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<SEC-DOCUMENT>0001024020-02-000002.txt : 20020415
<SEC-HEADER>0001024020-02-000002.hdr.sgml : 20020415
ACCESSION NUMBER:		0001024020-02-000002
CONFORMED SUBMISSION TYPE:	10SB12G
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20020308

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BEAR LAKE RECREATION INC
		CENTRAL INDEX KEY:			0001074871
		IRS NUMBER:				870620495
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		10SB12G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-49671
		FILM NUMBER:		02570803

	BUSINESS ADDRESS:	
		STREET 1:		66 EXCHANGE PLACE
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84111
		BUSINESS PHONE:		8015026100

	MAIL ADDRESS:	
		STREET 1:		66 EXCHANGE PLACE
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84111
</SEC-HEADER>
<DOCUMENT>
<TYPE>10SB12G
<SEQUENCE>1
<FILENAME>form10sb12g.txt
<TEXT>
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-SB

                      Registration Statement on Form 10-SB


              GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
                                BUSINESS ISSUERS

                           BEAR LAKE RECREATION, INC.
                          ---------------------------
          (Name of Small Business Issuer as specified in its charter)



           NEVADA                                   87-0620495
           ------                                   ----------
(State or other jurisdiction of                (I.R.S. incorporation or
        organization)                              Employer I.D. No.)


                                66 Exchange Place
                           Salt Lake City, Utah 84111
                           ---------------------------
                     (Address of Principal Executive Office)


Issuer's Telephone Number, including Area Code:  (801) 961-7333

Securities registered pursuant to Section 12(b) of the Exchange Act:

         None

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

         $0.001 par value common stock
       -----------------------------
            Title of Class

DOCUMENTS INCORPORATED BY REFERENCE: None.  See the Exhibit Index herein.


                                       1
<PAGE>

                                     PART I

Item 1.  Description of Business.

Business Development.

     Organization and Charter Amendments and General History

     Bear Lake Recreation,  Inc. (the "Company") was organized under the laws of
the State of Nevada on October 22, 1998. The Company was formed to engage in any
lawful purpose.

     The Company's initial  authorized capital consisted of 50,000,000 shares of
$0.001 par value common voting stock. A total of 1,000,000 shares were issued at
inception at a price of $0.001 per share.  There are currently  1,374,200 shares
currently issued and outstanding.

     A copy of the Company's Articles of Incorporation is attached as an exhibit
to this Registration Statement on Form 10-SB. See Part III, Item 1.

     General History

     The  Company's  initial  operations  consisted of renting  snowmobiles  and
all-terrain  vehicles  (ATV's).  The  Company  had also  planned  on  organizing
snowmobile  rental  packages  which would have  included  lodging at Ideal Beach
Resort at Bear Lake,  Utah.  The Company has  abandoned the  snowmobile  and ATV
plans.

     On June 27,  2000,  the Company  entered  into a licensing  agreement  with
AlCORP,  an  Oregon  limited  liability  company,   to  purchase  the  right  to
manufacture,  use, market, and sell the "NetCaddy", a backpack style bag used to
transport  fishing  gear.  The Company is still  pursuing  these  operations  as
outlined under the caption, "Managements Discussion and Analysis" hereinafter.

     Public Offering

     Pursuant to a Confidential  Offering  Memorandum dated November 15, 1998 to
March 4, 1999, the Company  conducted a public offering  pursuant to Rule 504 of
Regulation D of the Securities and Exchange  Commission,  for the sale of 45,000
shares of its one mill  ($0.001)  par value common stock at a price of $1.00 per
share for gross proceeds of $45,000 cash.  These securities were exempt from the
registration requirements of Section 5 of the Securities Act of 1933, as amended
(the "1933 Act"),  under  Section 3(b) thereof and Rule 504  promulgated  by the
Securities  and Exchange  Commission  as a part of Regulation D. The proceeds of
this offering were exhausted in pursuit of the Company's  initial  operations of
renting  snowmobiles  and  all-terrain  vehicles  (ATV's).  The Company had also
planned on  organizing  snowmobile  rental  packages  that  would have  included
lodging at Ideal Beach  Resort at Bear Lake,  Utah.  The Company  abandoned  the
snowmobile and ATV plans.

     Sales of  "unregistered"  and  "restricted"  securities over the past three
years

     In July and August 2000, the Company completed an offering pursuant to Rule
506 of Regulation D, for the sale of 329,200 shares of its one mill ($0.001) par
value common stock at a price of $0.125 per share for gross  proceeds of $41,150
cash  consideration  for the  issuance.  The  Company  utilized  the  funds  for
operations related to a licensing  agreement,  as entered into on June 27, 2000,
with  ALCORP,  an  Oregon  limited  liability  company,  to  purchase  rights to
manufacture,  use, market,  and sell the NetCaddy,  a backpack style bag used to
transport fishing gear.

     On October 25,  1998,  the Board of Directors  authorized a stock  issuance
totaling  1,000,000  shares to Steven D.  Moulton,  formerly  an  officer of the
Company, for cash consideration of $1,000.

     Changes in Control

     On or about October 28, 1999,  Frank Gillen  purchased  700,000  shares (or
approximately 72% of the issued and outstanding  shares) of the Company's common
stock from Steve Moulton. In conjunction with the sale, Mr. Moulton resigned and
appointed Mr. Gillen as a Director and President. Other than the aforementioned,
there have been no  changes in  control.  There are no present  arrangements  or
pledges  of our  securities  that may result in a change in control of Bear Lake
Recreation. See the caption "Management's Discussion and Analysis".

     Business

     The  Company  is  currently  operating  under  the  terms of the  licensing
agreement with ALCORP,  which allows for the  manufacturing,  use, marketing and
selling of the "NetCaddy" invention.  See the caption,  "Managements  Discussion
and Analysis".

                                       2
<PAGE>

                                  Risk Factors

EARLY STAGE OF DEVELOPMENT

     The Company was formed in  October,  1998,  and is at a very early stage of
development.  It is subject to all of the risks  inherent  in any new  business.
These risks include:

the need for substantial capital to support its development efforts;

the need to establish sales;

dependence upon a single product;

losses associated with start-up; and

competition.

LOSSES ASSOCIATED WITH START-UP

     The  Company  has not  had a  successful  operating  history.  The  Company
abandoned its operations in Bear Lake and has not been profitable, to date, with
the  manufacturing  and sale of the  NetCaddy.  The  purchase of  inventory  and
website  development  required large up front  expenditures  and working capital
during the  initial  start-up  period.  The  Company  expects  that its  initial
expenses  will result in losses early in its  development.  It can not guarantee
that it will become  profitable  after it completes  its initial  purchases.  To
date, the Company has not realized  revenues  sufficient to cover expenses.  See
Management's Discussion and Analysis or Plan of Operation.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS AND MARGINS; SEASONALITY OF BUSINESS

     The Company's  operating results are likely to continue to fluctuate in the
future as a result of a variety of  factors,  many of which will be outside  the
Company's control.  Most of these matters will not apply to the Company until it
has achieved a preliminary level of success in its operations, as to which there
can be no  assurance.  Some of these factors may include  material  reduction or
cancellation  of the  NetCaddy  product or the loss of any major client that the
Company may attract;  the amount and timing of the receipt of any new  products;
timing of hiring or loss of any personnel;  the amount and timing of the opening
or closing of website  e-commerce  locations;  introduction and acceptance of an
additional products; the amount and the relative mix of any high-margin products
as compared  to lower  margin  products;  capital  expenditures  and other costs
relating to any expansion of operations; the level of demand for "Netcaddy"; the
ability to maintain adequate staffing to service clients or vendors effectively;
the cost of advertising and related media; the amount and timing of expenditures
by consumers for leisure related  products;  the introduction of new products or
services by competitors;  pricing changes in the industry;  economic  conditions
specific to internet security  affecting sales from the Company's  website;  and
general economic conditions.  The Company may also experience seasonality in its
business,  resulting in diminished revenues as a consequence of decreased demand
for fishing related  products during winter months.  Due to all of the foregoing
factors,  the  Company's  operating  results in any given quarter may fall below
expectations. In such an event, any future trading price of the Company's common
stock would likely be materially and adversely affected.

EVOLVING BUSINESS MODEL

     The Company and its  prospects  must be  considered  in light of the risks,
expenses and difficulties  frequently encountered by companies in an early stage
of  development,  particularly  companies  in a saturated  and well  established
market  such as the  fishing  accessory  products  business.  Such risks for the
Company include,  but are not limited to, an evolving business model. To address
these risks the  Company  must,  among other  things,  develop  strong  business
development and management  activities,  develop the strength and quality of its
operations,  maximize the quality of products at low cost of production, seek to
establish  brand name  recognition  for the  NetCaddy,  respond  to  competitive
developments and attract, retain and motivate qualified vendors. There can be no
assurance  that the Company will be successful in meeting these  challenges  and
addressing such risks; the failure to do so could have a material adverse effect
on the  Company's  business,  financial  condition,  results of  operations  and
prospects.

                                       3
<PAGE>

RISKS RELATED TO FUTURE ACQUISITIONS, IF ANY

     A key  component  of the  Company's  growth  strategy is expected to be the
acquisition  of firms that meet the Company's  goals for strategic  growth.  The
successful  implementation of this strategy will depend on the Company's ability
to  identify  suitable  acquisition   candidates,   acquire  such  companies  on
acceptable terms and integrate their operations  successfully  with those of the
Company.  There can be no  assurance  that the Company  will be able to identify
additional suitable  acquisition  candidates or that the Company will be able to
acquire such candidates on acceptable terms.  Moreover,  in pursuing acquisition
opportunities  the Company may compete with other  companies with similar growth
strategies,  certain  of  which  competitors  may be  larger  and  have  greater
financial  and  other   resources  than  the  Company.   Competition  for  these
acquisition  targets may also result in increased prices of acquisition  targets
and a diminished pool of companies available for acquisition.  Acquisitions also
involve a number of other  risks,  including  adverse  effects on the  Company's
reporting  operating results from increases in goodwill  amortization,  acquired
in-process  technology,  stock  compensation  expense resulting from newly hired
employees,  the diversion of management  attention,  potential disputes with the
sellers of one or more acquired  entities and the possible failure to retain key
acquired personnel.  Lack of client satisfaction or performance problems with an
acquired firm could also have a material adverse impact on the reputation of the
Company  as a whole,  and any  acquired  subsidiary  could  significantly  under
perform relative to the Company's  expectations.  For all of these reasons,  the
Company's pursuit of an overall  acquisition  strategy or any individual pending
or future  acquisition  may have a  material  adverse  effect  on the  Company's
business, financial condition,  results of operations and prospects.  Management
expects that, for the foreseeable  future,  shares of the Company's common stock
will be the sole  consideration for any such acquisition.  As the Company issues
stock to complete any future acquisition,  existing shareholders will experience
ownership dilution.

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

     Depending upon the Company's ability to sell current inventory, the Company
currently  anticipates  that its available  cash resources will be sufficient to
meet  its  presently   anticipated   working  capital  and  capital  expenditure
requirements  for the next fiscal year.  However,  the Company may need to raise
additional  funds in order to support  any  expansion,  develop  new or enhanced
services and products,  respond to competitive pressures,  acquire complementary
businesses   or  product   licensing   or  take   advantage   of   unanticipated
opportunities.  The Company's  future  liquidity and capital  requirements  will
depend upon numerous  factors,  including the success of its current product and
competing technological and market developments.  The Company may be required to
raise   additional  funds  through  public  or  private   financing,   strategic
relationships  or  other  arrangements.  There  can be no  assurance  that  such
additional  funding,  if needed,  will be available on terms  acceptable  to the
Company, or at all. Furthermore, any additional equity financing may be dilutive
to  stockholders,  and debt  financing,  if available,  may involve  restrictive
covenants,  which may limit the Company's operating  flexibility with respect to
certain business matters. If additional funds are raised through the issuance of
equity securities,  the percentage  ownership of the stockholders of the Company
will be reduced,  stockholders  may experience  additional  dilution in net book
value per share,  and such equity  securities  may have rights,  preferences  or
privileges  senior to those of the  holder of the  Company's  common  stock.  If
adequate funds are not available on acceptable  terms, the Company may be unable
to develop or enhance  its  services  and  products,  take  advantage  of future
opportunities  or respond to  competitive  pressures,  any of which could have a
material  adverse  effect  on its  business,  financial  condition,  results  of
operations and prospects.

FRANK GILLEN CONTROLS THE COMPANY

     Frank  Gillen  beneficially  owns  approximately  51.4% of its  outstanding
common  stock.  As a result,  Mr.  Gillen will be able to  exercise  significant
influence  over  all  matters  requiring  stockholder  approval,  including  the
election of directors and approval of significant corporate  transactions.  Such
concentration  of ownership may also have the effect of delaying or preventing a
change in control of the Company.

NO INTENTION TO PAY DIVIDENDS

     The Company  does not expect to pay  dividends  on its common  stock in the
foreseeable  future.  Future  dividends,  if any, will depend upon the Company's
earnings, if any.

     Lack of Profitability Resulting From NetCaddy Licensing Agreement.

     On June 27,  2000,  the Company  entered  into a licensing  agreement  with
ALCORP, an Oregon limited liability company,  to purchase rights to manufacture,
use,  market,  and sell the Net Caddy,  a backpack  style bag used to  transport
fishing  gear.  As a result of  operations  under the  licensing  agreement  the
Company has produced approximately $1,146 and $200 in sales revenue for the year
ended June 30, 2001 and six months  ended June 30,  2001,  respectively.  Losses
from  operations  for the same periods were $23,237 and $7,596.  The Company can
make no guarantees  that sales revenue will increase or that our operations will
ever be profitable. See the caption, "Results of Operations".

