Bear Aerospace Inc – ‘10SB12G/A’ on 5/28/99

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Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a          39±   184K 
                          Small-Business Issuer                                  
 2: EX-3.1      Articles of Incorporation                             10±    40K 
 3: EX-3.2      By-Laws                                                8±    36K 

10SB12G/A   —   Amendment to Registration of Securities of a Small-Business Issuer
Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, DC 20549                                                            

FORM 10-SB/A                                                                    
GENERAL FORM FOR REGISTRATION OF SECURITIES                                     
OF SMALL BUSINESS ISSUERS                                                       

Pursuant to Section 12(b) or (g) of the Securities and Exchange                 
Act                                                                             
of 1934                                                                         

THEINTERNETCORP.NET, INC.                                                       
(Exact name of registrant as specified in its charter)                          

Nevada  88-0424430                                                              
(State of organization) (I.R.S. Employer Identification No.)                    

3158 Redhill Ave., Ste. 240, Costa Mesa, CA  92626                              
(Address of principal executive offices)                                        

Registrants telephone number, including area code (714) 428-0632                

Registrants Attorney:   Shawn F. Hackman, Esq.                                  
              3360 W. Sahara Ave., Suite 200
   Las Vegas, NV 89102
(702) 732-2253  

Securities to be registered pursuant to Section 12(b)                           
of the Act: None                                                                

Securities to be registered pursuant to Section 12(g)                           
of the Act:  Common                                                             

ITEM 1. DESCRIPTION OF BUSINESS                                                 

Background                                                                      

THEINTERNETCOPR.NET, INC. (the Company) is a Nevada corporation                 
formed on April 29, 1999. Its principal place of business is                    
located                                                                         
at 3158 Redhill Ave., Ste 240, Costa Mesa, CA  92626. The Company               
was organized to engage in any lawful corporate business,                       
including                                                                       
but not limited to, participating in mergers with and                           
acquisitions                                                                    
of other companies. The Company has been in the developmental                   
stage                                                                           
since inception and has no operating history other than                         
organizational matters. The company currently has no operations                 
and,                                                                            
in accordance with SFAS #7, is considered a development stage                   
company.                                                                        

The Company was incorporated by Shawn F. Hackman, Esq.  He no                   
longer                                                                          
holds any position with the Company, and holds none of the                      
Companys                                                                        
stock. The Company has never had any operations.                                

Initially, founders shares were issued to Vincent Van Den Brink,                
the                                                                             
companys sole officer and director. All such transactions took                  
place prior to or during April 29, 1999. All shareholders have                  
held                                                                            
their stock since that time.                                                    
The primary activity of the Company currently involves seeking a                
company or companies that it can acquire or with whom it can                    
merge.                                                                          
The Company has not selected any company as an acquisition target               
or                                                                              
merger partner and does not intend to limit potential candidates                
to                                                                              
any particular field or industry, but does retain the right to                  
limit                                                                           
candidates, if it so chooses, to a particular field or industry.                
The                                                                             
Companys plans are in the conceptual stage only.                                

The Board of Directors has elected to begin implementing the                    
Companys principal business purpose, described below under Item                 
2,                                                                              
Plan of Operation. As such, the Company can be defined as a                     
shell                                                                           
company, whose sole purpose at this time is to locate and                       
consummate                                                                      
a merger or acquisition with a private entity.                                  

The proposed business activities described herein classify the                  
Company as a blank check company. Many states have enacted                      
statutes, rules, and regulations limiting the sale of securities                
of                                                                              
blank check companies in their respective jurisdictions.                        
Management does not intend to undertake any efforts to cause a                  
market to develop in the Companys securities until such time as                 
the                                                                             
Company has successfully implemented its business plan.                         

The company is negotiating with and expects to sign a merger agreement          
with Cycle-Parts.com, Inc.  The company expects to file a Form S-4              
within sixty (60) days to merge with Cycle-Parts.com, Inc., which will          
include its financial statements.                                               

The Company is filing this registration statement on a voluntary                
basis, pursuant to section 12(g) of the Securities Exchange Act                 
of                                                                              
1934 (the Exchange Act), in order to ensure that public                         
information is readily accessible to all shareholders and                       
potential                                                                       
investors, and to increase the Companys access to financial                     
markets. In the event the Companys obligation to file periodic                  
reports is suspended pursuant to the Exchange Act, the Company                  
anticipates that it will continue to voluntarily file such                      
reports.                                                                        

Risk Factors                                                                    

The Companys business is subject to numerous risk factors,                      
including the following:                                                        

NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company                 
has                                                                             
had no operating history and has received no revenues or earnings               
from operations. The Company has no significant assets or                       
financial                                                                       
resources. The Company will, in all likelihood, sustain operating               
expenses without corresponding revenues, at least until it                      
completes                                                                       
a business combination. This may result in the Company incurring                
a                                                                               
net operating loss which will increase continuously until the                   
Company completes a business combination with a profitable                      
business                                                                        
opportunity. There is no assurance that the Company will identify               
a                                                                               
business opportunity or complete a business combination.                        

SPECULATIVE NATURE OF COMPANYS PROPOSED OPERATIONS. The success                 
of                                                                              
the Companys proposed plan of operation will depend to a great                  
extent on the operations, financial condition, and management of                
the                                                                             
identified business opportunity. While management intends to seek               
business combinations with entities having established operating                
histories, it cannot assure that the Company will successfully                  
locate candidates meeting such criteria. In the event the Company               
completes a business combination, the success of the Companys                   
operations may be dependent upon management of the successor firm               
or                                                                              
venture partner firm together with numerous other factors beyond                
the                                                                             
Companys control.                                                               

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND                      
COMBINATIONS. The Company is, and will continue to be, an                       
insignificant participant in the business of seeking mergers and                
joint ventures with, and acquisitions of small private entities.                
A                                                                               
large number of established and well-financed entities, including               
venture capital firms, are active in mergers and acquisitions of                
companies which may also be desirable target candidates for the                 
Company. Nearly all such entities have significantly greater                    
financial resources, technical expertise, and managerial                        
capabilities than the Company. The Company is, consequently, at a               
competitive disadvantage in identifying possible business                       
opportunities and successfully completing a business combination.               
Moreover, the Company will also compete with numerous other small               
public companies in seeking merger or acquisition candidates.                   

NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO                 
STANDARDS FOR BUSINESS COMBINATION. The Company has no                          
arrangement,                                                                    
agreement, or understanding with respect to engaging in a                       
business                                                                        
combination with any private entity. There can be no assurance                  
the                                                                             
Company will successfully identify and evaluate suitable business               
opportunities or conclude a business combination. Management has                
not                                                                             
identified any particular industry or specific business within an               
industry for evaluations. The Company has been in the                           
developmental                                                                   
stage since inception and has no operations to date. Other than                 
issuing shares to its original shareholders, the Company never                  
commenced any operational activities. There is no assurance the                 
Company will be able to negotiate a business combination on terms               
favorable to the Company. The Company has not established a                     
specific                                                                        
length of operating history or a specified level of earnings,                   
assets, net worth or other criteria which it will require a                     
target                                                                          
business opportunity to have achieved, and without which the                    
Company                                                                         
would not consider a business combination in any form with such                 
business opportunity. Accordingly, the Company may enter into a                 
business combination with a business opportunity having no                      
significant operating history, losses, limited or no potential                  
for                                                                             
earnings, limited assets, negative net worth, or other negative                 
characteristics.                                                                

CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While                  
seeking a business combination, management anticipates devoting                 
up                                                                              
to twenty hours per month to the business of the Company. The                   
Companys officers have not entered into written employment                      
agreements with the Company and are not expected to do so in the                
foreseeable future. The Company has not obtained key man life                   
insurance on its officers or directors. Notwithstanding the                     
combined                                                                        
limited experience and time commitment of management, loss of the               
services of any of these individuals would adversely affect                     
development of the Companys business and its likelihood of                      
continuing operations. See MANAGEMENT.                                          

CONFLICTS OF INTEREST - GENERAL. The Companys officers and                      
directors participate in other business ventures which compete                  
directly with the Company. Additional conflicts of interest and                 
non                                                                             
arms-length transactions may also arise in the event the                        
Companys                                                                        
officers or directors are involved in the management of any firm                
with which the Company transacts business. The Companys Board of                
Directors has adopted a resolution which prohibits the Company                  
from                                                                            
completing a combination with any entity in which management                    
serve                                                                           
as officers, directors or partners, or in which they or their                   
family                                                                          
members own or hold any ownership interest. Management is not                   
aware                                                                           
of any circumstances under which this policy could be changed                   
while                                                                           
current management is in control of the Company. See ITEM 5.                    
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS -                  
CONFLICTS OF INTEREST.                                                          

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.                       
Companies                                                                       
subject to Section 13 of the Securities Exchange Act of 1934 (the               
Exchange Act) must provide certain information about                            
significant                                                                     
acquisitions, including certified financial statements for the                  
company acquired, covering one or two years, depending on the                   
relative size of the acquisition. The time and additional costs                 
that                                                                            
may be incurred by some target entities to prepare such                         
statements                                                                      
may significantly delay or even preclude the Company from                       
completing                                                                      
an otherwise desirable acquisition. Acquisition prospects that do               
not have or are unable to obtain the required audited statements                
may                                                                             
not be appropriate for acquisition so long as the reporting                     
requirements of the 1934 Act are applicable.                                    

