UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the First Quarter endedJune 30, 2003
Commission File Number:0-30891
Turner Valley Oil & Gas, Inc.
(Exact name of Registrant as specified in its charter)
formerly
NetParts.com, Inc.
| Nevada | 91-1980526 |
|
| (Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
| | |
| 3131 Southwest Freeway #46, Houston TX | 77098 |
|
| (Address of principal executive offices) | (Zip Code) |
(713) 521-9395 |
Registrant's telephone number, including area code |
Securities registered pursuant to Section 12(g) of the Act:Common Stock
As of6/30/03,the number of shares of common stock outstanding was37,552,300.
Transitional Small Business Disclosure Format (check one): yeso nox
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements, for the three months ended June 30, 2003, included herein have been prepared by the Company, without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnotes disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading.
The Remainder of this Page is Intentionally left Blank
ITEM 2. DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(a) Plan of Operation.Our plan of operation is changed from our previous report. We were incorporated for the purpose of creating a series of 16 specialized auto salvage yards, each one handling only one make of vehicle. We have not launched operations or achieved our funding goals during 2002, due to the impact of market and economic decline of the past six months. Our start up venture wast postponed until a more favorable economy and market conditions recover. We have now abandoned that plan in favor of an intention to enter the oil and gas industry. We are no developing a new business plan. We remain dormant and inactive otherwise, during the period of this re port and for the present.
(b) Discussion and Analysis of Financial Condition and Results of Operations.We have not launched operations. We are a development stage company. We have had minimal revenues to date. Our General and Administrative activities to date have involved our corporate organization, business plan development, initial funding, auditing and preparation of our 1934 Registration of our common stock for tradability on the OTCBB. We have enjoyed no revenues since inception.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.None
Item 2. Changes in Securities.As a current matter, after the period covered by this report, we effected a ten to one reverse split of the common stock of this corporation.
Item 3. Defaults on Senior Securities.None
Item 4. Submission of Matters to Vote of Security Holders. On July 1, 2003, by Majority Shareholder Action, pursuant to the laws of Nevada, the following proposal was adopted:
To empower and direct the Officers to effect a ten to one reverse split of the common stock of this corporation; provided that, (1) fractional shares shall be rounded up; (2) no shareholder shall be reversed to less than 100 shares; and (3) no shareholder owning 100 shares or less shall be reversed. The purpose of the saving clauses (2) and (3) is to protect small shareholders from reduction to less than a marketable 100 share lot
Item 5. Other Information. As current matters, after the period covered by this report: (1) we have effected a name change, as indicated on the cover of this report. On or about July 15, 2003, Christopher Paton-Gay was appointed as a third and additional Director of this corporation. July 24, 2003, Christopher Paton-Gay was selected President and Chief Executive Officer, by the Board of Directors.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit 31. Section 302 Certification
Exhibit 32. Certification Pursuant TO 18 USC Section 1350
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-Q Report for the Quarter endedJune 30, 2003, has been signed below by the following persons on behalf of the Registrant and in the capacity and on the date indicated.
Turner Valley Oil and Gas, Inc.
formerly
NetParts.com, Inc.
Dated: August 13, 2003
by
/s/Christopher Paton-Gay
Christopher Paton-Gay
President/Director
/s/Donald Jackson Wells &n bsp; /s/Joseph A. Kane
Donald Jackson Wells Joseph A. Kane
Director Secretary/Treasurer/Director
Exhibit 31
Section 302 Certification
CERTIFICATIONS PURSUANT TO SECTION 302
I, Donald Jackson Wells, former president/director, certify that:
1. I have reviewed this quarterly report on Form10-QSBof Turner Valley Oil and Gas for June 30, 2003;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Dated: August 13, 2003
/s/Donald Jackson Wells
Donald Jackson Wells
President/Director
CERTIFICATIONS PURSUANT TO SECTION 302
I, Joseph Kane, Secretary/Treasurer/Director, certify that:
1. I have reviewed this quarterly report on Form10-QSBof Turner Valley Oil and Gas for June 30, 2003;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Dated: August 13, 2003
/s/Joseph Kane
Joseph Kane
Secretary/Treasurer/Director
Exhibit 32
CERITIFICATION PURSUANT TO 18 USC SECTION 1350
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Netparts.com, Inc. , now renamed Turner Valley Oil & Gas, Inc. , a Nevada corporation (the "Company"), on Form 10-QSB for the quarter ended June 30, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, Donald Jackson Wells, Former President/Director of the Company, certify, pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 13, 2003
/s/Donald Jackson Wells
Donald Jackson Wells
President/Director
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