                                       4
<PAGE>

         Auditor's 'Going Concern' Opinion.
         ---------------------------------

     The  Independent  Auditor's  Report issued in  connection  with the audited
financial  statements of the Company for the calendar years ended June 30, 2001,
and 2000,  expresses  "The Company has not  established  revenues  sufficient to
cover its  operating  costs and allow it to  continue  as a going  concern.  The
Company  will be  expanding  its  marketing  efforts  in  association  with  the
manufacturing,  marketing  and  selling  of  the  Net  Caddy.  In  the  interim,
management  is  committed  to  covering  all  operating  and other  costs  until
sufficient revenues are generated." See the Index to Financial Statements,  Part
F/S of this Registration Statement.

         Management to Devote Insignificant Time to Activities of the Company.

     Members of the Company's  management  are not required to devote their full
time to the affairs of the Company. Because of time commitments,  as well as the
fact that the Company has limited revenue producing  operations,  the members of
management currently devote approximately 5 to 10 hours a week to the activities
of  the  Company.  If the  Company  identifies  a  suitable  acquisition  target
management  will need to devote  more time  than  what is  required  by  current
operations.

         No Market for Common Stock; No Market for Shares.

     The Company  intends to submit for quotation of its common stock on the OTC
Bulletin  Board of the NASD and to seek a  broker-dealer  to act as market maker
for its securities  (without the use of any  consultant),  there is currently no
market for such shares, there have been no discussions with any broker-dealer or
any other person in this regard, and no market maker has been identified;  there
can be no assurance that such a market will ever develop or be  maintained.  Any
market  price for  shares of common  stock of the  Company  is likely to be very
volatile,  and  numerous  factors  beyond the  control of the Company may have a
significant  effect. In addition,  the stock markets generally have experienced,
and continue to  experience,  extreme price and volume  fluctuations  which have
affected the market price of many small  capital  companies and which have often
been  unrelated to the operating  performance  of these  companies.  These broad
market fluctuations,  as well as general economic and political conditions,  may
adversely  affect the market price of the  Company's  common stock in any market
that may develop. Sales of "restricted  securities" under Rule 144 may also have
an adverse effect on any market that may develop. All outstanding  securities of
the Company have satisfied the "holding"  period  requirements  of Rule 144. See
Part II, Item 4, and Part III, Item 1.

THE COMPANY'S SECURITIES WILL BE PENNY STOCK

     There has never  been an  "established  public  market"  for the  Company's
common  stock.  Depending  upon  the  Company's  result  of  operations  or  the
completion of an acquisition  transaction,  if at all, it may attempt to qualify
for quotation on either NASDAQ or a national  securities  exchange.  However, at
least  initially,  any trading in its common stock will most likely be conducted
in the over-the-counter market in the "pink sheets" or the OTC Bulletin Board of
the NASD.

     If the Company is able to obtain  quotations  on the OTCBB,  we expect that
its  common  stock  will  be  penny  stock  as  defined  in Rule  3a51-1  of the
Commission.  This designation may adversely affect the development of any public
market for the Company's  shares of common stock or, if such a market  develops,
its continuation. Broker-dealers are required to personally determine whether an
investment in penny stock is suitable for customers.

     Penny stocks are  securities (i) with a price of less than five dollars per
share; (ii) that are not traded on a recognized  national exchange;  (iii) whose
prices are not quoted on the NASDAQ automated  quotation  system  (NASDAQ-listed
stocks must still meet  requirement  (i)  above);  or (iv) of an issuer with net
tangible  assets  less than  $2,000,000  (if the issuer  has been in  continuous
operation  for at least three years) or $5,000,000  (if in continuous  operation
for less  than  three  years),  or with  average  annual  revenues  of less than
$6,000,000 for the last three years.

                                       5
<PAGE>

     Section  15(g) of the 1934 Act,  and Rule 15g-2 of the  Commission  require
broker-dealers  dealing in penny stocks to provide  potential  investors  with a
document  disclosing  the risks of penny stocks and to obtain a manually  signed
and dated written receipt of the document before  effecting any transaction in a
penny stock for the  investor's  account.  Potential  investors in the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing any shares that are deemed to be penny stock.

     Rule 15g-9 of the  Commission  requires  broker-dealers  in penny stocks to
approve the  account of any  investor  for  transactions  in such stocks  before
selling  any  penny  stock  to  that  investor.   This  procedure  requires  the
broker-dealer to (i) obtain from the investor information  concerning his or her
financial  situation,  investment  experience  and investment  objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these requirements may make it more difficult for the Company's  stockholders to
resell their shares to third parties or to otherwise dispose of them.

The Company Will Seek Out Business Opportunities.

     Due to the limited scope of current operations, management will continue to
seek  out  and  investigate  business  opportunities  through  every  reasonably
available fashion, including personal contacts, professionals, securities broker
dealers,  venture  capital  personnel,  members of the  financial  community and
others who may present unsolicited  proposals;  the Company may also be inclined
to bring a company to the public market  through a "reverse"  reorganization  or
merger.

     In any  business  venture,  there are  substantial  risks  specific  to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified;  however,  at a minimum,
the  Company's  present  and  proposed   business   operations  will  be  highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven venture, and will include those types of risk factors outlined below.

     Absence of Substantive  Disclosure  Relating to  Prospective  Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may  acquire,  potential  investors  in the Company  will have  virtually  no
substantive  information  upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if  the  Company  had  already  identified  a  potential  acquisition  or if the
acquisition  target  had made an  offering  of its  securities  directly  to the
public.  The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.

     Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified  any particular  industry or business in which to
concentrate  its  acquisition  efforts.   Accordingly,   prospective   investors
currently  have no basis  to  evaluate  the  comparative  risks  and  merits  of
investing  in the  industry or business  which the Company may  acquire.  To the
extent that the Company  may  acquire a business  in a high-risk  industry,  the
Company will become subject to those risks. Similarly, if the Company acquires a
financially  unstable  business  or a  business  that is in the early  stages of
development, the Company will become subject to the numerous risks to which such
businesses  are  subject.  Although  management  intends to  consider  the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.

     Uncertain  Structure  of  Acquisition.  Management  has had no  preliminary
contact or discussions  regarding,  and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business.  Accordingly,
it is unclear whether such an acquisition  would take the form of an exchange of
capital stock, a merger or an asset  acquisition.  However,  because the Company
has  virtually  no  resources  as of the  date of this  Registration  Statement,
management  expects that any such acquisition would take the form of an exchange
of capital stock.

                                       6
<PAGE>

Principal Products and Services

     The Company  currently has one product;  the "NetCaddy".  The "NetCaddy" is
being  marketed as a patented  backpack  style  fishing  accessory  package that
contains a medium size net and two tackle  boxes for $49.95.  Approximately  500
initial units have been produced.

     All  accessories  that  accompany the backpack have been  purchased from an
independent  manufacturer for the purposes of resale. The Company estimates that
all items,  excluding the backpack, add an additional $6 to $8 to the total cost
of goods sold.

     The Company's initial product run for the backpack  consisted of a one time
contract  with  Jack  Nadel,  Inc.  of Salt Lake  City for the  purchase  of raw
materials and  construction.  Jack Nadel facilitated the purchase of fabric from
Earth  Ray of Walla  Walla,  Washington  at a cost of  approximately  $4.95  per
backpack. Additional cost of goods sold include the sewing, as completed by Jack
Nadel, Inc., at a cost $10.15 per backpack.

Recent Public Announcements

     None; not applicable.

Distribution Methods of the Products or Services

     The  Company  has  utilized  two  primary  communication  mediums  to reach
potential consumers;  primarily relying on ecommerce sales through the Company's
website  "smarttackle.com"  and through  infomercials.  The Company's website is
hosted under the URL of  "SmartTackle.com",  which is owned by Shane  Alcorn,  a
party to the ALCORP licensing agreement, which is attached hereto as an exhibit.
Use of this URL is provided at no charge and the Company  retains all rights and
ownership of the website  development.  Management  believes that changing URL's
would have minimal effect on the Company's sales.

     DigitalRanch,  a Salt Lake City  based  web-site  designed,  developed  the
Company's website at  "smarttackle.com"  which has a fully functional  ecommerce
component  allowing for online purchases as well as being easily  expandable for
future product  development.  The Company incurred  initial website  development
costs of $10,309, which have been subsequently depreciated by $3,150.

     Cascade Mediaworks, of Portland Oregon, directed and produced a 1:00 minute
TV spot production designed to run as an infomercial.  The infomercial aired for
five  consecutive  weeks during  November and December of 2000 as an advertising
spot during Fly Fish Television magazine on The Outdoor Channel. The Company did
not see any direct  increase  in sales as a benefit  from the  television  spot.
Management does not believe that it will pursue future  infomercial  productions
unless the Company is able to obtain airtime on a well  established  infomercial
station such as QVC.

     Other than the  aforementioned,  the only other advertising or distribution
expenses  incurred  by  the  Company  have  been  for  professionally   designed
brochures.  To date, the brochures have only been distributed with products that
have been sold, intended to facilitate additional orders from repeat customers.

     The Company  believes that if sales volume does not improve,  it would be
able to liquidate  inventory on any one of number of popular  auction  websites.
Management cannot guarantee that it will be able to obtain sufficient  revenue
from the  liquidation  of  inventory  to  remain  as a going  concern.  However,
management will continue to explore additional products to replace the NetCaddy.

     The Company does not currently have sufficient funds to properly budget for
future  advertising.  It is likely that any capital  expenditures that allow the
Company to advertise would have to be loaned from principals, who currently have
no such  intentions.  There can be no  assurance  that the Company  will receive
sufficient  operating revenues to allow for an advertising budget in the future;
if it is not  successful in this regard,  the Company may be unable to attract a
sufficient  number of new  customers  to allow its  business  to  continue.  The
Company  currently has no plans to raise  additional  capital for advertising or
any additional marketing of the NetCaddy.

                                       7
<PAGE>

Competitive Business Conditions

     The fishing  accessory and device industry is highly  competitive.  Many of
the Company's  existing and potential  competitors  have  financial,  personnel,
marketing and other resources  significantly  greater than those of the Company,
as well as other competitive  advantages  including customer bases. A few of the
Company's     competitors     are,     as     follows;      "www.tackleman.com",
"www.harrisangling.co.uk",  "www.creekcompany.com". Management believes that the
biggest  competitive  advantage that these  competitors have is there ability to
offer a larger range of products and represent well known brand names.

Sources and Availability of Raw Materials and Names of Principal Suppliers.

     See the caption "Principal Products and Services".

Dependence on One or a Few Major Customers.

     None;  the Company has not  established  one or even a few  customers  that
account for any  substantial  amount of sales.  Currently,  the Company has only
been able to obtain individual unit sales for the Netcaddy which is not intended
to generate recurring consumer purchases as it is a durable product.

Patents, Trademarks,  Licenses,  Franchisees,  Concessions,  Royalty Payments or
Labor Contracts

     On June 27,  2000,  the Company  entered  into a licensing  agreement  with
ALCORP,  an Oregon  Limited  Liability  Corporation,  allowing  the  Company  to
co-manufacture,  co-market,  and sell the NetCaddy. Shane Alcorn is the owner of
ALCORP,  the holder of United States Patent No.  6,036,067,  defined as "CARRIER
FOR FISH LANDING NET" and referred to herein as the "NetCaddy",  dated March 14,
2000. Mr. Alcorn, through ALCORP, has remained involved in all manufacturing and
marketing of the NetCaddy as well as being  listed on the  Company's  website to
answer customer questions.

     The general  provisions of the agreement  are set forth  hereafter.  For an
entire copy of the Licensing Agreement see the exhibit index.

               The Licensing  agreement called for the initial payment of $5,000
          and 5,000 shares of the Company's common stock.  These shares have not
          been issued as of the date of this Registration Statement.

               Royalties;  75  percent  of the  EBITDA  based  on or  using  the
          Invention,  Information  or Patents.  The Company has not entered into
          any sublicense agreements, nor do they anticipate any such agreements.

               Investment;  The  Company was  required to have liquid  assets of
          no-less-than $40,000 to effect this agreement.

               Term;  The  Agreement  and the rights and  licenses  granted  are
          effective for five years from June 27, 2000, subject to the following:

               o    Once the Company has realized  EBITDA of $60,000 based on or
                    using the Invention,  ALCORP may terminate the agreement for
                    $5,000.

               o    If ALCORP  executes  this  option,  the Company will receive
                    royalties  from  ALCORP  equal to 15 percent of EBITDA for a
                    period of two years.

               o    The Company may at any time, upon six months' written notice
                    to ALCORP, terminate the Agreement.

                                       8
<PAGE>

Need for Government Approval of Principal Products or Services

     Because the Company  currently  produces  only one product,  the  Netcaddy,
which is mainly comprised of OEM  manufactured  components,  whereas  management
does not believe the Company is presently subject to any governmental regulation
in this regard.  The only such agreement was fulfilled with the initial delivery
of 500 units and no other  manufacturing  agreements  have  been  entered  into,
However,  in the event  that the  Company  engages  in a merger  or  acquisition
transaction  with an entity  that  engages in such  activities,  it will  become
subject  to all  governmental  approval  requirements  to which  the  merged  or
acquired entity is subject.

     Upon the effective date of this  Registration  Statement,  the Company will
become  subject to Regulation  14A  promulgated  by the  Securities and Exchange
Commission  under  the 1934  Act.  Section  14(a) of the 1934 Act  requires  all
companies with securities registered pursuant to Section 12(g) thereof to comply
with the  rules  and  regulations  of the  Securities  and  Exchange  Commission
regarding proxy  solicitations as outlined in Regulation 14A. Matters  submitted
to  stockholders  of the  Company  at a special  or annual  meeting  thereof  or
pursuant  to a  written  consent  shall  require  the  Company  to  provide  its
stockholders with the information outlined in Schedules 14A or 14C of Regulation
14;  preliminary  copies of this information must be submitted to the Securities
and  Exchange  Commission  at least 10 days  prior to the date  that  definitive
copies of this  information are forwarded to  stockholders.  See the Risk Factor
"Government Regulation and Legal Uncertainties."