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company                  
has                                                                             
not conducted or received results of market research indicating                 
that                                                                            
market demand exists for the transactions contemplated by the                   
Company. Moreover, the Company does not have, and does not plan                 
to                                                                              
establish, a marketing organization. If there is demand for a                   
business combination as contemplated by the Company, there is no                
assurance the Company will successfully complete such                           
transaction.                                                                    

LACK OF DIVERSIFICATION. In all likelihood, the Companys                        
proposed                                                                        
operations, even if successful, will result in a business                       
combination with only one entity. Consequently, the resulting                   
activities will be limited to that entitys business. The                        
Companys                                                                        
inability to diversify its activities into a number of areas may                
subject the Company to economic fluctuations within a particular                
business or industry, thereby increasing the risks associated                   
with                                                                            
the Companys operations.                                                        

REGULATION. Although the Company will be subject to regulation                  
under                                                                           
the Securities Exchange Act of 1934, management believes the                    
Company                                                                         
will not be subject to regulation under the Investment Company                  
Act                                                                             
of 1940, insofar as the Company will not be engaged in the                      
business                                                                        
of investing or trading in securities. In the event the Company                 
engages in business combinations which result in the Company                    
holding                                                                         
passive investment interests in a number of entities, the Company               
could be subject to regulation under the Investment Company Act                 
of                                                                              
1940. In such event, the Company would be required to register as               
an                                                                              
investment company and could be expected to incur significant                   
registration and compliance costs. The Company has obtained no                  
formal determination from the Securities and Exchange Commission                
as                                                                              
to the status of the Company under the Investment Company Act of                
1940 and, consequently, any violation of such Act would subject                 
the                                                                             
Company to material adverse consequences.                                       

PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination               
involving the issuance of the Companys common stock will, in all                
likelihood, result in shareholders of a private company obtaining               
a                                                                               
controlling interest in the Company. Any such business                          
combination                                                                     
may require management of the Company to sell or transfer all or                
a                                                                               
portion of the Companys common stock held by them, or resign as                 
members of the Board of Directors of the Company. The resulting                 
change in control of the Company could result in removal of one                 
or                                                                              
more present officers and directors of the Company and a                        
corresponding reduction in or elimination of their participation                
in                                                                              
the future affairs of the Company.                                              

REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS                      
COMBINATION. The Companys primary plan of operation is based                    
upon a                                                                          
business combination with a private concern which, in all                       
likelihood, would result in the Company issuing securities to                   
shareholders of such private company. Issuing previously                        
authorized                                                                      
and unissued common stock of the Company will reduce the                        
percentage                                                                      
of shares owned by present and prospective shareholders, and a                  
change in the Companys control and/or management.                               

DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter into               
a                                                                               
business combination with an entity that desires to establish a                 
public trading market for its shares. A target company may                      
attempt                                                                         
to avoid what it deems to be adverse consequences of undertaking                
its                                                                             
own public offering by seeking a business combination with the                  
Company. The perceived adverse consequences may include, but are                
not                                                                             
limited to, time delays of the registration process, significant                
expenses to be incurred in such an offering, loss of voting                     
control                                                                         
to public shareholders, and the inability or unwillingness to                   
comply                                                                          
with various federal and state securities laws enacted for the                  
protection of investors. These securities laws primarily relate                 
to                                                                              
registering securities and full disclosure of the Companys                      
business, management, and financial statements.                                 

TAXATION. Federal and state tax consequences will, in all                       
likelihood, be major considerations in any business combination                 
the                                                                             
Company may undertake. Typically, these transactions may be                     
structured to result in tax-free treatment to both companies,                   
pursuant to various federal and state tax provisions. The Company               
intends to structure any business combination so as to minimize                 
the                                                                             
federal and state tax consequences to both the Company and the                  
target entity. Management cannot assure that a business                         
combination                                                                     
will meet the statutory requirements for a tax-free                             
reorganization,                                                                 
or that the parties will obtain the intended tax-free treatment                 
upon                                                                            
a transfer of stock or assets. A non-qualifying reorganization                  
could                                                                           
result in the imposition of both federal and state taxes, which                 
may                                                                             
have an adverse effect on both parties to the transaction.                      

REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY                      
BUSINESS                                                                        
OPPORTUNITIES. Management believes that any potential target                    
company                                                                         
must provide audited financial statements for review, and for the               
protection of all parties to the business combination. One or                   
more                                                                            
attractive business opportunities may forego a business                         
combination                                                                     
with the Company, rather than incur the expenses associated with                
preparing audited financial statements.                                         

BLUE SKY CONSIDERATIONS. Because the securities registered                      
hereunder                                                                       
have not been registered for resale under the blue sky laws of                  
any                                                                             
state, and the Company has no current plans to register or                      
qualify                                                                         
its shares in any state, holders of these shares and persons who                
desire to purchase them in any trading market that might develop                
in                                                                              
the future, should be aware that there may be significant state                 
blue                                                                            
sky restrictions upon the ability of new investors to purchase                  
the                                                                             
securities. These restrictions could reduce the size of any                     
potential market. As a result of recent changes in federal law,                 
non-                                                                            
issuer trading or resale of the Companys securities is exempt                   
from                                                                            
state registration or qualification requirements in most states.                
However, some states may continue to restrict the trading or                    
resale                                                                          
of blind-pool or blank-check securities. Accordingly, investors                 
should consider any potential secondary market for the Companys                 
securities to be a limited one.                                                 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF                          
OPERATION                                                                       

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS                       
This statement includes projections of future results and                       
forward-                                                                        
looking statements as that term is defined in Section 27A of the                
Securities Act of 1933 as amended (the Securities Act), and                     
Section 21E of the Securities Exchange Act of 1934 as amended                   
(the                                                                            
Exchange Act). All statements that are included in this                         
Registration Statement, other than statements of historical fact,               
are forward-looking statements. Although Management believes that               
the expectations reflected in these forward-looking statements                  
are                                                                             
reasonable, it can give no assurance that such expectations will                
prove to have been correct. Important factors that could cause                  
actual results to differ materially from the expectations are                   
disclosed in this Statement, including, without limitation, in                  
conjunction with those forward-looking statements contained in                  
this                                                                            
Statement.                                                                      

Plan of Operation - General                                                     

The Companys plan is to seek, investigate, and if such                          
investigation warrants, acquire an interest in one or more                      
business                                                                        
opportunities presented to it by persons or firms desiring the                  
perceived advantages of a publicly held corporation. At this                    
time,                                                                           
the Company has no plan, proposal, agreement, understanding, or                 
arrangement to acquire or merge with any specific business or                   
company, and the Company has not identified any specific business               
or                                                                              
company for investigation and evaluation. No member of Management               
or                                                                              
any promoter of the Company, or an affiliate of either, has had                 
any                                                                             
material discussions with any other company with respect to any                 
acquisition of that company. The Company will not restrict its                  
search to any specific business, industry, or geographical                      
location,                                                                       
and may participate in business ventures of virtually any kind or               
nature. Discussion of the proposed business under this caption                  
and                                                                             
throughout this Registration Statement is purposefully general                  
and                                                                             
is not meant to be restrictive of the Companys virtually                        
unlimited                                                                       
discretion to search for and enter into potential business                      
opportunities.                                                                  

The Companys potential success is heavily dependant on the                      
Companys management, which will have virtually unlimited                        
discretion                                                                      
in searching for and entering into a business opportunity.  None                
of                                                                              
the officers and directors of the Company has had any experience                
in                                                                              
the proposed business of the Company.                                           

Management anticipates that it will only participate in one                     
potential business venture.  This lack of diversification should                
be                                                                              
considered a substantial risk in investing in the Company because               
it                                                                              
will not permit the Company to offset potential losses from one                 
venture against gains from another.                                             

The Company may seek a business combination with a firm which                   
only                                                                            
recently commenced operations, or a developing company in need of               
additional funds to expand into new products or markets or                      
seeking                                                                         
to develop a new product or service, or an established business                 
which may be experiencing financial or operating difficulties and               
needs additional capital which is perceived to be easier to raise               
by                                                                              
a public company. In some instances, a business opportunity may                 
involve acquiring or merging with a corporation which does not                  
need                                                                            
substantial additional cash but which desires to establish a                    
public                                                                          
trading market for its common stock. The Company may purchase                   
assets                                                                          
and establish wholly-owned subsidiaries in various businesses or                
purchase existing businesses as subsidiaries.                                   

