notes to financial statements & audit report

8 TheInternetCorp.net, Inc. (A Development Stage Company) STATEMENT OF CASH FLOWS March 31, 2001, December 31, 2000 From Inception From Inception April 29, 1999 April 29, 1999 March 31, December 31, December 31 March 31, 2001 2000 1999 2001 --------- ------------ -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ 17 $ 6,275 $ (235) $ 6,057 Depreciation and Amortization $ 0 Net Cash (Used) In Operating Activities $ (16) $(254,857) $ (235) $ (255,108) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of organizational costs $ 235 $ 235 Purchase of Note Receivable $ (50,000) $(50,000) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock for cash $ 300,000 $ 235 $ 300,235 Net Increase (Decrease) in Cash $ 1 $ (16,997) $ 0 $ 1419 Cash, Beginning Period $ 1418 $ 18,415 $ 0 $ 0 Cash, Ending Period $ 1419 $ 1418 $ 0 $ 1419 See accompanying notes to financial statements & audit report

9 TheInternetCorp.net, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2001, December 31, 2000 NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY. TheInternetCorp.net, Inc. was incorporated on April 29, 1999 under the laws of the State of Nevada. TheInternetCorp.net, Inc. was organized to engage in any lawful activity. TheInternetCorp.net, Inc. currently has no operations and, in accordance with SFAS #7, is considered a development stage company. On June 22, 2000, RiderNews agreed to convert the $50,000 promissory note issued by OTC Dreamwerks to the company into 100,000 shares of OTC Dreamwerks common stock. On June 27, 2000, TheInternetCorp.net completed its merger with RiderNews for 100% of its shares. On November 17, 2000 TheInternetCorp.net decided to terminate all of RiderNews activities, distribute the 100,000 shares of OTC Dreamwerks to its shareholders as a dividend and dissolve the RiderNews.net, Inc. corporation in Florida. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. Accounting Method. TheInternetCorp.net, Inc. records income and expenses on the accrual method. 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Organizational Costs. Organizational costs are stated at cost and have been expensed as incurred. 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 difference between financial and tax reporting. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. 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 10 weighted average number of common shares outstanding during the period. Diluted loss per share reflects per share amounts that would have resulted if dilutive common stock equivalents had been converted to common stock. As of December 31, 2000, TheInternetCorp.net, Inc. had no dilutive common stock equivalents such as stock options. NOTE 3- INCOME TAXES. There is no provision for income taxes for the period ended April 29, 1999 (inception) to December 31, 2000 due to the zero net income and no Nevada state Income tax in the state of TheInternetCorp.net, Inc.'s domicile.NOTE 4- SHAREHOLDERS' EQUITY. Common Stock. The authorized common stock of TheInternetCorp.net, Inc. consists of 50,000,000 shares with a par value of $0.001 per share. Preferred Stock. The authorized Preferred Stock of TheInternetCorp.net, Inc. consists of 10,000,000 shares with a par value of $0.001 per share. NOTE 5 - MERGER AGREEMENT. In May of 1999, RiderNews.com, Inc. entered into a merger agreement with TheInternetCorp.net, Inc. Pursuant to terms of the agreement, RiderNews.com, Inc.'s shareholders would be issued one share of TheInternetCorp.net, Inc.'s common stock in exchange for each share of their common stock in RiderNews.com, Inc. This merger was completed on June 27, 2000. NOTE 6 - RELATED PARTY TRANSACTIONS. TheInternetCorp.net, Inc. neither owns nor leases any real or personal property. Office services are provided without charge by one of the directors of this company. Such costs are immaterial to the financial statements and accordingly have not been reflected therein. The two directors of TheInternetCorp.net, Inc. are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such person may face a conflict in selecting between TheInternetCorp.net, Inc. and the other business interests. TheInternetCorp.net, Inc. has not formulated a policy for the resolution of such conflicts. Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Part III. Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act. 11 Identification of Directors and Executive Officers of the Company. The following table sets forth the names and ages of all directors and executive officers of the Company and all persons nominated or chosen to become a director, indicating all positions and offices with the Company held by each such person and the period during which he has served as a director: The principal executive officers and directors of the Company are as follows: Name Position Term(s) of Office -------------------- ------------------- ----------------- Karen Bohringer President, Director May 17, 2000 to April 18, 2001 Vincent van den Brink Secretary, Director April, 29, 1999 to April 18, 2001 Business Experience. The following is a brief account of the business experience during at the least the last five years of the director and executive officer, indicating his principal occupation and employment during that period, and the names and principal businesses of the organizations in which such occupations and employment were carried out. Karen Bohringer, President/Director Ms. Bohringer, age 39, will serve as a Director of TheInternetCorp.net, Inc. and RiderNews.com, Inc. From 1990 to present, she has been the owner of Bohringer & Associates, a computer training company in Queensland, Australia. In 1983 Ms. Bohringer moved to the United States to undertake computer programming studies. In 1986 she received a Certificate with Honors from Harvard University, Boston, MA in Advanced Cobol Programming and a Diploma in 1985 from the American Institute of Computer Programming in Atlanta, GA. Upon