Effect of Existing or Probable Governmental Regulations on Business.

     Other than  maintaining  current  tax  filings  with the  Internal  Revenue
Service and State Tax Agencies; keeping in good standing in the State of Nevada;
complying with applicable local business licensing  requirements;  preparing its
periodic reports under the Securities Exchange Act of 1934, as amended (the 1934
Act); and complying with other applicable securities laws, rules and regulations
as set forth  above,  the  Company  does not believe  that  existing or probable
governmental regulations will have a material effect on its operations.

     The integrated  disclosure system for small business issuers adopted by the
Commission  in  Release  No.  34-30968  and  effective  as of August  13,  1992,
substantially  modified the information  and financial  requirements of a "Small
Business  Issuer,"  defined to be an issuer  that has  revenues of less than $25
million;  is a U.S. or Canadian issuer; is not an investment  company;  and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however,  an entity is not a small business issuer if it has a public float (the
aggregate  market  value  of  the  issuer's   outstanding   securities  held  by
non-affiliates) of $25 million or more.

Research and Development

     Although  the  fishing  industry  relies  on  technological   advancements,
management does not believe that the Company's proposed  operations will require
research and development in the traditional sense.

Number of Employees

     Other than its  President,  Frank  Gillen,  the  Company  currently  has no
employees.  Mr.  Gillen  is  responsible  for  all  of  the  Company's  proposed
operations  for the  foreseeable  future.  The  Company  will  hire a  marketing
representative  to increase a network of vendors if necessary  and if it is able
to pay the required wage or salary from operating revenues.

     Mr.  Gillen will work  without any salary until the Company has proven that
it can obtain sufficient operating revenues to stay in business. In this regard,
Mr. Gillen estimates that the Company would have to receive revenues of at least
$125,000 to $150,000  per year.  At that time,  Mr.  Gillen  would begin to take
compensation that is consistent with the Company's operating  revenues.  See the
caption "Executive Compensation."

     Mr. Alcorn,  who is listed as a customer contact on the Company's  website,
is not deemed to be an employee of the Company.  Mr. Alcorn's  involvement  with
the Company is limited to the provisions of the Licensing Agreement, as attached
hereto as an exhibit.

                                       9
<PAGE>

Cost and Effects of Compliance with Environmental Laws.

     None; not applicable.  However,  environmental  laws, rules and regulations
may have an adverse  effect on any business  venture viewed by the Company as an
attractive  acquisition,  reorganization or merger candidate,  and these factors
may further  limit the number of potential  candidates  available to the Company
for acquisition, reorganization or merger.

Item 2. Management's Discussion and Analysis or Plan of Operation.

Plan of Operations.

     The Company is a development  stage  company.  Management  believes that in
light of the large  increase in the number of small and  medium-sized  companies
that will become connected to the internet, the size of the potential market for
goods  and  services  on  the  internet  will  continue  to  increase   rapidly.
Accordingly,  the  volume  of  business  available  to  those  who  can  provide
well-prepared web pages and related services will also increase rapidly over the
next several years.

     The Company  plans to continue  providing  fulfillment  of web based sales,
placed through the Company's website,  until such time as accumulated  inventory
has been  significantly  reduced.  Currently,  all  sales are  derived  from the
internet. As of the date of this Registration  Statement the Company's inventory
of the NetCaddy is approximately 470 units, which are being stored by Mr. Alcorn
at no expense to the Company.  Once inventory has been reduced,  the Company may
consider  other product lines that may have greater  market  appeal.  Management
believes that the NetCaddy remains a viable product but additional  products may
be easier for the Company to bring to market.  No products are  currently  being
considered.  In  addition,  the  Company  hopes  to  expand  its  operations  by
acquiring,  joint venturing or merging with other retail product providers,  not
necessarily within the same industry,  in exchange for the issuance of shares of
its common stock. As of the date of this Registration Statement, the Company has
not entered into any  agreements in this regard,  and there is no assurance that
the Company will be  successful  in entering  into a  transaction  with any such
entity.

     During the next 12 months,  management  does not plan to spend any funds in
advertising  expenses.  Other than  maintaining the website,  the only method of
advertising being considered by management is to post the NetCaddy on an auction
service such as E-bay or similar  service.  To date, no action has been taken to
engage an auction type service. See the heading Liquidity of this caption.

     The foregoing contains forward-looking  statements and information,  all of
which is modified by reference to the caption Risk Factors.

Plan of Operation.

     The  Company's  plan of operation  for the next 12 months is to continue to
seek  potential  buyers to reduce the  current  levels of  inventory  along with
considering  new products and the possible  acquisition  of assets,  property or
business that may benefit the Company and its stockholders.  Because the Company
has  virtually no  resources,  management  anticipates  that to achieve any such
acquisition, the Company will be required to issue shares of its common stock as
the sole consideration for such venture.

     Management does not believe that further  inventory of the NetCaddy will be
purchased  unless sales volume is substantial  increased.  With the exception of
fulfilling customer orders derived from the Company's website;  over the next 12
months,  the Company's only  foreseeable  cash  requirements  will relate to the
payment of expenses  associated  with reviewing or  investigating  any potential
product development or business venture,  which may be advanced by management or
principal  stockholders  as loans to the  Company.  Because  the Company has not
identified any such venture as of the date of this Registration Statement, it is
impossible to predict the amount of any such loan.  However,  any such loan will
not exceed  $25,000 and will be on terms no less  favorable  to the Company than
would be available from a commercial lender in an arm's length  transaction.  As
of the date of this Registration  Statement,  the Company has not actively begun
to seek any such venture. No advance or loan from any affiliate will be required
to be repaid as a condition to any agreement with future acquisition partners.

                                       10
<PAGE>

Results of Operations.

     At inception,  the Company  issued  1,000,000  unregistered  and restricted
shares of its common stock to Steven Moulton in consideration  of $1,000.  On or
about March 4, 1999, the Company  conducted a public  offering  pursuant to Rule
504 of  Regulation D, for the sale of 45,000 shares of its one mill ($0.001) par
value common  stock at a price of $1.00 per share for gross  proceeds of $45,000
cash  consideration  for  the  issuance.  The  proceeds  of this  offering  were
exhausted in pursuit of the Company's initial operations of renting  snowmobiles
and  all-terrain  vehicles  (ATV's).  The Company had also planned on organizing
snowmobile  rental  packages  that would have  included  lodging at Ideal  Beach
Resort at Bear Lake, Utah. The Company abandoned the snowmobile and ATV plans.

     In July and August 2000, the Company completed an offering pursuant to Rule
506 of Regulation D, for the sale of 329,200 shares of its one mill ($0.001) par
value common stock at a price of $0.125 per share for gross  proceeds of $41,150
cash  consideration  for the  issuance.  The Company has  utilized the funds for
operations related to a licensing agreement,  as entered into, on June 27, 2000,
with  ALCORP,  an  Oregon  limited  liability  company,  to  purchase  rights to
manufacture,  use, market,  and sell the NetCaddy,  a backpack style bag used to
transport fishing gear. See the heading  Distribution Methods of the Products or
Services of the caption Description of Business.

     The Company  incurred  losses of ($7,596) and had total sales of $200,  for
the six month period ended  December 31, 2001.  Primarily all of these  expenses
were accounting fees and depreciation expense of $1,718.

     The Company  incurred losses of ($32,303) for the year ended June 30, 2001;
and ($6,828) for the year ended June 30, 2000.  Primarily all of these  expenses
were incurred for purchasing  inventory,  loss of disposal of equipment relating
to former snowmobile operations and website development.

                                       11

Liquidity.

     As of  December  31,  2001,  the  Company  had cash on hand of $2,577.  The
Company's cash on hand will not be sufficient to conduct operations greater than
the sustainment of the Company's website. Currently, the Company has no plans to
raise additional  capital other than through loans from management.  The Company
has had only limited  operations and it can provide no assurance that it will be
successful in this regard.

Item 3. Description of Property.

     Aside from current inventory,  valued at approximately $11,981, the Company
has no substantial  property.  Inventory is currently stored by Mr. Alcorn at no
expense to the  Company.  The  business  address  is the  office  address of its
President,  Frank Gillen, and is provided rent-free. The Company has free access
to Mr. Gillen's telephone system.  Depending on its growth, the Company may find
it  necessary  to  acquire  an  office  and  telephone  system  of its own,  but
management does not believe that this will be necessary in the near future.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

Security Ownership of Certain Beneficial Owners.

     The following  table sets forth the share holdings of those persons who own
more than five percent of the Company's  common stock as of February 1, 2002, to
wit:

                                                Number of Shares      Percentage
Name and Address                                Beneficially Owned     of Class
- ----------------                                ------------------     --------

Frank Gillen ................................            700,000          51.4%
66 Exchange Place
Salt Lake City, UT 84111

Steven D. Moulton ...........................            250,000          18.2%
1140 Westmont Suite #300
Houston, Texas 77015


TOTALS: .....................................          1,000,000         72.77%


                                       12
<PAGE>

Security Ownership of Management.

     The following table sets forth the share holdings of the Company's director
and executive officer as of December 31, 2001 to wit:

                                              Number of Shares
                                              Beneficially Owned   Percentage of
Name and Address                              as of 12/31/01          of Class
- ----------------                              ------------------   -------------

Frank Gillen .................................        700,000             51.4%
66 Exchange Place
Salt Lake City, UT 84111

TOTALS .......................................        700,000             51.4%


Changes in Control.

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.

Item 5.  Directors, Executive Officers, Promoters and Control Persons.

Identification of Directors and Executive Officers.

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.

                                  Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
- ----                  ----       -----------   --------------

Frank Gillen           President,      10/99          *
                       Director

          * These persons presently serve in the capacities indicated.

Business Experience.

     Frank Gillen, age 31, is a registered  representative  with Arizona Capital
Group,  a NASD broker  dealer.  Mr. Gillen joined  Arizona  Capital in 2001. Mr.
Gillen was the president of Maven  Strategic  Partners,  Inc. in Salt Lake City,
Utah from March 1999 until November 2000.  Maven Strategic  Partners,  Inc. is a
business consulting firm. Prior to forming Maven Strategic  Partners,  Inc., Mr.
Gillen was employed by Alpine Securities  Corporation in Salt Lake City, Utah as
a registered representative.  While at Alpine Securities Corporation, Mr. Gillen
was involved in several  private and public  placements  and  underwritings  for
companies.  Mr.  Gillen  also  acted as one of Alpine  Securities  Corporation's
designated  traders and covered  market  making  activities  for several  public
companies.

Significant Employees.

     The Company has no employees who are not executive officers.

Family Relationships.

     Frank Gillen,  the Company's  President and sole director is the brother of
Shane Alcorn, the manager of ALCORP, LLC.

Involvement in Certain Legal Proceedings.

     During  the past five  years,  no  present  or former  director,  executive
officer or person nominated to become a director or an executive  officer of the
Company:

               (1) was a general  partner or  executive  officer of any business
          against which any bankruptcy petition was filed, either at the time of
          the bankruptcy or two years prior to that time;

               (2) was convicted in a criminal  proceeding or named subject to a
          pending criminal  proceeding  (excluding  traffic violations and other
          minor offenses);

               (3)  was  subject  to  any  order,   judgment   or  decree,   not
          subsequently reversed, suspended or vacated, of any court of competent
          jurisdiction,   permanently   or   temporarily   enjoining,   barring,
          suspending  or  otherwise  limiting  his  involvement  in any  type of
          business, securities or banking activities; or

               (4) was found by a court of  competent  jurisdiction  (in a civil
          action),  the  Securities  and Exchange  Commission  or the  Commodity
          Futures  Trading  Commission  to have  violated  a  federal  or  state
          securities or commodities law, and the judgment has not been reversed,
          suspended or vacated.

                                       13
<PAGE>

Item 6.  Executive Compensation.

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company for services rendered during the periods indicated:


                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation

                    Annual Compensation   Awards  Payouts

(a)             (b)   (c)   (d)   (e)   (f)    (g)     (h)   (i)

                                                Secur-
                                                ities        All
Name and   Year or               Other   Rest-  Under-  LTIP Other
Principal  Period   Salary Bonus Annual  ricted lying   Pay- Comp-
Position   Ended      ($)   ($)  Compen- Stock  Options outs ensat'n
- -----------------------------------------------------------------

Gillen
Frank,
President, 6/30/00      0    0     0       0      0     0     0
Director   6/30/01      0    0     0       0      0     0     0
           6/30/02      0    0     0       0      0     0     0


     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards  were  issued or granted to the  Company's  management  during the fiscal
years  ended June 30,  2001 or 2000,  or the period  ended  December  31,  2001.
Further,  no member of the Company's  management  has been granted any option or
stock appreciation  rights;  accordingly,  no tables relating to such items have
been included within this Item.

Compensation of Directors.

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

Employment  Contracts  and  Termination  of  Employment  and   Change-in-Control
Arrangements.

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his resignation,  retirement or other  termination of
employment with the Company,  any change in control of the Company,  or a change
in the person's responsibilities following a change in control of the Company.

Item 7.  Certain Relationships and Related Transactions.

     There have been no material  transactions,  series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company  and any  director,  executive  officer,  five  percent  stockholder  or
associate.

                                       14
<PAGE>

Item 8.  Description of Securities.

     The  Company  has  one  class  of  securities  authorized,   consisting  of
50,000,000  shares of $0.001 par value common voting stock.  There are currently
1,374,200  shares issued and  outstanding.  The holders of the Company's  common
stock are entitled to one vote per share on each matter submitted to a vote at a
meeting  of  stockholders.  The shares of common  stock do not carry  cumulative
voting rights in the election of directors.