The Company anticipates that the selection of a business                        
opportunity                                                                     
in which to participate will be complex and extremely risky.                    
Because of general economic conditions, rapid technological                     
advances                                                                        
being made in some industries, and shortages of available                       
capital,                                                                        
management believes that there are numerous firms seeking the                   
benefits of a publicly-traded corporation. Such perceived                       
benefits                                                                        
of a publicly traded corporation may include facilitating or                    
improving the terms on which additional equity financing may be                 
sought, providing liquidity for the principals of a business,                   
creating a means for providing incentive stock options or similar               
benefits to key employees, providing liquidity (subject to                      
restrictions of applicable statues) for all shareholders, and                   
other                                                                           
items. Potentially available business opportunities may occur in                
many different industries and at various stages of development,                 
all                                                                             
of which will make the task of comparative investigation and                    
analysis of such business opportunities extremely difficult and                 
complex.                                                                        

Management believes that the Company may be able to benefit from                
the                                                                             
use of leverage to acquire a target company. Leveraging a                       
transaction involves acquiring a business while incurring                       
significant indebtedness for a large percentage of the purchase                 
price of that business. Through leveraged transactions, the                     
Company                                                                         
would be required to use less of its available funds to acquire a               
target company and, therefore, could commit those funds to the                  
operations of the business, to combinations with other target                   
companies, or to other activities. The borrowing involved in a                  
leveraged transaction will ordinarily be secured by the assets of               
the acquired business. If that business is not able to generate                 
sufficient revenues to make payments on the debt incurred by the                
Company to acquire that business, the lender would be able to                   
exercise the remedies provided by law or by contract. These                     
leveraging techniques, while reducing the amount of funds that                  
the                                                                             
Company must commit to acquire a business, may correspondingly                  
increase the risk of loss to the Company. No assurance can be                   
given                                                                           
as to the terms or availability of financing for any acquisition                
by                                                                              
the Company. During periods when interest rates are relatively                  
high,                                                                           
the benefits of leveraging are not as great as during periods of                
lower interest rates, because the investment in the business held               
on                                                                              
a leveraged basis will only be profitable if it generates                       
sufficient                                                                      
revenues to cover the related debt and other costs of the                       
financing.                                                                      
Lenders from which the Company may obtain funds for purposes of a               
leveraged buy-out may impose restrictions on the future                         
borrowing,                                                                      
distribution, and operating policies of the Company. It is not                  
possible at this time to predict the restrictions, if any, which                
lenders may impose, or the impact thereof on the Company.                       

As part of any transactions, the acquired company may require                   
that                                                                            
Management or other stockholders of the Company sell all or a                   
portion of their shares to the acquired Company or the principles               
of                                                                              
the acquired company.  It is anticipated that the sales price of                
such shares will be lower than the current market price or                      
anticipated market price of the Companys Common Stock.  The                     
Companys funds are not expected to be used for any stock                        
purchase                                                                        
from insiders.  The Company shareholders will not be provided                   
the                                                                             
opportunity to approve or consent to such sale.  The opportunity                
to                                                                              
sell all or a portion of their shares in connection with an                     
acquisition may influence managements decision to enter into a                  
specific transaction.  However, management believes that since                  
the                                                                             
anticipated sales price will be less than the market value, the                 
potential of a stock sale by management will be a material factor               
in                                                                              
their decision to enter a specific transaction.                                 

The above description of potential sales of management stock is                 
not                                                                             
based upon any corporate bylaw, shareholder or board resolution,                
or                                                                              
contract or agreement.  No other payment of cash or property are                
expected to be received by Management in connection with any                    
acquisition.                                                                    

The Company has insufficient capital with which to provide the                  
owners of businesses significant cash or other assets. Management               
believes the Company will offer owners of businesses the                        
opportunity                                                                     
to acquire a controlling ownership interest in a public company                 
at                                                                              
substantially less cost than is required to conduct an initial                  
public offering. The owners of the businesses will, however,                    
incur                                                                           
significant post-merger or acquisition registration costs in the                
event they wish to register a portion of their shares for                       
subsequent                                                                      
sale. The Company will also incur significant legal and                         
accounting                                                                      
costs in connection with the acquisition of a business                          
opportunity,                                                                    
including the costs of preparing post-effective amendments, Forms               
8-                                                                              
K, agreements, and related reports and documents. Nevertheless,                 
the                                                                             
officers and directors of the Company have not conducted market                 
research and are not aware of statistical data which would                      
support                                                                         
the perceived benefits of a merger or acquisition transaction for               
the owners of a businesses. The Company does not intend to make                 
any                                                                             
loans to any prospective merger or acquisition candidates or to                 
unaffiliated third parties.                                                     

The Company will not restrict its search for any specific kind of               
firms, but may acquire a venture which is in its preliminary or                 
development stage, which is already in operation, or in                         
essentially                                                                     
any stage of its corporate life. It is impossible to predict at                 
this                                                                            
time the status of any business in which the Company may become                 
engaged, in that such business may need to seek additional                      
capital,                                                                        
may desire to have its shares publicly traded, or may seek other                
perceived advantages which the Company may offer. However, the                  
Company does not intend to obtain funds in one or more private                  
placements to finance the operation of any acquired business                    
opportunity until such time as the Company has successfully                     
consummated such a merger or acquisition. The Company also has no               
plans to conduct any offerings under Regulation S.                              
The company is negotiating with and expects to sign a merger agreement          
with Cycle-Parts.com, Inc.  The company expects to file a Form S-4              
within sixty (60) days to merge with Cycle-Parts.com, Inc., which will          
include its financial statements.                                               

Sources of Opportunities                                                        

The Company anticipates that business for possible acquisition                  
will                                                                            
be referred by various sources, including its officers and                      
directors, professional advisors, securities broker-dealers,                    
venture                                                                         
capitalists, members of the financial community, and others who                 
may                                                                             
present unsolicited proposals.                                                  

The Company will seek a potential business opportunity from all                 
known sources, but will rely principally on personal contacts of                
its                                                                             
officers and directors as well as indirect associations between                 
them                                                                            
and other business and professional people. It is not presently                 
anticipated that the Company will engage professional firms                     
specializing in business acquisitions or reorganizations.                       

The officers and directors of the Company are currently employed                
in                                                                              
other positions and will devote only a portion of their time (not               
more than one hour per week) to the business affairs of the                     
Company,                                                                        
until such time as an acquisition has been determined to be                     
highly                                                                          
favorable, at which time they expect to spend full-time                         
investigating and closing any acquisition for a period of two                   
weeks.                                                                          
In addition, in the face of competing demands for their time, the               
officers and directors may grant priority to their full-time                    
position rather than to the Company.                                            

Management, while not especially experienced in matters relating                
to                                                                              
the new business of the Company, will rely upon their own efforts               
and, to a much lesser extent, the efforts of the Companys                       
shareholders, in accomplishing the business purposes of the                     
Company.                                                                        
It is not anticipated that any outside consultants or advisors,                 
other than the Companys legal counsel and accountants, will be                  
utilized by the Company to effectuate its business purposes                     
described herein. However, if the Company does retain such an                   
outside consultant or advisor, any cash fee earned by such party                
will need to be paid by the prospective merger/acquisition                      
candidate, as the Company has no cash assets with which to pay                  
such                                                                            
obligation. There have been no discussions, understandings,                     
contracts or agreements with any outside consultants and none are               
anticipated in the future. In the past, the Companys management                 
has                                                                             
never used outside consultants or advisors in connection with a                 
merger or acquisition.                                                          

As is customary in the industry, the Company may pay a finders                  
fee                                                                             
for locating an acquisition prospect. If any such fee is paid, it               
will be approved by the Companys Board of Directors and will be                 
in                                                                              
accordance with the industry standards. Such fees are customarily               
between 1% and 5% of the size of the transaction, based upon a                  
sliding scale of the amount involved. Such fees are typically in                
the                                                                             
range of 5% on a $1,000,000 transaction ratably down to 1% in a                 
$4,000,000 transaction. Management has adopted a policy that such               
a                                                                               
finders fee or real estate brokerage fee could, in certain                      
circumstances, be paid to any employee, officer, director or 5%                 
shareholder of the Company, if such person plays a material role                
in                                                                              
bringing a transaction to the Company.                                          