returning to Australia, Ms. Bohringer lectured on programming languages at Hales Private College, Melbourne, for 18 months. From 1987 to 1989, she was employed as the Australian Training Manager for MAI Basic Four, an American computer hardware/software company, and traveled extensive completing software installations and staff training. In 1990, Ms. Bohringer formed Bohringer & Associates, to do contract computer training for such companies as the Australian Securities Commission, Australian Wool Corporation, B.H.P., Shell Oil, the Supreme Court, the Premiers Department, Director of Public Prosecutions, Department of Health, and the Department of Housing. Ms. Bohringer has lectured as the Royal Melbourne Institute of Technology on Pascal Programming. Vincent van den Brink, Secretary, Director Vincent van den Brink, age 57, Secretary, Director. Mr. van den Brink, age 58, has been President, Secretary and Director of the Issuer since April 29, 1999. Since October 1997 to present, he has been a Financial Consultant with Airway Capital, Costa Mesa, California, providing asset based lending, factoring, equipment leasing, and export financing for various businesses. From June 1985 until May 1997, he was a Business Consultant writing business plans and 12 business development plans for companies across the country. Since 1978 to present, in addition to working for the above companies, he has been operating an export business providing export consulting, exporting products and sourcing products for international clients. He holds degrees in automotive engineering, business administration, and small business management. He is fluent in English, Dutch, German and Afrikaans. Section 16(a) Compliance. During the year ended December 31, 2000, the following persons were officers, directors and more than ten-percent shareholders of the Company's common stock: Name Position Filed Reports -------------------- ------------------- ----------------- Karen Bohringer 1,000,000 Yes Goldenvale (1) 5,250,000 Yes Investment Holdings, Ltd. Vincent van den Brink 100,000 Yes All Executive Officers 6,350,000 and Directors & Affiliates As a group (3 persons) 1. The address for each of these shareholders is c/o TheInternetCorp.net, Inc. Each person has sole voting and dispositive power with respect to all outstanding shares. Karen Bohringer, along with other family members, is a beneficiary of the Goldenvale Investment Holdings, Ltd., Suite 1A,Hirzel Court, Hirzel Street, St. Peter Port, Guernsey GY1 2NN, Channel Islands. Item 10. Executive Compensation. No officer or director of the Company presently receives any remuneration. There is no annuity, profit sharing, pension or retirement benefits proposed to be paid to officers, directors, or employees of the Company in the event of retirement at normal retirement date as there is no existing plan provided or contributed to by the Company. No stock options are proposed to be paid in the future directly or indirectly by the Company to any officer or director as there is no such plan which presently exists. 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 December 31, 2000 by all stockholders known to each company to be beneficial owners of more than 5% of the outstanding common stock; each director; and all officers and directors of the Company as a group (each person has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them): 13 NUMBER OF SHARES BENEFICIAL OWNER BENEFICIALLY OWNED PERCENTAGE ------------------- ------------------ ------------ Karen Bohringer 1,000,000 8.29% Goldenvale (1) 5,250,000 43.53% Investment Holdings, Ltd. Vincent van den Brink 100,000 .83% All Executive Officers 6,350,000 52.65% and Directors & Affiliates As a group (3 persons) 1. The address for each of these shareholders is c/o TheInternetCorp.net, Inc. Each person has sole voting and dispositive power with respect to all outstanding shares. Karen Bohringer, along with other family members, is a beneficiary of the Goldenvale Investment Holdings, Ltd., Suite 1A,Hirzel Court, Hirzel Street, St. Peter Port, Guernsey GY1 2NN, Channel Islands. Item 12. Certain Relationships and Related Transactions. In April, 1999, the Company issued 1,000,000 of its common stock to its sole Director and President, Mr. van den Brink in exchange for the organizational services rendered to the company by him. On June 26, 2000, we completed our acquisition of 100% of the issued and outstanding common shares of RiderNews.com, Inc., a private Florida company, in exchange for 11,060,000 shares of us. RiderNews operated as our wholly-owned subsidiary. Prior to the exchange, TICN had 1,000,000 shares of common stock, par value $.001, issued and outstanding and no shares of preferred stock outstanding. Immediately subsequent to the stock exchange, TICN had 12,060,000 shares of common stock outstanding. On May 18, 2001, Ms. Karen Bohringer and Mr. Vincent van den Brink resigned as officers and directors subsequent to the completion of the merger with Bear Aerospace, Inc., a private North Dakota corporation. The new Board of Directors consists of Mr. Skip James Holm, President and Chairman of the Board, Mr. David J. Fawcett, Secretary, Treasurer, Director and Mr. Paul Spitzer, Director. Item 13. Exhibits and Reports on Form 8-K. (1) Reports filed on Form 8-K. There were two Reports filed on Form 8-K during the Company's fiscal year ended December 31, 2000. A Form 8-K was filed reporting the sale on May 17, 2000 for all of the stock of Vincent van den Brink to Karen Bohringer, which represented 100% of the company stock. A Form 8-K was filed to report the June 26, 2000 completion of the RiderNews.com, Inc. merger. 14 In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. May 14, 2001 Skip James Holm --------------------------- Skip James Holm, President, COB In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. May 14, 2001 Skip James Holm --------------------------- Skip James Holm, Director 15

THEINTERNETCORP NET INC 10-K