     Stockholders  of  the  Company  have  no  pre-emptive   rights  to  acquire
additional shares of common stock or other  securities.  The common stock is not
subject to redemption  rights and carries no subscription or conversion  rights.
In the event of  liquidation  of the  Company,  the  shares of common  stock are
entitled  to  share  equally  in  corporate  assets  after  satisfaction  of all
liabilities.  All shares of the common stock now  outstanding are fully paid and
non-assessable.

No Outstanding Options, Warrants or Calls

     There are no outstanding options,  warrants or calls to purchase any of the
authorized securities of the Company.

No Provisions Limiting Change of Control

     There is no provision in the Company's  Articles of Incorporation or Bylaws
that would delay, defer, or prevent a change in control of the Company.

                                       15
<PAGE>


                                     PART II

Item 1. Market Price of and Dividends on the  Company's  Common Equity and Other
Stockholder Matters.
- --------------------

Market Information.

     There has never  been any  established  public  market for shares of common
stock of the  Company.  The  Company  intends to submit  for  listing on the OTC
Bulletin  Board of the NASD.  No assurance  can be given that any market for the
Company's  common  stock will  develop  or be  maintained.  For any market  that
develops for the  Company's  common  stock,  the sale of  restricted  securities
(common stock) pursuant to Rule 144 of the Securities and Exchange Commission by
Messrs.  Gillen and Moulton or any other person to whom any such  securities may
be issued in the future may have a substantial adverse impact on any such public
market.  Information  about the date when Messrs.  Gillen and Moulton's  holding
period of restricted  securities commenced can be found under the caption Recent
Sales of Unregistered Securities.

     A minimum  holding  period of one year is required  for resales  under Rule
144,  along  with  other  pertinent  provisions,  including  publicly  available
information  concerning the Company (this  requirement  will be satisfied by the
filing and effectiveness of this Registration Statement,  the passage of 90 days
and the  continued  timely  filing by the Company of all reports  required to be
filed by it with the  Securities  and Exchange  Commission);  limitations on the
volume of  restricted  securities  which can be sold in any 90 day  period;  the
requirement of unsolicited broker's transactions;  and the filing of a Notice of
Sale of Form 144.

Holders.

     The number of record holders of the Company's  securities as of the date of
this Registration Statement is approximately 62.

Dividends.

     The Company has not declared any cash  dividends with respect to its common
stock, and does not intend to declare dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and if and  until the  Company  completes  any  acquisition,  reorganization  or
merger,  no such policy will be formulated.  There are no material  restrictions
limiting, or that are likely to limit, the Company's ability to pay dividends on
its securities.

Item 2.  Legal Proceedings.

     The  Company is not a party to any  pending  legal  proceeding  and, to the
knowledge  of  management;  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.

Item  3.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.
- ---------------------

     The Company's  principal  independent  accountant  has changed from Thurman
Shaw of Bountiful,  Utah, who audited the Company's financial statenents for the
year ended June 30, 2000, to Hansen Barnett and Maxwell of Salt Lake City, Utah.

     This  change was a result of Thurman  Shaw's  election to  discontinue  SEC
auditing.  There were no  disagreements  between the  Company  and the  previous
auditor.

Item 4. Recent Sales of Unregistered Securities.

     Common Stock
     ------------
                                          Date        Number of      Aggregate
     Name                               Acquired       Shares      Consideration
     ----                               --------      ---------    -------------

Steve Moulton ................        10/25/98        1,000,000     $   1,000

Purchasers under .............        3/4/99             45,000     $  45,000
Rule 504 offering

Purchasers under .............        8/4/00            329,200     $  41,150
Rule 506 offering

                                       16
<PAGE>

Item 5.  Indemnification of Directors and Officers.

     Section  78.751(1)  of the Nevada  Revised  Statutes  ("NRS")  authorizes a
Nevada corporation to indemnify any director,  officer,  employee,  or corporate
agent  "who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative,  except an action by or in the right
of the corporation" due to his corporate role.  Section  78.751(1)  extends this
protection "against expenses,  including attorneys' fees,  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action,  suit or  proceeding  if he acted in good faith and in a manner
which he  reasonably  believed to be in or not opposed to the best  interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful."

     Section  78.751(2)  of  the  NRS  also  authorizes  indemnification  of the
reasonable  defense or  settlement  expenses of a corporate  director,  officer,
employee or agent who is sued, or is threatened  with a suit, by or in the right
of the  corporation.  The party must have been acting in good faith and with the
reasonable  belief that his actions were not opposed to the  corporation's  best
interests.  Unless the court  rules  that the party is  reasonably  entitled  to
indemnification,  the party  seeking  indemnification  must not have been  found
liable to the corporation.

     To the extent that a corporate  director,  officer,  employee,  or agent is
successful  on the merits or  otherwise in  defending  any action or  proceeding
referred to in Section  78.751(1)  or  78.751(2),  Section  78.751(3) of the NRS
requires that he be indemnified  "against expenses,  including  attorneys' fees,
actually and reasonably incurred by him in connection with the defense."

     Section 78.751 (4) of the NRS limits  indemnification under Sections 78.751
(1) and  78.751(2) to situations  in which either (1) the  stockholders,  (2)the
majority  of a  disinterested  quorum of  directors,  or (3)  independent  legal
counsel determine that indemnification is proper under the circumstances.

     Pursuant to Section  78.751(5) of the NRS, the  corporation  may advance an
officer's or director's  expenses incurred in defending any action or proceeding
upon receipt of an undertaking. Section 78.751(6)(a) provides that the rights to
indemnification and advancement of expenses shall not be deemed exclusive of any
other  rights  under  any  bylaw,   agreement,   stockholder  vote  or  vote  of
disinterested   directors.   Section   78.751(6)(b)   extends   the   rights  to
indemnification  and  advancement  of  expenses to former  directors,  officers,
employees and agents, as well as their heirs, executors, and administrators.

     Regardless of whether a director,  officer, employee or agent has the right
to indemnity,  Section  78.752 allows the  corporation  to purchase and maintain
insurance on his behalf against liability resulting from his corporate role.


                                       17
<PAGE>


                                    PART F/S

                          Index to Financial Statements
                     Report of Certified Public Accountants

Financial Statements
- --------------------


                           BEAR LAKE RECREATION, INC.
                          (A Development Stage Company)









               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                       AND
                              FINANCIAL STATEMENTS









                             June 30, 2001 and 2000


                            HANSEN, BARNETT & MAXWELL
                           A Professional Corporation
                          CERTIFIED PUBLIC ACCOUNTANTS
                                        3

<PAGE>






                           BEAR LAKE RECREATION, INC.
                          (A Development Stage Company)


                                TABLE OF CONTENTS


                                                                           Page

Report of Independent Certified Public Accountants .........................F-1

Report of Thurman Shaw & Co., L.C., Independent Auditors....................F-2

Balance Sheets - December 31, 2001 (Unaudited), June 30, 2001
  and 2000..................................................................F-3

Statements of Operations for the Six Months Ended December 31, 2001
 (Unaudited), the Years Ended June 30, 2001 and 2000, and for the
 Cumulative Period October 22, 1998 (Date of Inception) through
 December 31, 2001 (Unaudited)..............................................F-4

Statements of Stockholders' Equity for the Cumulative Period October
 22, 1998  (Date of Inception) through June 30, 1999, for the Years
 Ended June 30, 2000 and 2001, and for the Six Months Ended
 December 31, 2001 (Unaudited).............................................F-5

Statements of Cash Flows for the Six Months Ended December 31, 2001
 (Unadited), the Years Ended June 30, 2001 and 2000, and for the
 Cumulative Period October 22, 1998 (Date of Inception) through
 December 31, 2001 (Unaudited)..............................................F-6

Notes to Financial Statements...............................................F-7




                                              4
<PAGE>


HANSEN, BARNETT & MAXWELL                                 (801) 532-2200
A Professional Corporation                              Fax (801) 532-7944
CERTIFIED PUBLIC ACCOUNTANTS                        5 Triad Center, Suite 750
                                                 Salt Lake City, Utah 84180-1128
                                                          www.hbmcpas.com


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
Bear Lake Recreation, Inc.

We have audited the accompanying balance sheet of Bear Lake Recreation,  Inc. (a
development  stage company) as of June 30, 2001,  and the related  statements of
operations,  stockholders' equity and cash flows for the year then ended and for
the cumulative period from October 22, 1998 (date of inception) through June 30,
2001.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit. We did not audit the financial statements of Bear
Lake  Recreation,  Inc. for the period from October 22, 1998 (date of inception)
through June 30, 2000. Such statements are included in the cumulative totals for
the period from  October 22, 1998 (date of  inception)  through June 30, 2000 of
the statements of operations,  stockholders'  equity, and cash flows and reflect
73 percent of the related  cumulative net loss. Those statements were audited by
other auditors  whose report has been furnished to us, and our opinion,  insofar
as it relates to amounts for the period from inception to June 30, 2000 included
in the cumulative totals, is based solely upon the report of the other auditors.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we 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.  We believe that our audit and the report of
the other auditors provide a reasonable basis for our opinion.

In our  opinion,  based on our audit and the report of the other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position  of Bear Lake  Recreation,  Inc. (a  development  stage
company) as of June 30,  2001,  and the results of its  operations  and its cash
flows for the year then ended and for the  cumulative  period  from  October 22,
1998 (date of inception)  through June 30, 2001, in conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company is a development stage  enterprise,  has not
earned any revenue, has suffered losses from operation and has had negative cash
flows from operating  activities  during the year ended June 30, 2001 and during
the period from October 22, 1998 (date of  inception)  through June 30, 2001. At
June 30,  2001,  the  Company  has a working  capital  deficiency  and a capital
deficiency. These matters raise substantial doubt about the Company's ability to
continue as a going concern.  Management's  plans  concerning  these matters are
also  described  in  Note  2.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.


                                                   HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
October 3, 2001

                        Member of AICPA Division of Firms
                                 Member of SECPS
                                       F-1

<PAGE>



THURMAN SHAW & CO., L.C.
- --------------------------------------------------------------------------------

Certified Public Accountants                                    James K. Thurman
                                                                 Jeffrey L. Shaw
                                                                  Justin R. Shaw


                                 INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
Bear Lake Recreation, Inc.
Salt Lake City, Utah

We have audited the  statement of  financial  position of Bear Lake  Recreation,
Inc.  (a  development  stage  company)  as of June  30,  2000,  and the  related
statements of operations, changes in stockholders' equity and cash flows for the
year then  ended  and  cumulative  for the  period  October  22,  1998  (date of
inception)   through  June  30,  2000.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on our  audit.  The  financial
statements of Bear Lake  Recreation,  Inc. from inception  through June 30, 1999
(not  presented  herein),  were audited by another  auditor whose report,  dated
September 24, 1999,  expressed an unqualified  opinion on those statements.  Our
opinion,  in so far as it relates to the cumulative  amounts for the period from
inception  through  June 30,  1999,  is based  solely on the report of the other
auditor.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatements. 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.
We  believe  that our  audit  and the  report  of the  other  auditor  provide a
reasonable basis for our opinion.

In our  opinion,  based on our audit and the  report of the other  auditor,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position  of Bear Lake  Recreation,  Inc. (a  development  stage
company)  as of June 30,  2000,  and the results of its  operations,  changes in
stockholders'  equity and cash flows for the year then ended and cumulative from
October 22, 1998 (date of inception)  through June 30, 2000, in conformity  with
generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  the Company is a  development  stage  company  with no  significant
operating  revenues to date which together  raises  substantial  doubt about its
ability to continue  as a going  concern.  Management's  plan in regard to these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                                   THURMAN SHAW & CO., L.C.

Bountiful, Utah
September 28, 2000

                                             F-2

<PAGE>
<TABLE>
<CAPTION>



                                     BEAR LAKE RECREATION, INC.
                                    (A Development Stage Company)
                                           BALANCE SHEETS



                                                          December 31,   June 30,   June 30,
                                                             2001          2001       2000
                                                          (Unaudited)
                                     ASSETS
Current Assets
<S>                                                         <C>        <C>         <C>
    Cash................................................... $ 2,577    $     55    $  6,900
    Inventory .............................................  11,981      11,981        --
    Loan to stockholder ...................................    --         4,900       1,000
                                                              -----       -----       -----
        Total Current Assets ..............................  14,558      16,936       7,900
                                                            -------      ------       -----

Property and Equipment
    Snowmobiles ...........................................    --          --        12,433
    Less: Accumulated depreciation ........................    --          --        (3,367)
                                                                         ------      ------
        Net Property and Equipment ........................    --          --         9,066
                                                            -------      ------      ------

Other Assets
    Website development ...................................  10,309      10,309        --
    Less: Accumulated depreciation ........................  (3,150)     (1,432)       --
                                                             ------      ------      ------

Total Assets............................................... $21,717    $ 25,813    $ 16,966
                                                            =======    ========    ========


                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities.........................................$ 3,500    $   --      $   --

Stockholders' Equity
    Common stock, $0.001 par value; 50,000,000
      shares authorized; 1,374,200 and 1,045,000 shares
         issued and outstanding, respectively ............... 1,374       1,374       1,045
    Additional paid-in capital ..............................79,704      79,704      38,883
    Deficit accumulated during the development stage .......(62,861)    (55,265)    (22,962)
                                                            -------     -------     -------
        Total Stockholders' Equity ......................... 18,217      25,813      16,966
                                                             ------      ------      ------

Total Liabilities and Stockholders' Equity..................$21,717    $ 25,813    $ 16,966
                                                            =======    ========    ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       F-3

<PAGE>
<TABLE>
<CAPTION>

                                       BEAR LAKE RECREATION, INC.
                                      (A Development Stage Company)
                                        STATEMENTS OF OPERATIONS


                                                                                Cumulative for the Period
                                      Six Months                                     October 22, 1998
                                           Ended         For the Years Ended  (Date of Inception) Through
                                     December 31,            June 30,           December 31,     June 30,
                                            2001   June 30, 2001  June 30, 2000       2001          2001
                                            ----   -------------  -------------       ----          ----
                                      (Unaudited)                                 (Unaudited)