The Company will not have sufficient funds to undertake any                     
significant development, marketing, and manufacturing of any                    
products which may be acquired. Accordingly, if it acquires the                 
rights to a product, rather than entering into a merger or                      
acquisition, it most likely would need to seek debt or equity                   
financing or obtain funding from third parties, in exchange for                 
which the Company would probably be required to give up a                       
substantial portion of its interest in any acquired product.                    
There                                                                           
is no assurance that the Company will be able either to obtain                  
additional financing or to interest third parties in providing                  
funding for the further development, marketing and manufacturing                
of                                                                              
any products acquired.                                                          

Evaluation of Opportunities                                                     

The analysis of new business opportunities will be undertaken by                
or                                                                              
under the supervision of the officers and directors of the                      
Company                                                                         
(see Management). Management intends to concentrate on                          
identifying                                                                     
prospective business opportunities which may be brought to its                  
attention through present associations with management. In                      
analyzing                                                                       
prospective business opportunities, management will consider,                   
among                                                                           
other factors, such matters as;                                                 

1. the available technical, financial and managerial resources                  
2. working capital and other financial requirements                             
3. history of operation, if any                                                 
4. prospects for the future                                                     
5. present and expected competition                                             
6. the quality and experience of management services which may                  
be available and the depth of that management                                   
7. the potential for further research, development or                           
exploration                                                                     
8. specific risk factors not now foreseeable but which then                     
may be anticipated to impact the proposed activities of the                     
Company                                                                         
9. the potential for growth or expansion                                        
10. the potential for profit                                                    
11. the perceived public recognition or acceptance of                           
products, services or trades                                                    
12. name identification                                                         

Management will meet personally with management and key personnel               
of                                                                              
the firm sponsoring the business opportunity as part of their                   
investigation. To the extent possible, the Company intends to                   
utilize written reports and personal investigation to evaluate                  
the                                                                             
above factors. The Company will not acquire or merge with any                   
company for which audited financial statements cannot be                        
obtained.                                                                       

It may be anticipated that any opportunity in which the Company                 
participates will present certain risks.  Many of these risks                   
cannot                                                                          
be adequately identified prior to selection of the specific                     
opportunity, and the Companys shareholders must, therefore,                     
depend                                                                          
on the ability of management to identify and evaluate such risk.                
In                                                                              
the case of some of the opportunities available to the company,                 
it                                                                              
may be anticipated that the promoters thereof have been unable to               
develop a going concern or that such business is in its                         
development                                                                     
state in that it has not generated significant revenues from its                
principal business activities prior to the Companys                             
participation.                                                                  
There is a risk, even after the Companys participation in the                   
activity and the related expenditure of the Companys funds, that                
the combined enterprises will still be able to become a going                   
concern or advance beyond the development stage.  Many of the                   
opportunities may involve new and untested product, processes, or               
market strategies which may not succeed.  Such risks will be                    
assumed                                                                         
by the Company and, therefore, its shareholders.                                

The Company will not restrict its search for any specific kind of               
business, but may acquire a venture which is in its preliminary                 
or                                                                              
development stage, which is already in operation, or in                         
essentially                                                                     
any stage of its corporate life.  It is currently impossible to                 
predict the status of any business in which the Company may                     
become                                                                          
engaged, in that such business may need additional capital, may                 
merely desire to have its shares publicly traded, or may seek                   
other                                                                           
perceived advantages which the Company may offer.                               

The Company will not have sufficient funds to undertake any                     
significant development, marketing and manufacturing of any                     
products                                                                        
which may be acquired.  Accordingly, following the acquisition of               
any such product, the Company will, in all likelihood, be                       
required                                                                        
to either seek debt or equity financing or obtain funding from                  
third                                                                           
parties, in exchange for which the                                              

Company would probably be required to give up a substantial                     
portion                                                                         
of its interest in any acquired product.  There is no assurance                 
that                                                                            
the Company will be able either to obtain additional financing or               
interest third parties in providing funding for the further                     
development, marketing and manufacturing of any products                        
acquired.                                                                       

It is anticipated that the investigation of specific business                   
opportunities and the negotiation, drafting and execution of                    
relevant agreements, disclosure documents and other instruments                 
will                                                                            
require substantial management time and attention and substantial               
costs for accountants, attorneys and others.  If a decision is                  
made                                                                            
not to participate in a specific business opportunity the cost                  
therefore incurred in the related investigation would not be                    
recoverable.  Furthermore, even if an agreement is reached for                  
the                                                                             
participation in a specific business opportunity, the failure to                
consummate that transaction may result in the loss of the Company               
of                                                                              
the related costs incurred. Opportunities in which the Company                  
participates will present certain risks, many of which cannot be                
identified adequately prior to selecting a specific opportunity.                
The                                                                             
Companys shareholders must, therefore, depend on Management to                  
identify and evaluate such risks. Promoters of some opportunities               
may have been unable to develop a going concern or may present a                
business in its development stage (in that it has not generated                 
significant revenues from its principal business activities prior               
to                                                                              
the Companys participation.) Even after the Companys                            
participation, there is a risk that the combined enterprise may                 
not                                                                             
become a going concern or advance beyond the development stage.                 
Other opportunities may involve new and untested products,                      
processes, or market strategies which may not succeed. Such risks               
will be assumed by the Company and, therefore, its shareholders.                

The investigation of specific business opportunities and the                    
negotiation, drafting, and execution of relevant agreements,                    
disclosure documents, and other instruments will require                        
substantial                                                                     
management time and attention as well as substantial costs for                  
accountants, attorneys, and others. If a decision is made not to                
participate in a specific business opportunity the costs incurred               
in                                                                              
the related investigation would not be recoverable. Furthermore,                
even if an agreement is reached for the participation in a                      
specific                                                                        
business opportunity, the failure to consummate that transaction                
may                                                                             
result in the loss by the Company of the related costs incurred.                

There is the additional risk that the Company will not find a                   
suitable target. Management does not believe the Company will                   
generate revenue without finding and completing a transaction                   
with a                                                                          
suitable target company. If no such target is found, therefore,                 
no                                                                              
return on an investment in the Company will be realized, and                    
there                                                                           
will not, most likely, be a market for the Companys stock.                      

Acquisition of Opportunities                                                    

In implementing a structure for a particular business                           
acquisition,                                                                    
the Company may become a party to a merger, consolidation,                      
reorganization, joint venture, franchise, or licensing agreement                
with another corporation or entity. It may also purchase stock or               
assets of an existing business. Once a transaction is complete,                 
it                                                                              
is possible that the present management and shareholders of the                 
Company will not be in control of the Company. In addition, a                   
majority or all of the Companys officers and directors may, as                  
part                                                                            
of the terms of the transaction, resign and be replaced by new                  
officers and directors without a vote of the Companys                           
shareholders.                                                                   
It is anticipated that securities issued in any such                            
reorganization                                                                  
would be issued in reliance on exemptions from registration under               
applicable Federal and state securities laws. In some                           
circumstances,                                                                  
however, as a negotiated element of this transaction, the Company               
may agree to register such securities either at the time the                    
transaction is consummated, under certain conditions, or at                     
specified time thereafter. The issuance of substantial additional               
securities and their potential sale into any trading market which               
may develop in the Companys Common Stock may have a depressive                  
effect on such market.                                                          

While the actual terms of a transaction to which the Company may                
be                                                                              
a party cannot be predicted, it may be expected that the parties                
to                                                                              
the business transaction will find it desirable to avoid the                    
creation of a taxable event and thereby structure the acquisition               
in                                                                              
a so called tax free reorganization under Sections 368(a)(1) or                 
351 of the Internal Revenue Code of 1986, as amended (the                       
Code).                                                                          
In order to obtain tax free treatment under the Code, it may be                 
necessary for the owners of the acquired business to own 80% or                 
more                                                                            
of the voting stock of the surviving entity. In such event, the                 
shareholders of the Company, including investors in this                        
offering,                                                                       
would retain less than 20% of the issued and outstanding shares                 
of                                                                              
the surviving entity, which could result in significant dilution                
in                                                                              
the equity of such shareholders.                                                

As part of the Companys investigation, officers and directors of                
the Company will meet personally with management and key                        
personnel,                                                                      
may visit and inspect material facilities, obtain independent                   
analysis or verification of certain information provided, check                 
references of management and key personnel, and take other                      
reasonable investigative measures, to the extent of the Companys                
limited financial resources and management expertise.                           

The manner in which the Company participates in an opportunity                  
with                                                                            
a target company will depend on the nature of the opportunity,                  
the                                                                             
respective needs and desires of the Company and other parties,                  
the                                                                             
management of the opportunity, and the relative negotiating                     
strength                                                                        
of the Company and such other management.                                       

With respect to any mergers or acquisitions, negotiations with                  
target company management will be expected to focus on the                      
percentage of the Company which the target companys shareholders                
would acquire in exchange for their shareholdings in the target                 
company. Depending upon, among other things, the target companys                
assets and liabilities, the Companys shareholders will, in all                  
likelihood, hold a lesser percentage ownership interest in the                  
Company following any merger or acquisition. The percentage                     
ownership may be subject to significant reduction in the event                  
the                                                                             
Company acquires a target company with substantial assets. Any                  
merger or acquisition effected by the Company can be expected to                
have a significant dilutive effect on the percentage of shares                  
held                                                                            
by the Companys then shareholders, including purchasers in this                 
offering.                                                                       

Management has advanced, and will continue to advance, funds                    
which                                                                           
shall be used by the Company in identifying and pursuing                        
agreements                                                                      
with target companies. Management anticipates that these funds                  
will                                                                            
be repaid from the proceeds of any agreement with the target                    
company, and that any such agreement may, in fact, be contingent                
upon the repayment of those funds.                                              

Competition                                                                     

The Company is an insignificant participant among firms which                   
engage                                                                          
in business combinations with, or financing of, development-stage               
enterprises. There are many established management and financial                
consulting companies and venture capital firms which have                       
significantly greater financial and personal resources, technical               
expertise and experience than the Company. In view of the                       
Companys                                                                        
limited financial resources and management availability, the                    
Company                                                                         
will continue to be at significant competitive disadvantage vis-                
a-                                                                              
vis the Companys competitors.                                                   

Year 2000 Compliance                                                            

The Company is aware of the issues associated with the                          
programming                                                                     
code in existing computer systems as the year 2000 approaches.                  
The                                                                             
Company has assessed these issues as they relate to the Company,                
and                                                                             
since the Company currently has no operating business and does                  
not                                                                             
use any computers, and since it has no customers, suppliers or                  
other                                                                           
constituents, it does not believe that there are any material                   
year                                                                            
2000 issues to disclose in this Form 10-SB.                                     

Regulation and Taxation                                                         

The Investment Company Act of 1940 defines an investment                        
company                                                                         
as an issuer which is or holds itself out as being engaged                      
primarily                                                                       
in the business of investing, reinvesting or trading securities.                
While the Company does not intend to engage in such activities,                 
the                                                                             
Company may, through business combinations, obtain and hold a                   
minority interest in a number of development stage enterprises.                 
The                                                                             
Company could be expected to incur significant registration and                 
compliance costs if required to register under the Investment                   
Company Act of 1940. Accordingly, management will continue to                   
review                                                                          
the Companys activities from time to time with a view toward                    
reducing the likelihood the Company could be classified as an                   
investment company.                                                             

The Company intends to structure a merger or acquisition in such                
manner as to minimize Federal and state tax consequences to the                 
Company and to any target company.                                              

Employees                                                                       

The Companys only employees at the present time are its officers                
and directors, who will devote as much time as the Board of                     
Directors determine is necessary to carry out the affairs of the                
Company. (See Management).                                                      

The Companys only employees at the present time are its officers                
and directors, who will devote as much time as the Board of                     
Directors determine is necessary to carry out the affairs of the                
Company. (See Management).                                                      

ITEM 3. DESCRIPTION OF PROPERTY.                                                

The Company at present has no interest in any real property.  The               
Company neither owns nor leases any real property.  Office                      
services                                                                        
are provided without charge by a director.  Such costs are                      
immaterial to the financial statements, and accordingly, have not               
been reflected therein.                                                         

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                     
MANAGEMENT.                                                                     

The following table sets forth each person known to the Company,                
as                                                                              
of April 29, 1999, to be a beneficial owner of five percent (5%)                
or                                                                              
more of the Companys common stock, by the Companys directors                    
individually, and by all of the Companys directors and executive                
officers as a group. Except as noted, each person has sole voting               
and investment power with respect to the shares shown. (Note: the               
only such beneficial holder is also a member of management.                     
Therefore, only one table is included.)                                         

Title of                                                                        
Class                                                                           
Name/Address                                                                    
of Owner                                                                        
Shares                                                                          
Beneficially                                                                    
Owned                                                                           
Percentage                                                                      
Ownership                                                                       
Common                                                                          
Vincent Van Den Brink                                                           
3158 Redhill Ave., Ste. 240                                                     
Costa Mesa, CA  92626                                                           
1,000,000                                                                       
100%                                                                            

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL                   
PERSONS                                                                         

The members of the Board of Directors of the Company serve until                
the                                                                             
next annual meeting of the stockholders, or until their                         
successors                                                                      
have been elected. The officers serve at the pleasure of the                    
Board                                                                           
of Directors.                                                                   

There are no agreements for any officer or director to resign at                
the                                                                             
request of any other person, and none of the officers or                        
directors                                                                       
named below are acting on behalf of, or at the direction of, any                
other person.                                                                   

The Companys officers and directors will devote their time to                   
the                                                                             
business on an as-needed basis, which is expected to require 5-                 
10                                                                              
hours per month.                                                                

Information as to the directors and executive officers of the                   
Company is as follows:                                                          

Name/Address                                                                    
Age                                                                             
Position                                                                        
Vincent Van Den Brink                                                           
3158 Redhill Ave., Ste. 240                                                     
Costa Mesa, CA  92626                                                           

President/Secretary/Director                                                    

Vincent Van Den Brink; President, Secretary, Director                           

Mr. Vincent Van Den Brink 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 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, export products and sourcing products for                    
international for international clients.  He holds degrees in                   
automotive engineering, business administration, and small                      
business                                                                        
management.  He is fluent in English, Dutch, German and                         
Afrikaans.                                                                      
Blank Check Experience                                                          

None of the above officers and directors has had any previous                   
blank                                                                           
check experience.                                                               

There is no family relationship between any of the officers and                 
directors of the Company. The Companys Board of Directors has                   
not                                                                             
established any committees.                                                     

Conflicts of Interest                                                           

Insofar as the officers and directors are engaged in other                      
business                                                                        
activities, management anticipates it will devote only a minor                  
amount of time to the Companys affairs. The officers and                        
directors                                                                       
of the Company may in the future become shareholders, officers or               
directors of other companies which may be formed for the purpose                
of                                                                              
engaging in business activities similar to those conducted by the               
Company. The Company does not currently have a right of first                   
refusal pertaining to opportunities that come to managements                    
attention insofar as such opportunities may relate to the                       
Companys                                                                        
proposed business operations.                                                   

The officers and directors are, so long as they are officers or                 
directors of the Company, subject to the restriction that all                   
opportunities contemplated by the Companys plan of operation                    
which                                                                           
come to their attention, either in the performance of their                     
duties                                                                          
or in any other manner, will be considered opportunities of, and                
be                                                                              
made available to the Company and the companies that they are                   
affiliated with on an equal basis. A breach of this requirement                 
will                                                                            
be a breach of the fiduciary duties of the officer or director.                 
Subject to the next paragraph, if a situation arises in which                   
more                                                                            
than one company desires to merge with or acquire that target                   
company and the principals of the proposed target company have no               
preference as to which company will merge or acquire such target                
company, the company of which the President first became an                     
officer                                                                         
and director will be entitled to proceed with the transaction.                  
Except as set forth above, the Company has not adopted any other                
conflict of interest policy with respect to such transactions.                  