<S>                                  <C>           <C>            <C>           <C>          <C>
Sales  ..............................$       200   $      1,146   $        -    $    1,346   $     1,146

Cost of Sales........................         -             571            -           571           571
                                             ---            ---          ----          ---           ---

    Gross Profit ....................        200            575            -           775           575
                                             ---            ---          ----          ---           ---

Operating Expenses
    General and administrative.......      6,078         22,380         4,756       48,053        41,975
    Depreciation and amortization....      1,718          1,432         2,072        6,517         4,799
                                           -----          -----         -----        -----         -----

       Total Operating Expenses......      7,796         23,812         6,828       54,570        46,774
                                           -----         ------         -----       ------        ------

Loss from Operations.................     (7,596)       (23,237)       (6,828)     (53,795)      (46,199)

Nonoperating Expenses
       Loss on sale of assets........         -          (9,066)           -        (9,066)       (9,066)
                                          ------         ------        ------       ------        ------

       Net Nonoperating Expenses ....         -          (9,066)           -        (9,066)       (9,066)
                                          ------         ------        ------       ------        ------

Net Loss.............................$    (7,596)  $    (32,303)  $    (6,828)  $  (62,861)  $   (55,265)
                                     ===========   ============   ===========   ==========   ===========

Basic and Diluted Loss Per Share ....$     (0.01)  $      (0.02)  $     (0.01)
                                     ===========   ============   ===========

Weighted Average Shares
   Outstanding.......................  1,374,200      1,355,577     1,045,000
                                       =========      =========     =========
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       F-4

<PAGE>
<TABLE>
<CAPTION>



                           BEAR LAKE RECREATION, INC.
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY




                                                                        Accumulated
                                                                            Deficit
                                          Common Stock      Additional   During the           Total
                                       Number                 Paid-in   Development    Stockholders'
                                    of Shares       Amount    Capital         Stage          Equity
Balance - October 22, 1998
<S>                                <c>          <C>         <C>         <C>            <C>
  (Date of Inception)..............        -    $       -   $      -    $        -     $         -

Stock issued for cash:
   October 1998 - $.001 per share.. 1,000,000        1,000         -             -            1,000
   March 1999 - $1.00 per share....    45,000           45     44,955            -           45,000
   Stock offering costs............        -            -      (6,072)           -           (6,072)
   Net loss from October 22, 1998
     through June 30, 1999.........        -            -          -        (16,134)        (16,134)
                                      -------      -------    --------       -------         -------

Balance - June 30, 1999............ 1,045,000        1,045     38,883       (16,134)         23,794

Net loss for the period............        -            -          -         (6,828)         (6,828)
                                    ---------       ------    --------       ------          ------

Balance - June 30, 2000............ 1,045,000        1,045     38,883       (22,962)         16,966

Stock issued for cash:
   July 2000 - $0.125 per share....   259,200          259     32,141            -           32,400
   August 2000 - $0.125 per share..    70,000           70      8,680            -            8,750

Net loss for the period............        -            -          -        (32,303)        (32,303)
                                     --------        ------   --------       -------         -------

Balance - June 30, 2001............ 1,374,200        1,374     79,704       (55,265)         25,813

Net loss for six months ended
   December 31, 2001 (unaudited)...        -            -          -         (7,596)         (7,596)
                                     --------        ------   --------       ------          ------

Balance - December 31, 2001
   (Unaudited)..................... 1,374,200   $    1,374  $  79,704   $   (62,861)   $     18,217



</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                                   F-5
<PAGE>
<TABLE>
<CAPTION>


                           BEAR LAKE RECREATION, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS



                                                                                Cumulative for the Period
                                      Six Months                                     October 22, 1998
                                           Ended        For the Years Ended    (Date of Inception) Through
                                     December 31,           June 30,            December 31,      June 30,
                                            2001   June 30, 2001  June 30, 2000        2001          2001
                                      (Unaudited)                               (Unaudited)

Cash Flows From Operating Activities
<S>                                  <C>           <C>            <C>           <C>          <C>
   Net loss..........................$    (7,596)  $    (32,303)  $    (6,828)  $  (62,861)  $   (55,265)
   Adjustments to reconcile net loss to
      net cash used by operating activities:
      Depreciation and amortization..      1,718          1,432         2,072        6,517         4,799
      Loss on disposal of equipment..         -           9,066            -         9,066         9,066
      Write off of related party receivable   -           1,000            -         1,000         1,000
   Change in current assets and liabilities:
      Accounts Receivable............         -          (4,900)           -        (4,900)       (4,900)
      Inventory......................         -         (11,981)           -       (11,981)      (11,981)
      Accounts Payable...............      3,500              -         (2,135)      3,500             -
                                           -----         ------         ------       -----        ------

         Net Cash Used by Operating
           Activities................     (2,378)       (37,686)       (6,891)     (59,659)      (57,281)
                                          ------        -------        ------      -------       -------

Cash Flows From Investing Activities
   Purchase of property equipment....         -              -             -       (12,433)      (12,433)
   Website development costs.........         -         (10,309)           -       (10,309)      (10,309)
                                          ------        -------        -------     -------       -------

         Net Cash Used by Investing
           Activities................         -         (10,309)           -       (22,742)      (22,742)
                                          ------        -------        -------     -------       -------

Cash Flows From Financing Activities
   Stock offering costs..............         -              -             -        (6,072)       (6,072)
   Related-party receivable..........      4,900             -             -         3,900        (1,000)
   Proceeds from issuance of
      common stock...................         -          41,150            -        87,150        87,150
                                         -------         ------       -------       ------        ------

      Net Cash Provided by Financing
        Activities...................      4,900         41,150            -        84,978        80,078
                                           -----         ------       -------       ------        ------

Net Increase (Decrease) in Cash......      2,522         (6,845)       (6,891)       2,577            55

Cash at Beginning of Period..........         55          6,900        13,791           -             -
                                              --          -----        ------       ------        ------

Cash at End of Period................$     2,577   $         55   $     6,900   $    2,577   $        55
                                     ===========   ============   ===========   ==========   ===========


</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       F-6

<PAGE>


                       BEAR LAKE RECREATION, INC. COMPANY
                              (A Development Stage)
                          Notes to Financial Statements


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The  Company was  incorporated  under the laws of the State of Nevada on October
22, 1998, to engage in any lawful purpose.

The  Company  was  seeking  to rent out  snowmobiles  and  all-terrain  vehicles
(ATV's).  The Company had also planned on organizing  snowmobile rental packages
which would have  included  lodging at a Beach  Resort at Bear Lake,  Utah.  The
Company has abandoned the snowmobile and ATV plans.

On June 27, 2000, the Company entered into a licenses  agreement with Alcorp,  a
Utah limited liability company, to purchase rights to manufacture,  use, market,
and sell the Net Caddy, a backpack style bag used to transport fishing gear. The
agreement  calls for an initial $5,000 payment for royalties and a percentage of
the earnings from the sale of the product that also constitutes  royalties.  The
$5,000 expense was paid on August 4, 2000.

Basic  and  Diluted  Loss Per  Share - The  Company  has  adopted  Statement  of
Financial  Standards  ("SFAS") No. 128,  Earnings Per Share.  Statement  No. 128
revised the manner in which loss per share is calculated.  Basic loss per common
share is computed by dividing net loss by the weighted  average number of common
shares  outstanding  during the period.  Diluted loss per share is calculated to
give effect to stock  options.  There were no stock  options  outstanding  as of
December 31, 2001, June 30, 2001 or June 30, 2000. Therefore,  basic and diluted
loss per share is the same.

Development  Stage Enterprise - Since  inception,  the Company has spend most of
its efforts in developing and marketing the snowmobile and ATV rental  business.
Currently,  the Company is marketing the Net Caddy  however,  it has not yet had
sales  sufficient  to sustain  operations  and has relied  upon  financing  from
shareholders and occasional issuance of its common stock. Therefore, the Company
is considered to be in the development stage.

Cash and Cash  Equivalents - The Company  considers all  short-term  investments
with an original maturity of three months or less to be cash equivalents.

Estimates  -  The  preparation  of  financial   statements  in  conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management  to make  estimates  and  assumptions  that affect  certain  reported
amounts and  disclosures.  Accordingly,  actual  results could differ from those
estimates.

Income  Taxes - The Company  recognizes  the amount of income  taxes  payable or
refundable  for  the  current  year  and  recognizes  deferred  tax  assets  and
liabilities for the future tax consequences  attributable to differences between
the financial  statement  amounts of certain  assets and  liabilities  and their
respective tax bases.  Deferred tax assets and deferred liabilities are measured
using enacted tax rates  expected to apply to taxable  income in the years those
temporary  differences  are expected to be  recovered  or settled.  Deferred tax
assets are  reduced by a  valuation  allowance  to the extent  that  uncertainty
exists as to whether the deferred tax assets will ultimately be realized.

Inventories - Inventories are stated at the lower of cost or market,  cost being
determined by the first-in, first-out (FIFO) method.

Advertising  Costs - Advertising  costs are expensed when incurred.  Advertising
expense  was $0,  $5,100  and $0 for the six  months  ended  December  31,  2001
(unaudited) and for the years ended June 30, 2001 and 2000, respectively.


                                       F-7

<PAGE>


                       BEAR LAKE RECREATION, INC. COMPANY
                              (A Development Stage)
                          Notes to Financial Statements

Property and Equipment - Property and equipment are stated at cost. Depreciation
is calculated using the straight-line  method over the estimated useful lives of
six years. The Company has stopped  depreciating the snowmobiles since they have
pursued  other  operations.  Depreciation  expense was $2,072 for the year ended
June 30, 2000.

Website  Development  - The Company  has  developed a website for the purpose of
marketing and selling its Net Caddy.  The costs  associated with the development
of the website have been  capitalized  and are being amortized over an estimated
useful life of 3 years on a straight-line basis.

NOTE 2 - GOING CONCERN

The Company's  financial  statements  are prepared using  accounting  principles
generally  accepted in the United  States  applicable  to a going  concern which
contemplate  the  realization  of assets and  liquidation  of liabilities in the
normal course of business.  The Company has not established  revenues sufficient
to cover its operating  costs and allow it to continue as a going  concern.  The
Company  will be  expanding  its  marketing  efforts  in  association  with  the
manufacturing,  marketing  and  selling  of  the  Net  Caddy.  In  the  interim,
management  is  committed  to  covering  all  operating  and other  costs  until
sufficient revenues are generated.

NOTE 3 - RELATED PARTY TRANSACTIONS

During the year ended June 30, 2000, the Company  advanced its president  funds.
At June 30,  2000,  balance  showing was $1,000.  During the year ended June 30,
2001, the president left the Company and new management felt that the amount due
would  be  uncollectible  and  accordingly  wrote  the  balance  off to bad debt
expense.

During the year ended June 30, 2001,  the Company and the new president  engaged
in loans to one  another.  At June 30,  2001,  the net amount of these loans was
$4,900 due to the Company.  The amount is unsecured,  non- interest  bearing and
due upon demand.

NOTE 4 - PROPERTY AND EQUIPMENT

During July 2000, the Company disposed of its snowmobiles. The snowmobiles had a
net book value of $9,066.  The Company  received no proceeds  upon  disposal and
accordingly recorded a loss of $9,066.

NOTE 5 - STOCK TRANSACTIONS

On October 25, 1998, the Board of Directors authorized a stock issuance totaling
1,000,000  shares to an officer of the Company for cash  consideration of $1,000
or $0.001 per share.

On March 4, 1999,  the  Company  received  $45,000  cash  consideration  for the
issuance of 45,000  shares of its one mill  ($0.001) par value common stock at a
price of $1.00 per share.

In July and August 2000, the Company received $41,150 cash consideration for the
issuance of 329,200  shares of its one mill ($0.001) par value common stock at a
price of $0.125 per share.



                                       F-8

<PAGE>


                       BEAR LAKE RECREATION, INC. COMPANY
                              (A Development Stage)
                          Notes to Financial Statements

NOTE 6 - INCOME TAXES

The components of the net deferred tax asset are as follows:
<TABLE>

                                                        December 31,         June 30,
                                                        2001           2001          2000
                                                          (Unaudited)
<S>                                                     <C>            <C>           <C>
    Amortization........................................$      (107)   $     (107)   $        -
    Net Operating Loss Carry Forward....................     22,218        20,690          8,565
    Valuation allowance.................................    (22,111)      (20,583)        (8,565)

    Net Deferred Tax Asset..............................$        -     $       -     $        -
                                                        ===========    ==========    ===========
</TABLE>

During the six months ended  December 31, 2001  (unaudited)  and the years ended
June 30, 2001 and 2000, the valuation  allowance  increased $1,528,  $12,019 and
$2,547, respectively.

As of June 30,  2001 the  Company  had net  operating  loss carry  forwards  for
federal  income tax reporting  purposes of $55,470 that will expire between 2019
and 2021.

The following is a reconciliation of the income tax at the federal statutory tax
rate with the provision of income taxes:
<TABLE>

                                                        Six Months
                                                        Ended
                                                        December 31,        Year Ended June 30,
                                                        2001                2001          2000
                                                          (Uanudited)
<S>                                                     <C>            <C>           <C>
    Income tax benefit at statutory rate (34%)..........$    (1,393)   $  (10,983)   $    (2,322)
    Non-deductible expense..............................         -             30             -
    State tax, net of federal benefit...................       (135)       (1,066)          (225)
    Change in valuation allowance.......................      1,528        12,019          2,547
                                                              -----        ------          -----

    Provision for Income Taxes..........................$       -      $       -     $        -
                                                        ============    ===========    ==========
</TABLE>

                                       F-9
<PAGE>






                                    PART III

Item 1.  Index to Exhibits.