Investment Company Act of 1940                                                  

Although the Company will be subject to regulation under the                    
Securities Act of 1933 and the Securities Exchange Act of 1934,                 
management believes the Company will not be subject to regulation               
under the Investment Company Act of 1940 insofar as the Company                 
will                                                                            
not be engaged in the business of investing or trading in                       
securities. In the event the Company engages in business                        
combinations which result in the Company holding passive                        
investment                                                                      
interests in a number of entities, the Company could be subject                 
to                                                                              
regulation under the Investment Company Act of 1940. In such                    
event,                                                                          
the Company would be required to register as an investment                      
company                                                                         
and could be expected to incur significant registration and                     
compliance costs. The Company has obtained no formal                            
determination                                                                   
from the Securities and Exchange Commission as to the status of                 
the                                                                             
Company under the Investment Company Act of 1940 and,                           
consequently,                                                                   
any violation of such Act would subject the Company to material                 
adverse consequences.                                                           
ITEM 6. EXECUTIVE COMPENSATION                                                  

None of the Companys officers and/or directors receive any                      
compensation for their respective services rendered to the                      
Company,                                                                        
nor have they received such compensation in the past. They both                 
have                                                                            
agreed to act without compensation until authorized by the Board                
of                                                                              
Directors, which is not expected to occur until the Registrant                  
has                                                                             
generated revenues from operations after consummating a merger or               
acquisition. As of the date of this registration statement, the                 
Company has no funds available to pay directors. Further, none of               
the directors are accruing any compensation pursuant to any                     
agreement with the Company.                                                     

It is possible that, after the Company successfully consummates a               
merger or acquisition with an unaffiliated entity, that entity                  
may                                                                             
desire to employ or retain one or more members of the Companys                  
management for the purposes of providing services to the                        
surviving                                                                       
entity, or otherwise provide other compensation to such persons.                
However, the Company has adopted a policy whereby the offer of                  
any                                                                             
post-transaction remuneration to members of management will not                 
be a                                                                            
consideration in the Companys decision to undertake any proposed                
transaction. Each member of management has agreed to disclose to                
the                                                                             
Companys Board of Directors any discussions concerning possible                 
compensation to be paid to them by any entity which proposes to                 
undertake a transaction with the Company and further, to abstain                
from voting on such transaction. Therefore, as a practical                      
matter,                                                                         
if each member of the Companys Board of Directors is offered                    
compensation in any form from any prospective merger or                         
acquisition                                                                     
candidate, the proposed transaction will not be approved by the                 
Companys Board of Directors as a result of the inability of the                 
Board to affirmatively approve such a transaction.                              

It is possible that persons associated with management may refer                
a                                                                               
prospective merger or acquisition candidate to the Company. In                  
the                                                                             
event the Company consummates a transaction with any entity                     
referred                                                                        
by associates of management, it is possible that such an                        
associate                                                                       
will be compensated for their referral in the form of a finders                 
fee. It is anticipated that this fee will be either in the form                 
of                                                                              
restricted common stock issued by the Company as part of the                    
terms                                                                           
of the proposed transaction, or will be in the form of cash                     
consideration. However, if such compensation is in the form of                  
cash,                                                                           
such payment will be tendered by the acquisition or merger                      
candidate, because the Company has insufficient cash available.                 
The                                                                             
amount of such finders fee cannot be determined as of the date                  
of                                                                              
this registration statement, but is expected to be comparable to                
consideration normally paid in like transactions. No member of                  
management of the Company will receive any finders fee, either                  
directly or indirectly, as a result of their respective efforts                 
to                                                                              
implement the Companys business plan outlined herein. Persons                   
associated with management is meant to refer to persons with                    
whom                                                                            
management may have had other business dealings, but who are not                
affiliated with or relatives of management.                                     

No retirement, pension, profit sharing, stock option or insurance               
programs or other similar programs have been adopted by the                     
Registrant for the benefit of its employees.                                    
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                          

The Board of Directors has passed a resolution which contains a                 
policy that the Company will not seek an acquisition or merger                  
with                                                                            
any entity in which any of the Companys Officers, Directors,                    
principal shareholders or their affiliates or associates serve as               
officer or director or hold any ownership interest. Management is               
not aware of any circumstances under which this policy may be                   
changed through their own initiative.                                           

The proposed business activities described herein classify the                  
Company as a blank check company. Many states have enacted                      
statutes, rules and regulations limiting the sale of securities                 
of                                                                              
blank check companies in their respective jurisdictions.                        
Management does not intend to undertake any efforts to cause a                  
market to develop in the Companys securities until such time as                 
the                                                                             
Company has successfully implemented its business plan described                
herein.                                                                         

There are no relationships or transaction to be reported.                       

ITEM 8. 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 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER                        
MATTERS.                                                                        

The Companys common stock is not quoted on the over-the-counter                 
market in the United States. Management has not undertaken any                  
discussions, preliminary or otherwise, with any prospective                     
market                                                                          
maker concerning the participation of such market maker in the                  
after-market for the Companys securities and management does not                
intend to initiate any such discussions until such time as the                  
Company has consummated a merger or acquisition. There is no                    
assurance that a trading market will ever develop or, if such a                 
market does develop, that it will continue.                                     

After a merger or acquisition has been completed, one or both of                
the                                                                             
Companys officers and directors will most likely be the persons                 
to                                                                              
contact prospective market makers. It is also possible that                     
persons                                                                         
associated with the entity that merges with or is acquired by the               
Company will contact prospective market makers. The Company does                
not                                                                             
intend to use consultants to contact market makers.                             

Market Price                                                                    

The Registrants Common Stock is not quoted at the present time.                 
Effective August 11, 1993, the Securities and Exchange Commission               
adopted Rule 15g-9, which established the definition of a penny                 
stock, for purposes relevant to the Company, as any equity                      
security                                                                        
that has a market price of less than $5.00 per share or with an                 
exercise price of less than $5.00 per share, subject to certain                 
exceptions. For any transaction involving a penny stock, unless                 
exempt, the rules require: (i) that a broker or dealer approve a                
persons account for transactions in penny stocks; and (ii) the                  
broker or dealer receive from the investor a written agreement to               
the transaction, setting forth the identity and quantity of the                 
penny stock to be purchased. In order to approve a persons                      
account                                                                         
for transactions in penny stocks, the broker or dealer must (i)                 
obtain financial information and investment experience and                      
objectives of the person; and (ii) make a reasonable                            
determination                                                                   
that the transactions in penny stocks are suitable for that                     
person                                                                          
and that person has sufficient knowledge and experience in                      
financial                                                                       
matters to be capable of evaluating the risks of transactions in                
penny stocks. The broker or dealer must also deliver, prior to                  
any                                                                             
transaction in a penny stock, a disclosure schedule prepared by                 
the                                                                             
Commission relating to the penny stock market, which, in                        
highlight                                                                       
form, (i) sets forth the basis on which the broker or dealer made               
the suitability determination; and (ii) that the broker or dealer               
received a signed, written agreement from the investor prior to                 
the                                                                             
transaction. Disclosure also has to be made about the risks of                  
investing in penny stocks in both public offerings and in                       
secondary                                                                       
trading, and about commissions payable to both the broker-dealer                
and                                                                             
the registered representative, current quotations for the                       
securities                                                                      
and the rights and remedies available to an investor in cases of                
fraud in penny stock transactions. Finally, monthly statements                  
have                                                                            
to be sent disclosing recent price information for the penny                    
stock                                                                           
held in the account and information on the limited market in                    
penny                                                                           
stocks.                                                                         

The National Association of Securities Dealers, Inc. (the                       
NASD),                                                                          
which administers NASDAQ, has recently made changes in the                      
criteria                                                                        
for initial listing on the NASDAQ Small Cap market and for                      
continued                                                                       
listing. For initial listing, a company must have net tangible                  
assets of $4 million, market capitalization of $50 million or net               
income of $750,000 in the most recently completed fiscal year or                
in                                                                              
two of the last three fiscal years. For initial listing, the                    
common                                                                          
stock must also have a minimum bid price of $4 per share. In                    
order                                                                           
to continue to be included on NASDAQ, a company must maintain                   
$2,000,000 in net tangible assets and a $1,000,000 market value                 
of                                                                              
its publicly-traded securities. In addition, continued inclusion                
requires two market-makers and a minimum bid price of $1.00 per                 
share.                                                                          

Management intends to strongly consider undertaking a transaction               
with any merger or acquisition candidate which will allow the                   
Companys securities to be traded without the aforesaid                          
limitations.                                                                    
However, there can be no assurances that, upon a successful                     
merger                                                                          
or acquisition, the Company will qualify its securities for                     
listing                                                                         
on NASDAQ or some other national exchange, or be able to maintain               
the maintenance criteria necessary to insure continued listing.                 
The                                                                             
failure of the Company to qualify its securities or to meet the                 
relevant maintenance criteria after such qualification in the                   
future                                                                          
may result in the discontinuance of the inclusion of the                        
Companys                                                                        
securities on a national exchange. In such events, trading, if                  
any,                                                                            
in the Companys securities may then continue in the non-NASDAQ                  
over-the-counter market. As a result, a shareholder may find it                 
more                                                                            
difficult to dispose of, or to obtain accurate quotations as to                 
the                                                                             
market value of, the Companys securities.                                       

Holders                                                                         

There is one shareholder of the Companys Common Stock. All                      
shares                                                                          
were issued initially to the founder of the Company.  All of the                
issued and outstanding shares of the Companys Common Stock were                 
issued in accordance with the exemption from registration                       
afforded                                                                        
by Section 4(2) of the Securities Act of 1933.                                  

Dividends                                                                       

The Registrant has not paid any dividends to date, and has no                   
plans                                                                           
to do so in the immediate future.                                               

ITEM 10.        RECENT SALES OF UNREGISTERED SECURITIES.                        

There are no recent sales of unregistartd securities to be                      
reported.                                                                       
With respect to the sales made, the Registrant relied on Section                
4(2) of the Securities Act of 1933, as amended. No transfers of                 
stock have occurred since April 29, 1999. No advertising or                     
general                                                                         
solicitation was employed in offering the shares. The securities                
were offered for investment only and not for the purpose of                     
resale                                                                          
or distribution, and the transfer thereof was appropriately                     
restricted.                                                                     

Upon closing of a business combination, certain of the                          
shareholders                                                                    
will be restricted from selling their shares. Of the 1,000,000                  
shares currently issued and outstanding, the shares held by                     
management, totaling 1,000,000 shares, are restricted and may be                
sold in accordance with Rule 144. In general, under Rule 144, a                 
person (or persons whose shares are aggregated) who has satisfied               
a                                                                               
one year holding period, under certain circumstances, may sell                  
within any three-month period a number of shares which does not                 
exceed the greater of one percent of the then outstanding Common                
Stock or the average weekly trading volume during the four                      
calendar                                                                        
weeks prior to such sale. Rule 144 also permits, under certain                  
circumstances, the sale of shares without any quantity limitation               
by                                                                              
a person who has satisfied a two-year holding period and who is                 
not,                                                                            
and has not been for the preceding three months, an affiliate of                
the                                                                             
Company.                                                                        

ITEM 11.        DESCRIPTION OF SECURITIES.                                      

Common Stock                                                                    

The Companys Articles of Incorporation authorized the issuance                  
of                                                                              
Sixty Million (60,000,000) shares, consisting of 50,000,000                     
(fifty                                                                          
million) shares of Common Stock, $0.001 par value and Ten Million               
(10,000,000) Preferred Stock, $0.001, of which 1,000,000 Common                 
Shares were issued and are now outstanding.  The shares are non-                
assessable, without pre-emptive rights, and do not carry                        
cumulative                                                                      
voting rights. Holders of common shares are entitled to one vote                
for                                                                             
each share on all matters to be voted on by the stockholders. The               
shares are fully paid, non-assessable, without pre-emptive                      
rights,                                                                         
and do not carry cumulative voting rights. Holders of common                    
shares                                                                          
are entitled to share ratably in dividends, if any, as may be                   
declared by the Company from time-to-time, from funds legally                   
available. In the event of a liquidation, dissolution, or winding               
up                                                                              
of the Company, the holders of shares of common stock are                       
entitled                                                                        
to share on a pro-rata basis all assets remaining after payment                 
in                                                                              
full of all liabilities.                                                        

Management is not aware of any circumstances in which additional                
shares of any class or series of the Companys stock would be                    
issued                                                                          
to management or promoters, or affiliates or associates of                      
either.                                                                         

Preferred Stock                                                                 

The Companys Articles of Incorporation authorizes the issuance                  
of                                                                              
10,000,000 shares of preferred stock, $0.001 par value per share,               
none of which have been issued. The Company currently has no                    
plans                                                                           
to issue any preferred stock. The Companys Board of Directors                   
has                                                                             
the authority, without action by the shareholders, to issue all                 
or                                                                              
any portion of the authorized but unissued preferred stock in one               
or                                                                              
more series and to determine the voting rights, preferences as to               
dividends and liquidation, conversion rights, and other rights of               
such series. The preferred stock, if and when issued, may carry                 
rights superior to those of common stock; however no preferred                  
stock                                                                           
may be issued with rights equal or senior to the preferred stock                
without the consent of a majority of the holders of then-                       
outstanding                                                                     
preferred stock.                                                                

The Company considers it desirable to have preferred stock                      
available                                                                       
to provide increased flexibility in structuring possible future                 
acquisitions and financings, and in meeting corporate needs which               
may arise. If opportunities arise that would make the issuance of               
preferred stock desirable, either through public offering or                    
private                                                                         
placements, the provisions for preferred stock in the Companys                  
Certificate of Incorporation would avoid the possible delay and                 
expense of a shareholders meeting, except as may be required by                 
law                                                                             
or regulatory authorities. Issuance of the preferred stock could                
result, however, in a series of securities outstanding that will                
have certain preferences with respect to dividends and                          
liquidation                                                                     
over the common stock which would result in dilution of the                     
income                                                                          
per share and net book value of the common stock. Issuance of                   
additional common stock pursuant to any conversion right which                  
may                                                                             
be attached to the terms of any series of preferred stock may                   
also                                                                            
result in dilution of the net income per share and the net book                 
value of the common stock. The specific terms of any series of                  
preferred stock will depend primarily on market conditions, terms               
of                                                                              
a proposed acquisition or financing, and other factor existing at               
the time of issuance. Therefore it is not possible at this time                 
to                                                                              
determine in what respect a particular series of preferred stock                
will be superior to the Companys common stock or any other                      
series                                                                          
of preferred stock which the Company may issue. The Board of                    
Directors does not have any specific plan for the issuance of                   
preferred stock at the present time, and does not intend to issue               
any preferred stock at any time except on terms which it deems to               
be                                                                              
in the best interest of the Company and its shareholders.                       

The issuance of preferred stock could have the effect of making                 
it                                                                              
more difficult for a third party to acquire a majority of the                   
outstanding voting stock of the Company. Further, certain                       
provisions                                                                      
of Nevada law could delay or make more difficult a merger, tender               
offer, or proxy contest involving the Company. While such                       
provisions                                                                      
are intended to enable the Board of Directors to maximize                       
shareholder value, they may have the effect of discouraging                     
takeovers which could be in the best interests of certain                       
shareholders. There is no assurance that such provisions will not               
have an adverse effect on the market value of the Companys stock                
in                                                                              
the future.                                                                     

ITEM 12.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.                      

The Company and its affiliates may not be liable to its                         
shareholders                                                                    
for errors in judgment or other acts or omissions not amounting                 
to                                                                              
intentional misconduct, fraud, or a knowing violation of the law,               
since provisions have been made in the Articles of incorporation                
and                                                                             
By-laws limiting such liability. The Articles of Incorporation                  
and                                                                             
By-laws also provide for indemnification of the officers and                    
directors of the Company in most cases for any liability suffered               
by                                                                              
them or arising from their activities as officers and directors                 
of                                                                              
the Company if they were not engaged in intentional misconduct,                 
fraud, or a knowing violation of the law. Therefore, purchasers                 
of                                                                              
these securities may have a more limited right of action than                   
they                                                                            
would have except for this limitation in the Articles of                        
Incorporation and By-laws.                                                      

The officers and directors of the Company are accountable to the                
Company as fiduciaries, which means such officers and directors                 
are                                                                             
required to exercise good faith and integrity in handling the                   
Companys affairs. A shareholder may be able to institute legal                  
action on behalf of himself and all others similarly stated                     
shareholders to recover damages where the Company has failed or                 
refused to observe the law.                                                     

Shareholders may, subject to applicable rules of civil procedure,               
be                                                                              
able to bring a class action or derivative suit to enforce their                
rights, including rights under certain federal and state                        
securities                                                                      
laws and regulations. Shareholders who have suffered losses in                  
connection with the purchase or sale of their interest in the                   
Company in connection with such sale or purchase, including the                 
misapplication by any such officer or director of the proceeds                  
from                                                                            
the sale of these securities, may be able to recover such losses                
from the Company.                                                               

Insofar as indemnification for liabilities arising under the                    
federal                                                                         
securities laws may be permitted to directors and controlling                   
persons of the Company, the Company has been advised that in the                
opinion of the Securities and Exchange Commission such                          
indemnification is against public policy as expressed in the law                
and                                                                             
is, therefor, unenforceable.  In the event a demand for                         
indemnification is made, the Company will, unless in the opinion                
of                                                                              
its counsel the matter has been settled by controlling precedent,               
submit to a court of appropriate jurisdiction the question                      
whether                                                                         
such indemnification by it is against public policy as expressed                
in                                                                              
the law and will be governed by the final adjudication of such                  
issue.                                                                          

ITEM 13.        FINANCIAL STATEMENTS.                                           

The financial statements and supplemental data required by this                 
Item                                                                            
13 follow the index of financial statements appearing at Item 15                
of                                                                              
this Form 10-SB.                                                                

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH                                      
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.                             