         The following exhibits are filed as a part of this Registration
Statement:

Exhibit
Number      Description*


3.(I)     Initial Articles of Incorporation, as accepted on October 22, 1998

3.(II)    Bylaws, as accepted on October 25, 1998

99.H      Licensing Agreement with ALCORP, as executed on June 27, 2000


          *    Summaries of all exhibits contained within this Registration
               Statement are modified in their entirety by reference to these
               Exhibits.









<PAGE>


                              SIGNATURES

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                         BEAR LAKE RECREATION, INC.

Date: March 6, 2002                      By /S/ FRANK J. GILLEN
     --------------                        --------------------------
                                           Frank J. Gillen, Director
                                           and President





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>3
<FILENAME>articlesofinc.txt
<TEXT>
                           ARTICLES OF INCORPORATION

                                       OF

                           BEAR LAKE RECREATION, INC.


         The undersigned natural person, acting as incorporator of the
corporation under the Nevada Revised Statutes, adopts the following Articles of
Incorporation for such corporation.

                                    ARTICLE I

          Name.  The name of the  corporation  is "Bear Lake  Recreation,  Inc."
     (hereinafter, the "Corporation").


                                   ARTICLE II

          Period of  Duration.  The period of  duration  of the  Corporation  is
     perpetual.


                                   ARTICLE III

          Purposes  and  Powers.  The  purpose  for  which  the  Corporation  is
     organized is to engage in any and all lawful business.

                                   ARTICLE IV

          Capitalization.  The  Corporation  shall have the  authority  to issue
     50,000,000  shares of common  voting  stock  having a par value of one mill
     ($0.001) per share.  All stock of the  Corporation  shall not be liable for
     further call or assessment.  The  authorized  shares shall be issued at the
     discretion of the Board of Directors of the Corporation.

                                    ARTICLE V

          Initial  Resident Agent. The initial resident agent of the Corporation
     shall be CSC Services of Nevada, Inc.

                                   ARTICLE VI

          Directors.  The Corporation  shall be governed by a Board of Directors
     consisting  of  no  less  than  two  directors.  The  number  of  directors
     constituting  the initial Board of Directors is two and the name and street
     address of the persons who shall serve as directors until their  successors
     are elected and qualified are, to-wit:

                  Steven D. Moulton
                  4848 South Highland Drive, #353
                  Salt Lake City, UT  84117

                  Collette Hicken
                  154 East Oliveberry Lane
                  Draper City, UT  84020
<PAGE>

                                   ARTICLE VII

          Incorporator.  The name and  street  address of the  incorporator  is:


                  Steven D. Moulton
                  4848 South Highland Drive, #353
                  Salt Lake City, UT  84117

                                  ARTICLE VIII

          Control Share  Acquisitions.  The provisions of NRS 78.378 to 78.3793,
     inclusive, are not applicable to the Corporation.

                                   ARTICLE IX

          Indemnification  of Directors and Executive  Officers.  To the fullest
     extent  allowed  by  law,  the  directors  and  executive  officers  of the
     Corporation shall be entitled to  indemnification  from the Corporation for
     acts and omissions taking place in connection with their activities in such
     capacities.


                                                   Steven D. Moulton

                                                   /S/ STEVEN D. MOULTON
STATE OF UTAH              )
                                    :ss
COUNTY OF SALT LAKE        )

     On the 22 day of October,  1998,  personally  appeared  before me Steven D.
Moulton,  who duly  acknowledged  to me that he is the  person  who  signed  the
foregoing instrument as incorporator;  that he has read the foregoing instrument
and knows the contents  thereof;  and that the contents  thereof are true of his
personal knowledge. Notary Public

                                                     /S/ SUSAN W. TAPP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>4
<FILENAME>bylaws.txt
<TEXT>
                                     BYLAWS
                                       OF
                           BEAR LAKE RECREATION, INC..

                                    ARTICLE I
                                     OFFICES

     Section 1.01 Location of Office. The corporation may maintain such offices
within or without the State of Nevada as the Board of Directors may from time to
time designate or require.

     Section 1.02 Principal Office. The address of the principal office of the
corporation shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant Governor/Secretary of State of
the state of incorporation, or at such other address as the Board of Directors
shall from time to time determine.

                                   ARTICLE II
                                  SHAREHOLDERS

     Section 2.0 Annual Meeting. The annual meeting of the shareholders shall be
held in May of each year or at such other time designated by the Board of
Directors and as is provided for in the notice of the meeting, for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors shall not be held on the day
designated for the annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be convenient.

     Section 2.02 Special Meetings. Special meetings of the shareholders may be
called at any time by the chairman of the board, the president, or by the Board
of Directors, or in their absence or disability, by any vice president, and
shall be called by the president or, in his or her absence or disability, by a
vice president or by the secretary on the written request of the holders of not
less than one-tenth of all the shares entitled to vote at the meeting, such
written request to state the purpose or purposes of the meeting and to be
delivered to the president, each vice-president, or secretary. In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.

     Section 2.03 Place of Meetings. The Board of Directors may designate any
place, either within or without the state of incorporation, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the state of
incorporation, as the place for the holding of such meeting. If no designation
is made, or if a special meeting be otherwise called, the place of meeting shall
be at the principal office of the corporation.

                                              1

<PAGE>



        Section 2.04 Notice of Meetings. The secretary or assistant secretary,
if any, shall cause notice of the time, place, and purpose or purposes of all
meetings of the shareholders (whether annual or special), to be mailed at least
ten (10) days, but not more than fifty (50) days, prior to the meeting, to each
shareholder of record entitled to vote.

        Section 2.05 Waiver of Notice. Any shareholder may waive notice of any
meeting of shareholders (however called or noticed, whether or not called or
noticed and whether before, during, or after the meeting), by signing a written
waiver of notice or a consent to the holding of such meeting, or an approval of
the minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent, or approval is signed or any objections are made. All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.

        Section 2.06 Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any annual meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the corporation may provide
that the share transfer books shall be closed, for the purpose of determining
shareholders entitled to notice of or to vote at such meeting, but not for a
period exceeding fifty (50) days. If the share transfer books are closed for the
purpose of determining shareholders entitled to notice of or to vote at such
meeting, such books shall be closed for at least ten (10) days immediately
preceding such meeting.

        In lieu of closing the share transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than fifty (50) and, in case
of a meeting of shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of shareholders is to
be taken. If the share transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting or to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this Section, such determination shall apply to any adjournment thereof. Failure
to comply with this Section shall not affect the validity of any action taken at
a meeting of shareholders.

        Section 2.07 Voting Lists. The officer or agent of the corporation
having charge of the share transfer books for shares of the corporation shall
make, at least ten (10) days before each meeting of the shareholders, a complete
list of the shareholders entitled to vote at such meeting or any adjournment
thereof, arranged in alphabetical order, with the address of, and the number of
shares held by each, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the corporation and
shall be subject to inspection by any shareholder during the whole time of the
meeting. The original share transfer book shall be prima

                                              2

<PAGE>



facia evidence as to the shareholders who are entitled to examine such list or
transfer books, or to vote at any meeting of shareholders.

        Section 2.08 Quorum. One-half of the total voting power of the
outstanding shares of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of the shareholders. If a
quorum is present, the affirmative vote of the majority of the voting power
represented by shares at the meeting and entitled to vote on the subject shall
constitute action by the shareholders, unless the vote of a greater number or
voting by classes is required by the laws of the state of incorporation of the
corporation or the Articles of Incorporation. If less than one-half of the
outstanding voting power is represented at a meeting, a majority of the voting
power represented by shares so present may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.

        Section 2.09 Voting of Shares. Each outstanding share of the corporation
entitled to vote shall be entitled to one vote on each matter submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are determined and specified as greater
or lesser than one vote per share in the manner provided by the Articles of
Incorporation.

        Section 2.10 Proxies. At each meeting of the shareholders, each
shareholder entitled to vote shall be entitled to vote in person or by proxy;
provided, however, that the right to vote by proxy shall exist only in case the
instrument authorizing such proxy to act shall have been executed in writing by
the registered holder or holders of such shares, as the case may be, as shown on
the share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the corporation
or to such other officer or person who may, in the absence of the secretary, be
acting as secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument on all persons so designated. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer by the
pledge or on the books of the corporation he or she shall have expressly
empowered the pledgee to vote thereon, in which case the pledgee, or his or her
proxy, may represent such shares and vote thereon.

        Section 2.11 Written Consent to Action by Shareholders. Any action
required to be taken at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken without a meeting,
if a consent in writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the subject matter
thereof.

                                              3

<PAGE>



                                         ARTICLE III
                                          DIRECTORS

        Section 3.01 General Powers. The property, affairs, and business of the
corporation shall be managed by its Board of Directors. The Board of Directors
may exercise all the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of Incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.

        Section 3.02 Number, Term, and Qualifications. The Board of Directors
shall consist of three to nine persons. Increases or decreases to said number
may be made, within the numbers authorized by the Articles of Incorporation, as
the Board of Directors shall from time to time determine by amendment to these
Bylaws. An increase or a decrease in the number of the members of the Board of
Directors may also be made upon amendment to these Bylaws by a majority vote of
all of the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the shareholders of the
corporation. Each director shall hold office until the next annual meeting of
shareholders of the corporation and until his or her successor shall have been
elected and shall have qualified. Directors need not be residents of the state
of incorporation or shareholders of the corporation.

        Section 3.03 Classification of Directors. In lieu of electing the entire
number of directors annually, the Board of Directors may provide that the
directors be divided into either two or three classes, each class to be as
nearly equal in number as possible, the term of office of the directors of the
first class to expire at the first annual meeting of shareholders after their
election, that of the second class to expire at the second annual meeting after
their election, and that of the third class, if any, to expire at the third
annual meeting after their election. At each annual meeting after such
classification, the number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the second succeeding annual meeting, if there be two classes, or until the
third succeeding annual meeting, if there be three classes.

        Section 3.04 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately
following, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide by resolution the time and place, either within
or without the state of incorporation, for the holding of additional regular
meetings without other notice than such resolution.

        Section 3.05 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the president, vice president,
or any two directors. The person or persons authorized to call special meetings
of the Board of Directors may fix any place, either within or without the state
of incorporation, as the place for holding any special meeting of the Board of
Directors called by them.


                                              4

<PAGE>



        Section 3.06 Meetings by Telephone Conference Call. Members of the Board
of Directors may participate in a meeting of the Board of Directors or a
committee of the Board of Directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.

        Section 3.07 Notice. Notice of any special meeting shall be given at
least ten (10) days prior thereto by written notice delivered personally or
mailed to each director at his or her regular business address or residence, or
by telegram. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Any director may waive
notice of any meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
solely for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

        Section 3.08 Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business or any meeting of the Board
of Directors, but if less than a majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.

        Section 3.09 Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, and the individual directors shall have no power as such.

        Section 3.10 Vacancies and Newly Created Directorship. If any vacancies
shall occur in the Board of Directors by reason of death, resignation or
otherwise, or if the number of directors shall be increased, the directors then
in office shall continue to act and such vacancies or newly created
directorships shall be filled by a vote of the directors then in office, though
less than a quorum, in any way approved by the meeting. Any directorship to be
filled by reason of removal of one or more directors by the shareholders may be
filled by election by the shareholders at the meeting at which the director or
directors are removed.

Section 3.11 Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

        Section 3.12 Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his or her dissent shall be entered in the minutes of the meeting, unless he or
she shall file his or her written dissent to such action with

                                              5

<PAGE>



the person acting as the secretary of the meeting before the adjournment
thereof, or shall forward such dissent by registered or certified mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

        Section 3.13 Resignations. A director may resign at any time by
delivering a written resignation to either the president, a vice president, the
secretary, or assistant secretary, if any. The resignation shall become
effective on its acceptance by the Board of Directors; provided, that if the
board has not acted thereon within ten days (10) from the date presented, the
resignation shall be deemed accepted.

        Section 3.14 Written Consent to Action by Directors. Any action required
to be taken at a meeting of the directors of the corporation or any other action
which may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.

        Section 3.15 Removal. At a meeting expressly called for that purpose,
one or more directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an election of
directors.

                                          ARTICLE IV
                                           OFFICERS

        Section 4.01 Number. The officers of the corporation shall be a
president, one or more vice-presidents, as shall be determined by resolution of
the Board of Directors, a secretary, a treasurer, and such other officers as may
be appointed by the Board of Directors. The Board of Directors may elect, but
shall not be required to elect, a chairman of the board and the Board of
Directors may appoint a general manager.

        Section 4.02 Election, Term of Office, and Qualifications. The officers
shall be chosen by the Board of Directors annually at its annual meeting. In the
event of failure to choose officers at an annual meeting of the Board of
Directors, officers may be chosen at any regular or special meeting of the Board
of Directors. Each such officer (whether chosen at an annual meeting of the
Board of Directors to fill a vacancy or otherwise) shall hold his or her office
until the next ensuing annual meeting of the Board of Directors and until his or
her successor shall have been chosen and qualified, or until his or her death,
or until his or her resignation or removal in the manner provided in these
Bylaws. Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any instrument in the capacity of more than one office.
The chairman of the board, if any, shall be and remain a director of the
corporation during the term of his or her office. No other officer need be a
director.

                                              6

<PAGE>



        Section 4.03 Subordinate Officers, Etc. The Board of Directors from time
to time may appoint such other officers or agents as it may deem advisable, each
of whom shall have such title, hold office for such period, have such authority,
and perform such duties as the Board of Directors from time to time may
determine. The Board of Directors from time to time may delegate to any officer
or agent the power to appoint any such subordinate officer or agents and to
prescribe their respective titles, terms of office, authorities, and duties.
Subordinate officers need not be shareholders or directors.

        Section 4.04 Resignations. Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the president, or
the secretary. Unless otherwise specified therein, such resignation shall take
effect on delivery.