The Registrant has not changed accountants since its formation,                 
and                                                                             
Management has had no disagreements with the findings of its                    
accountants.                                                                    

ITEM 15.        FINANCIAL STATEMENTS AND EXHIBITS.                              

FINANCIAL STATEMENTS.                                                           

Report of Independent Auditors, Kurt D. Saliger, dated May 1,                   
1999.                                                                           
Balance Sheet as of April 30, 1999.                                             
Statement of Operation for the period ended April 30, 1999.                     
Statement of Stockholders Equity.                                               
Statement of Cash Flows for the period ended April 30, 1999                     
Notes to Financial Statements                                                   

EXHIBITS                                                                        

3.1.    Articles of Incorporation                               
3.2.    By-Laws                                                 

SIGNATURES                                                                      

Pursuant to the requirements of Section 12 of the Securities                    
Exchange Act of 1934, the Registrant has duly caused this                       
registration statement to be signed on its behalf by the                        
undersigned, thereunto duly authorized.                                         

                                         THEINTERNETCORP.NET, INC.

                                           By:     /S/ Vincent van den
Brink                                                                           
                                                      Vincent van den Brink,
President                                                                       

THEINTERNETCORP.NET, INC.                                                       
FINANCIAL STATEMENTS                                                            

TABLE OF CONTENTS                                                               
INDEPENDENT AUDITORS REPORT                                                     
FINANCIAL STATEMENTS                                                            
BALANCE SHEET                                                                   
STATEMENT OF OPERATIONS                                                         
STATEMENT OF STOCKHOLDERS EQUITY                                                
STATEMENT OF CASH FLOWS                                                         
NOTES TO FINANCIAL STATEMENTS   6-7                                             

KURT D. SALIGER                                                                 
Certified Public Accountant                                                     
INDEPENDENT AUDITORS REPORT                                                     

Board of DirectorsTheInternetCorp.net, Inc.                                     
Las Vegas, Nevada                                                               

I have audited the accompanying balance sheet of                                
TheInternetCorp.net, Inc. (a development stage company), as of                  
April                                                                           
30, 1999; and the related statements of operations, stockholders                
equity and cash flows for the period from April 29, 1999 (date of               
inception) to April 30, 1999.  These financial statements are the               
responsibility of the Companys management.  My responsibility is                
to                                                                              
express an opinion on these financial statements based on my                    
audit.                                                                          

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. (a development stage company) at April                
30,                                                                             
1999 and the results of its operations and its cash flows for the               
period from April 29, 1999 (date of inception) to April 30, 1999                
in                                                                              
conformity with generally accepted accounting principles.                       

Kurt D. Saliger C.P.A.                                                          
May 03, 1999                                                                    

BALANCE SHEET                                                                   

April 30,                                                                       
1998                                                                            
ASSETS                                                                          

CURRENT ASSETS:                                                                 

Cash                                                                            
$0                                                                              
Stock Subscription Receivable                                                   
$765                                                                            
TOTAL CURRENT ASSETS                                                            
$765                                                                            
ORGANIZATIONAL COSTS, NET                                                       
$235                                                                            
TOTAL ASSETS                                                                    
$1,000                                                                          

LIABILITIES AND STOCKHOLDERS EQUITY                                             

CURRENT LIABILITIES:                                                            

Accounts Payable                                                                
$0                                                                              
TOTAL CURRENT LIABILITIES                                                       
$0                                                                              
LONG-TERM DEBT                                                                  
$0                                                                              
STOCKHOLDERS EQUITY:                                                            

Common Stock, $.001 par value authorized                                        
50,000,000 shares issued and outstanding                                        
at April 30, 1999, 1,000,000 shares                                             
$1,000                                                                          
Additional paid in Capital                                                      
0                                                                               
Deficit Accumulated During Development                                          
Stage                                                                           
$0                                                                              
TOTAL STOCKHOLDERS EQUITY                                                       
$1,000                                                                          
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                       
$1,000                                                                          

See accompanying notes to financial statements & audit report                   

THEINTERNETCORP.NET, INC.                                                       
(A Development Stage Company)                                                   
April 29, 1999 (Inception) to April 30, 1999                                    

STATEMENT OF OPERATIONS                                                         

INCOME:                                                                         

Revenue                                                                         
$0                                                                              

TOTAL INCOME                                                                    
$0                                                                              

EXPENSES:                                                                       

General, Selling and                                                            
Administrative                                                                  
$0                                                                              

Total Expenses                                                                  
$0                                                                              

Net Profit/Loss(-) From                                                         
Operations                                                                      
$0                                                                              

Interest Income                                                                 

$0                                                                              

INCOME (LOSS) BEFORE                                                            
INCOME TAXES                                                                    

$0                                                                              

Provision for income tax                                                        
$0                                                                              

NET INCOME (LOSS)                                                               
$0                                                                              

NET INCOME (LOSS)                                                               
PER SHARE-BASIC AND                                                             
DILUTED                                                                         
$0.0000                                                                         

AVERAGE NUMBER OF SHARES                                                        
OF COMMON STOCK                                                                 
OUTSTANDING                                                                     
1,000,000                                                                       

See accompanying notes to financial statements & audit report                   

THEINTERNETCORP.NET, INC.                                                       
(A Development Stage Company)                                                   
April 30, 1999                                                                  

STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY                                     

Common                                                                          
Shares                                                                          
Stock                                                                           
Amount                                                                          
Additional paid-in                                                              
capital                                                                         
(Deficit)                                                                       
Accumulated                                                                     
During                                                                          
Development                                                                     
Stage                                                                           
Issued for                                                                      
cash and organizational                                                         
costs                                                                           
April 29, 1999                                                                  
1,000,000                                                                       
$1,000                                                                          
$0                                                                              

Net Income April 29,                                                            
1999(Inception) to April 30,                                                    
1999                                                                            

$0                                                                              

Balance April 30, 1999                                                          
1,000,000                                                                       
$1,000                                                                          
$0                                                                              
$0                                                                              

See accompanying notes to financial statements & audit report                   

THEINTERNETCOPR.NET, INC.                                                       
(A Development Stage Company)                                                   
April 29, 1999 (Inception) to April 30, 1999                                    

STATEMENT OF CASH FLOWS                                                         

Cash Flows from Operating                                                       
Activities:                                                                     

Net Income                                                                      
$0                                                                              
(Increase) in stock subscription                                                
receivable                                                                      
($765)                                                                          
Net Cash (Used) In Operating                                                    
Activities                                                                      
($765)                                                                          
CASH FLOWS FROM INVESTING                                                       
ACTIVITIES                                                                      
Purchase of organizational                                                      
costs                                                                           
$0                                                                              

($765)                                                                          
CASH FLOWS FROM FINANCING                                                       
ACTIVITIES                                                                      
Issuance of Common Stock for                                                    
cash                                                                            
$765                                                                            
Net Increase in Cash                                                            
$0                                                                              

Cash, April 29, 1999                                                            
$0                                                                              
Cash, April 30, 1999                                                            
$0                                                                              

See accompanying notes to financial statements & audit report                   

THEINTERNETCORP.NET, INC.                                                       
(A Development Stage Company)                                                   
April 29, 1999 (inception) to April 30, 1999                                    

NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY                                

The Company was incorporated on April 29, 1999 under the laws of                
the                                                                             
State of Nevada.  The company was organized to engage in any                    
lawful                                                                          
activity.  The Company currently has no operations and, in                      
accordance with SFAS #7, is considered a development stage                      
company.                                                                        

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Accounting Method                                                               

The Company 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.  Amortization is                       
recorded                                                                        
using the straight-line method over a sixty (60) month period.                  

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 weighted average number                 
of                                                                              
common shares outstanding during the period. Diluted loss per                   
share                                                                           
reflects per share amounts that would have resulted if dilative                 
common stock equivalents had been converted to common stock. As                 
of                                                                              
April 30, 1999, the Company had no dilative 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 April 30, 1999 due to the zero                    
net income and no Nevada state Income tax in the state of the                   
Companys 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 $.001 per                     
share.                                                                          

Preferred Stock                                                                 

The authorized Preferred Stock of The InternetCorp.net, Inc.                    
consists of 10,000,000 shares with a par value of $0.001 per                    
share.                                                                          

Dates Referenced Herein

This ‘10SB12G/A’ Filing		Date		Other Filings
		6/1/99		None on these Dates
Filed on:		5/28/99
		5/3/99
		5/1/99
		4/30/99
		4/29/99
		4/30/98
		8/11/93
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