        Section 4.05 Removal. Any officer may be removed from office at any
special meeting of the Board of Directors called for that purpose or at a
regular meeting, by vote of a majority of the directors, with or without cause.
Any officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.

        Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification,
or any other cause, or if a new office shall be created, then such vacancies or
newly created offices may be filled by the Board of Directors at a regular or
special meeting.

        Section 4.07 The Chairman of the Board. The Chairman of the Board, if
there be such an officer, shall have the following powers and duties:

     (a) He or she shall preside at all shareholders' meetings;

     (b) He or she shall preside at all meetings of the Board of Directors; and

     (c) He or she shall be a member of the executive committee, if any.

     Section 4.08 The President.  The president shall have the following  powers
and duties:

        (a) If no general manager has been appointed, he or she shall be the
chief executive officer of the corporation, and, subject to the direction of the
Board of Directors, shall have general charge of the business, affairs, and
property of the corporation and general supervision over its officers,
employees, and agents;

        (b) If no chairman of the board has been chosen, or if such officer is
absent or disabled, he or she shall preside at meetings of the shareholders and
Board of Directors;

        (c) He or she shall be a member of the executive committee, if any;

                                              7

<PAGE>



        (d) He or she shall be empowered to sign certificates representing
shares of the corporation, the issuance of which shall have been authorized by
the Board of Directors; and

        (e) He or she shall have all power and shall perform all duties normally
incident to the office of a president of a corporation, and shall exercise such
other powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.

     Section 4.10 The Secretary.  The secretary shall have the following  powers
and duties:

        (a) He or she shall keep or cause to be kept a record of all of the
proceedings of the meetings of the shareholders and of the Board of Directors in
books provided for that purpose;

        (b) He or she shall cause all notices to be duly given in accordance
with the provisions of these Bylaws and as required by statute;

        (c) He or she shall be the custodian of the records and of the seal of
the corporation, and shall cause such seal (or a facsimile thereof) to be
affixed to all certificates representing shares of the corporation prior to the
issuance thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed, he or she may attest the same;

        (d) He or she shall assume responsibility that the books, reports,
statements, certificates, and other documents and records required by statute
are properly kept and filed;

        (e) He or she shall have charge of the share books of the corporation
and cause the share transfer books to be kept in such manner as to show at any
time the amount of the shares of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for, the
names alphabetically arranged and the addresses of the holders of record
thereof, the number of shares held by each holder and time when each became such
holder or record; and he or she shall exhibit at all reasonable times to any
director, upon application, the original or duplicate share register. He or she
shall cause the share book referred to in Section 6.04 hereof to be kept and
exhibited at the principal office of the corporation, or at such other place as
the Board of Directors shall determine, in the manner and for the purposes
provided in such Section;

        (f) He or she shall be empowered to sign certificates representing
shares of the corporation, the issuance of which shall have been authorized by
the Board of Directors; and

        (g) He or she shall perform in general all duties incident to the office
of secretary and such other duties as are given to him or her by these Bylaws or
as from time to time may be assigned to him or her by the Board of Directors or
the president.


                                              8

<PAGE>



     Section 4.11 The Treasurer.  The treasurer shall have the following  powers
and duties:

        (a) He or she shall have charge and supervision over and be responsible
for the monies, securities, receipts, and disbursements of the corporation;

        (b) He or she shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other depositories as shall
be selected in accordance with Section 5.03 hereof;

        (c) He or she shall cause the monies of the corporation to be disbursed
by checks or drafts (signed as provided in Section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;

        (d) He or she shall render to the Board of Directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;

        (e) He or she shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to any
director on request during business hours;

        (f) He or she shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements given such
information as he or she may desire with respect to any and all financial
transactions of the corporation; and

        (g) He or she shall perform in general all duties incident to the office
of treasurer and such other duties as are given to him or her by these Bylaws or
as from time to time may be assigned to him or her by the Board of Directors or
the president.

     Section 4.12 General Manager. The Board of Directors may employ and appoint
a general  manager who may, or may not, be one of the  officers or  directors of
the corporation.  The general  manager,  if any, shall have the following powers
and duties;

        (a) He or she shall be the chief executive officer of the corporation
and, subject to the directions of the Board of Directors, shall have general
charge of the business affairs and property of the corporation and general
supervision over its officers, employees, and agents;

        (b) He or she shall be charged with the exclusive management of the
business of the corporation and of all of its dealings, but at all times be
subject to the control of the Board of Directors;


                                              9

<PAGE>



        (c) Subject to the approval of the Board of Directors or the executive
committee, if any, he or she shall employ all employees of the corporation, or
delegate such employment to subordinate officers, and shall have authority to
discharge any person so employed; and

        (d) He or she shall make a report to the president and directors as
often as required, setting forth the results of the operations under his or her
charge, together with suggestions looking toward improvement and betterment of
the condition of the corporation, and shall perform such other duties as the
Board of Directors may require.

        Section 4.13 Salaries. The salaries and other compensation of the
officers of the corporation shall be fixed from time to time by the Board of
Directors, except that the Board of Directors may delegate to any person or
group of persons the power to fix the salaries or other compensation of any
subordinate officers or agents appointed in accordance with the provisions of
Section 4.03 hereof. No officer shall be prevented from receiving any such
salary or compensation by reason of the fact that he or she is also a director
of the corporation.

        Section 4.14 Surety Bonds. In case the Board of Directors shall so
require, any officer or agent of the corporation shall execute to the
corporation a bond in such sums and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his or her
duties to the corporation, including responsibility for negligence and for the
accounting of all property, monies, or securities of the corporation which may
come into his or her hands.

                                          ARTICLE V
                        EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                                AND DEPOSIT OF CORPORATE FUNDS

        Section 5.01 Execution of Instruments. Subject to any limitation
contained in the Articles of Incorporation or these Bylaws, the president or any
vice president or the general manager, if any, may, in the name and on behalf of
the corporation, execute and deliver any contract or other instrument authorized
in writing by the Board of Directors. The Board of Directors may, subject to any
limitation contained in the Articles of Incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.

        Section 5.02 Loans. No loans or advances shall be contracted on behalf
of the corporation, no negotiable paper or other evidence of its obligation
under any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed
as security for the payment of any loan, advance, indebtedness, or liability of
the corporation, unless and except as authorized by the Board of Directors. Any
such authorization may be general or confined to specific instances.


                                              10

<PAGE>



        Section 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks and or
trust companies or with such bankers or other depositories as the Board of
Directors may select, or as from time to time may be selected by any officer or
agent authorized to do so by the Board of Directors.

        Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances,
checks, endorsements, and, evidences of indebtedness of the corporation, subject
to the provisions of these Bylaws, shall be signed by such officer or officers
or such agent or agents of the corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposit to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the Board of Directors from time to time may determine.

        Section 5.05 Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.

        Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing in the name of the corporation, and the execution and delivery on
behalf of the corporation of any and all instruments in writing incident to any
such sale, transfer, endorsement, or assignment, shall be effected by the
president, or by any vice president, together with the secretary, or by an
officer or agent thereunto authorized by the Board of Directors.

        Section 5.07 Proxies. Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.

                                          ARTICLE VI
                                        CAPITAL SHARES

        Section 6.01 Share Certificates. Every holder of shares in the
corporation shall be entitled to have a certificate, signed by the president or
any vice president, and the secretary or assistant secretary, and sealed with
the seal (which may be a facsimile, engraved or printed) of the

                                              11

<PAGE>



corporation, certifying the number and kind, class or series of shares owned by
him or her in the corporation; provided, however, that where such a certificate
is countersigned by (a) a transfer agent or an assistant transfer agent, or (b)
registered by a registrar, the signature of any such president, vice president,
secretary, or assistant secretary may be a facsimile. In case any officer who
shall have signed, or whose facsimile signature or signatures shall have been
used on any such certificate, shall cease to be officer of the corporation, for
any reason, before the delivery of such certificate by the corporation, such
certificate may nevertheless be adopted by the corporation and be issued and
delivered as though the person who signed it, or whose facsimile signature or
signatures shall have been used thereon, has not ceased to be such officer.
Certificates representing shares of the corporation shall be in such form as
provided by the statutes of the state of incorporation. There shall be entered
on the share books of the corporation at the time of issuance of each share, the
number of the certificate issued, the name and address of the person owning the
shares represented thereby, the number and kind, class or series of such shares,
and the date of issuance thereof. Every certificate exchanged or returned to the
corporation shall be marked "Canceled" with the date of cancellation.

        Section 6.02 Transfer of Shares. Transfers of shares of the corporation
shall be made on the books of the corporation by the holder of record thereof,
or by his or her attorney thereunto duly authorized by a power of attorney duly
executed in writing and filed with the secretary of the corporation or any of
its transfer agents, and on surrender of the certificate or certificates,
properly endorsed or accompanied by proper instruments or transfer, representing
such shares. Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes, and accordingly, shall not be
bound to recognize any legal, equitable, or other claim to or interest in such
shares on the part of any other person whether or not it or they shall have
express or other notice thereof.

        Section 6.03 Regulations. Subject to the provisions of this Article VI
and of the Articles of Incorporation, the Board of Directors may make such rules
and regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the corporation.

        Section 6.04 Maintenance of Stock Ledger at Principal Place of Business.
A share book (or books where more than one kind, class, or series or stock is
outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the Board of Directors shall determine,
containing the names, alphabetically arranged, of original shareholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of shares held by each. Such
share books shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.

        Section 6.05 Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars with respect to
the certificates representing shares of the corporation, and may require all
such certificates to bear the signature of either or both.

                                              12

<PAGE>



The Board of Directors may from time to time define the respective duties of
such transfer agents and registrars. No certificate for shares shall be valid
until countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such shares, and until registered by a
registrar, if at such date the corporation had a registrar for such shares.

        Section 6.06 Closing of Transfer Books and Fixing of Record Date.
                     ---------------------------------------------------

        (a) The Board of Directors shall have power to close the share books of
the corporation for a period of not to exceed fifty (50) days preceding the date
of any meeting of shareholders, or the date for payment of any dividend, or the
date for the allotment of rights, or capital shares shall go into effect, or a
date in connection with obtaining the consent of shareholder for any purpose.

        (b) In lieu of closing the share transfer books as aforesaid, the Board
of Directors may fix in advance a date, not exceeding fifty (50) days preceding
the date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital shares shall go into effect, or a date in
connection with obtaining any such consent, as a record date for the
determination of the shareholders entitled to a notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent.

        (c) If the share transfer books shall be closed or a record date set for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.

        Section 6.07 Lost or Destroyed Certificates. The corporation may issue a
new certificate for shares of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his or her legal representatives, to give the corporation a bond
in such form and amount as the Board of Directors may direct, and with such
surety or sureties as may be satisfactory to the board, to indemnify the
corporation and its transfer agents and registrars, if any, against any claims
that may be made against it or any such transfer agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgement of the Board of Directors, it is
proper to do so.

        Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's
Rights. To the extent permissible under the applicable law of any jurisdiction
to which the corporation may become subject by reason of the conduct of
business, the ownership of assets, the residence of shareholders, the location
of offices or facilities, or any other item, the corporation elects not to

                                              13

<PAGE>



be governed by the provisions of any statute that (i) limits, restricts,
modifies, suspends, terminates, or otherwise affects the rights of any
shareholder to cast one vote for each share of common stock registered in the
name of such shareholder on the books of the corporation, without regard to
whether such shares were acquired directly from the corporation or from any
other person and without regard to whether such shareholder has the power to
exercise or direct the exercise of voting power over any specific fraction of
the shares of the corporation or from any other person and without regard to
whether such shareholder has the power to exercise or direct the exercise of
voting power over any specific fraction of the shares of common stock of the
corporation issued and outstanding or (ii) grants to any shareholder the right
to have his or her stock redeemed or purchased by the corporation or any other
shareholder on the acquisition by any person or group of persons of shares of
the corporation. In particular, to the extent permitted under the laws of the
state of incorporation, the corporation elects not to be governed by any such
provision of the Nevada Control Share Acquisitions Act, Sections 78.378 to
78.3793, inclusive, of the Nevada Revised Statutes, or any statute of similar
effect or tenor.

                                         ARTICLE VII
                           EXECUTIVE COMMITTEE AND OTHER COMMITTEES

        Section 7.01 How Constituted. The Board of Directors may designate an
executive committee and such other committees as the Board of Directors may deem
appropriate, each of which committees shall consist of two or more directors.
Members of the executive committee and of any such other committees shall be
designated annually at the annual meeting of the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive committee or any other committee. Each member of the executive
committee and of any other committee shall hold office until his or her
successor shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.

        Section 7.02 Powers. During the intervals between meetings of the Board
of Directors, the executive committee shall have and may exercise all powers of
the Board of Directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.

        Section 7.03 Proceedings. The executive committee, and such other
committees as may be designated hereunder by the Board of Directors, may fix its
own presiding and recording officer or officers, and may meet at such place or
places, at such time or times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its proceedings and shall
report such proceedings to the Board of Directors at the meeting of the Board of
Directors next following.

        Section 7.04 Quorum and Manner of Acting. At all meetings of the
executive committee, and of such other committees as may be designated hereunder
by the Board of Directors, the presence of members constituting a majority of
the total authorized membership of the committee

                                              14

<PAGE>



shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of such committee. The members of the
executive committee, and of such other committees as may be designated hereunder
by the Board of Directors, shall act only as a committee and the individual
members thereof shall have not powers as such.

        Section 7.05 Resignations. Any member of the executive committee, and of
such other committees as may be designated hereunder by the Board of Directors,
may resign at any time by delivering a written resignation to either the
president, the secretary, or assistant secretary, or to the presiding officer of
the committee of which he or she is a member, if any shall have been appointed
and shall be in office. Unless otherwise specified herein, such resignation
shall take effect on delivery.

        Section 7.06 Removal. The Board of Directors may at any time remove any
member of the executive committee or of any other committee designated by it
hereunder either for or without cause.

        Section 7.07 Vacancies. If any vacancies shall occur in the executive
committee or any other committee designated by the Board of Directors hereunder,
by reason of disqualification, death, resignation, removal, or otherwise, the
remaining members shall, until the filling of such vacancy, constitute the then
total authorized membership of the committee and, provided that two or more
members are remaining, continue to act. Such vacancy may be filled at any
meeting of the Board of Directors.

        Section 7.07 Compensation. The Board of Directors may allow a fixed sum
and expenses of attendance to any member of the executive committee, or of any
other committee designated by it hereunder, who is not an active salaried
employee of the corporation for attendance at each meeting of said committee.

                                         ARTICLE VIII
                               INDEMNIFICATION, INSURANCE, AND
                                OFFICER AND DIRECTOR CONTRACTS

        Section 8.01 Indemnification: Third Party Actions. The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, or suit by or
in the right of the corporation to procure a judgement in its favor by reason of
the fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any such action, suit or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the corporation, and, with
respect to any criminal

                                              15

<PAGE>



action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he or she had reasonable cause to believe that
his or her conduct was unlawful.

        Section 8.02 Indemnification: Corporate Actions. The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine on application that,
despite the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

        Section 8.03 Determination. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith. Any
other indemnification under Sections 8.01 and 8.02 hereof, shall be made to the
corporation upon a determination that indemnification of the officer, director,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination shall be made either (i) by the Board of Directors by a majority
of a quorum consisting of directors who were not parties to such action, suit,
or proceeding; or (ii) by independent legal counsel on a written opinion; or
(iii) by the shareholders by a majority vote of a quorum of shareholders at any
meeting duly called for such purpose.

        Section 8.04 General Indemnification. The indemnification provided by
this Section shall not be deemed exclusive of any other indemnification granted
under any provision of any statute, in the corporation's Articles of
Incorporation, these Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee, or agent, and
shall inure to the benefit of the heirs and legal representatives of such a
person.

                                              16

<PAGE>



        Section 8.05 Advances. Expenses incurred in defending a civil or
criminal action, suit or proceeding as contemplated in this Section may be paid
by the corporation in advance of the final disposition of such action, suit, or
proceeding upon a majority vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director, officers, employee,
or agent to repay such amount or amounts unless if it is ultimately determined
that he or she is to be indemnified by the corporation as authorized by this
Section.

        Section 8.06 Scope of Indemnification. The indemnification authorized by
this Section shall apply to all present and future directors, officers,
employees, and agents of the corporation and shall continue as to such persons
who cease to be directors, officers, employees, or agents of the corporation,
and shall inure to the benefit of the heirs, executors, and administrators of
all such persons and shall be in addition to all other indemnification permitted
by law.

        8.07 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against any such liability and under the laws of the state
of incorporation, as the same may hereafter be amended or modified.

                                          ARTICLE IX
                                         FISCAL YEAR

        The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.


                                          ARTICLE X
                                          DIVIDENDS

        The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and on
the terms and conditions provided by the Articles of Incorporation and these
Bylaws.

                                          ARTICLE XI
                                          AMENDMENTS

        All Bylaws of the corporation, whether adopted by the Board of Directors
or the shareholders, shall be subject to amendment, alteration, or repeal, and
new Bylaws may be made, except that;


                                              17

<PAGE>


        (a) No Bylaws adopted or amended by the shareholders shall be altered
or repealed by the Board of Directors;

        (b) No Bylaws shall be adopted by the Board of Directors which shall
require more than a majority of the voting shares for a quorum at a meeting of
shareholders, or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (I) if any Bylaw regulating an impending election of directors is
adopted or amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made; and (ii) no amendment, alteration or repeal of
this Article XI shall be made except by the shareholders.

                                   CERTIFICATE OF SECRETARY

        The undersigned does hereby certify that he or she is the secretary of
Bear Lake Recreation, Inc., a corporation duly organized and existing under and
by virtue of the laws of the State of Nevada; that the above and foregoing
bylaws of said corporation were duly and regularly adopted as such by the Board
of Directors of the corporation at a meeting of the board of Directors, which
was duly and regularly held on the 25 day of October, 1998 and that the above
and foregoing Bylaws are now in full force and effect.



        DATED this 25th day of October, 1998.



        /s/ COLLETE HICKEN
        Collete Hicken, Secretary





                                              18

<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.H
<SEQUENCE>5
<FILENAME>licensing.txt
<DESCRIPTION>LICENSING AGREEMENT
<TEXT>
                                LICENSE AGREEMENT


THIS AGREEMENT is made as of the 27 day of June, 2000.

BETWEEN:

          ALCORP,  an Oregon  Limited  Liability  Corporation  having a place of
          business at 95641 Eggers Road, Brookings, Oregon 97415

          (hereinafter called the "Licensor")

AND:

          BEAR LAKE  RECREATION,  INC., a Nevada  corporation  having a place of
          business at 2176 South Bear Lake Blvd.,  Unit 192,  Garden City,  Utah
          84028

                  (hereinafter called the "Licensee")


                                   WITNESSETH

     Whereas  the  Licensor  represents  that it is the  exclusive  owner  of an
invention  relating  to  the  fishing  industry   (hereinafter   "Invention"  or
"NetCaddy"),

          Whereas the Licensee desires to  co-manufacture,  co-market,  and sell
          the Invention, and

          Whereas the Investors, including Bear Lake Recreation and participants
          in Bear Lake Recreations  Private Placement,  et al., desire to invest
          in the Licensee and to share in the profits of the Licensee.

          Now, therefore, it is agreed as follows:

1.   License. The licensor grants to the Licensee the exclusive  nontransferable
     right and license,  with the right to grant  sublicenses  to third  parties
     upon terms and conditions  consistent  with this  Agreement,  under Patents
     (hereinafter  defined)  and  under  Information  (hereinafter  defined)  to
     manufacture,  use,  market and sell the  "NetCaddy"  based on the Invention
     throughout  the  United  States,  its  territories  and  possessions.   The
     exclusive  right and  license  herein  granted  shall  apply to all  patent
     applications  and letters patent,  which the Licensor now owns or controls,
     or hereafter during the term of this Agreement owns or controls,  and which
     relate to the Invention (hereinafter "Patents"), and to all information and
     documents, which the Licensor now owns or controls, or hereafter during the
     term of the Agreement  owns or controls,  and which relate to the Invention
     (hereinafter "Information").

2.   Representation of licensor. The Licensor represents the following:

     (a)  that the Licensor,  has the right to grant this exclusive license, and
          has not granted to any other person,  firm, or corporation  any right,
          license, shop right, or privilege thereunder;

3.   Information.  The Licensor shall furnish to the Licensee,  or its nominees,
     all  Information  in the  possession  of Licensee.  The Licensor  shall not
     reveal the  Invention or any  Information  to any other person  without the
     approval of the Licensee.

4.   Patents.  All  Patents  and  letters  patent  issued  improvements  to  the
     Invention  conceived  or  reduced  to  practice  during  the  term  of this
     Agreement shall be the exclusive  property of the Licensor,  subject to the
     License herein  granted.  The Licensee shall  promptly  prepare,  file, and
     prosecute,  in the name of the  Licensor,  but at the  Licensee's  expense,
     Patents and  applications  for letters  patent of the United States for all
     improvements  made by the  Licensor  during the term of this  Agreement  or
     hereafter made by the Licensee or sublicensees. The Licensor shall, without
     further  consideration,  at the  request  of  the  Licensee,  do  all  acts
     necessary for obtaining, sustaining, reissuing, or extending Patents or any
     letters  patent  based on  improvements  to the  Inventions  and shall give
     testimony and otherwise provide evidence in cases of interference.

5.   License  Year.  A license  year shall be a period of one year on June 1 and
     ending on May 31 of the following year.

6.   Royalties. The Licensee shall pay and deliver to the Licensor:

     (a)  $5,000  Thousand  Dollars  by  certified  check  within 30 days of the
          execution of this Agreement;

     (b)  Five Thousand of the Licensee's  $0.001 par common  shares,  issued as
          fully paid and  nonassessable,  to be delivered  upon the execution of
          this agreement;

     (c)  Royalties equivalent to 75 percent of the EBITDA based on or using the
          Invention,  Information  or  Patents  which  are  manufactured  by the
          Licensee or its  sublicensees  under this  Agreement.  Licensee agrees
          that the royalties  pursuant to this Article 6, Paragraph (c) shall be
          paid to Licensor for each such  NetCaddy  even though the  Information
          becomes generally available to third parties without restriction.

8.   Payment of Royalties.  The Licensee, and all sublicensees of Licensee under
     this  Agreement,  shall  at all  times  keep  an  accurate  account  of all
     NetCaddy's  which are the subject of this  Agreement,  shall render written
     statements  thereof  to the  Licensor  within 30 days after the end of each
     calendar  quarter during the term of this  Agreement,  and shall pay to the
     Licensor with each such statement the amount of all royalties earned during
     the corresponding  calendar quarter.  The Licensor shall have the right, at
     its own expense,  to have the Licensee's  books examined for the purpose of
     verifying such royalty  statements.  In all  sublicensing  agreements,  the
     Licensee  shall  procure for the Licensor a similar right to have the books
     of  the  sublicensee   examined  for  the  purpose  of  verifying   royalty
     statements.

9.   Investment.  The  Investors  shall  subscribe  and  pay for  shares  of the
     Licensee at $0.001 par value for $0.125 per share, for total gross proceeds
     of $40,000;  as outlined in the Licensee's  Private  Placement  Memorandum.
     Completion of the Licensee's  Private Placement will be concurrent with the
     execution of this Agreement. Failure to fully subscribe and secure funds of
     $40,000,  by the Licensee will negate this  agreement.  Failure to complete
     the  private  placement  shall not result in any  liability  of Licensee to
     Licensor.

10.  Covenants of licensee. The Licensee covenants as follows:

     (a)  The Licensee  shall  utilize best efforts to  manufacture,  market and
          promote the NetCaddy based on the Invention and to otherwise  exercise
          the rights and licenses granted pursuant to this Agreement.

     (b)  The  Licensee  shall  utilize the funds  received  from the  Investors
          exclusively for the purposes of manufacturing, marketing, selling, and
          otherwise  commercializing the NetCaddy based on the Invention and any
          improvements thereto.

11.  Term.  This Agreement and the rights and licenses  granted  hereunder shall
     continue until the later of the expiration of the Patent or five years from
     the date first above written, subject to the following:

     (a)  Once the Licensee has realized EBITDA of $60,000 based on or using the
          Invention, The Licensor may terminate this agreement for $5,000.

          (1)  Subsequent  to the  execution  of this option  under  Article 11,
               Section (a) of the Agreement, the Licensee will receive Royalties
               from the  Licensor  equal to 15 percent of EBITDA for a period of
               25 years.  Failure  to comply  within the scope of Article 8 will
               result in the  reinstatement  of this Agreement and forfeiture of
               the monies paid under Article 11, Section (a).

     (b)  The Licensee may at any time,  upon six months'  written notice to the
          Licensor, terminate this Agreement and the rights and licenses granted
          hereunder,  but without  prejudice to the Licensor's  right to collect
          monies due or to become due under this agreement.

     (c)  If royalty  payments to the  Licensor are in arrears for 20 days after
          the due date,  or if the Licensee  defaults in  performing  any of the
          other  provisions of this  Agreement and such default  continues for a
          period of 20 days,  or if the  Licensee is  adjudicated  a bankrupt or
          becomes insolvent,  or enters into a composition with creditors, or if
          a receiver is appointed for it, then the Licensor shall have the right
          to terminate this Agreement upon giving written notice to the Licensee
          five days prior to the effective date of termination, and if the cause
          for  such  notice  is not  cured  within  the five  days,  then at the
          expiration  of the five days the Agreement and all rights and licenses
          granted to the Licensee  hereunder shall terminate,  without prejudice
          to the  Licensor's  right to collect moneys due or to become due under
          this  Agreement,  and  without  prejudice  to any other  rights of the
          Licensor.

     (d)  Upon  termination of this Agreement for any cause,  the Licensee shall
          duly account to the Licensor for all royalties within ten days of such
          termination,  and shall  immediately  transfer to Licensor  all rights
          which Licensee all rights which  Licensee may possess in  sublicenses,
          Patents,  Information,  trade names,  and trademarks,  relating to the
          Invention, and all rights and licenses granted to Licensee pursuant to
          this Agreement shall immediately terminate.

11.  Infringement.   The  Licensee  shall  defend,  at  its  own  expense,   all
     infringement suits that may be brought against it or its sublicensees based
     on or related to the manufacture,  use, or sale of the NetCaddy based on or
     using the  Invention.  In the  event  any  information  is  brought  to the
     attention  of the  Licensor or  Licensee  that  others  without  benefit of
     license  are  infringing  any  of  the  rights  granted  pursuant  to  this
     Agreement,  Licensee  shall, at its own expense,  diligently  prosecute all
     such infringers.  In any of the foregoing suits, the Licensor shall, at the
     expense and at the request of the Licensee,  give evidence and execute such
     documents as the Licensee may require,  and the Licensor may, at Licensor's
     expense, be represented by counsel of its choice.

12.  Notice.  Any  notice or payment  required  under  this  Agreement  shall be
     addressed as follows:

                                    Shane Alcorn
                                    95641 Eggers Road
                                    Brookings, Oregon  97415

                                    Frank Gillen
                                    175 South Main St., Suite 1223
                                    Salt Lake City, Utah  84111

13.  Assignment.  The Licensee shall not have the right to assign this Agreement
     or any rights or licenses granted to Licensee  hereunder  without the prior
     written consent of the Licensor.

          In witness whereof the parties have executed this Agreement.


/S/ Frank Gillen

/S/ Shane Alcorn


</TEXT>
</DOCUMENT>
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