- -------------------------------------------------------------------------------- Donald Jackson Wells PRESIDENT NetParts.com, Inc. 3131 Southwest Freeway #46 Houston, Texas, 77098 (Name and Address of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) - -------------------------------------------------------------------------------- WITH A COPY TO: KARL E. RODRIGUEZ, ESQ 24843 Del Prado, #318 Dana Point, CA 92629 (949) 248-9561 fax (949) 248-1688 - -------------------------------------------------------------------------------- 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 Quarter ended March 31, 2001 Commission File Number: 0-30891 NETPARTS.COM, INC. (Exact name of Registrant as specified in its charter) Nevada Optional (Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 3131 Southwest Freeway #46, Houston TX 77098 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 521-9395 As of March 31, 2001, 7,135,000 shares of Common Stock were issued and outstanding. Transitional Small Business Disclosure Format (check one): yes [ ] no [X] 1 PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. The financial statements, for the three months ended March 31, 2001, 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 LEFT INTENTIONALLY BLANK. 2 NETPARTS.COM, INC. BALANCE SHEET December 31, 2000 and March 31, 2001 March 31, December 31, 2001 2000 (Unaudited) - -------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,164 $ 1,191 TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . 1,164 1,191 ----------- -------------- TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $ 1,164 $ 1,191 =========== ============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable . . . . . . . . . . . . . . . . . . . $ 26,762 $ 20,233 ----------- -------------- TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . 26,762 20,233 ----------- -------------- STOCKHOLDERS' EQUITY Common Stock, $.001 par value; authorized 100,000,000 shares; issued and outstanding, 7,135,000 shares. . 7,135 7,135 Additional paid-in capital . . . . . . . . . . . . . . 98,000 98,000 Accumulated equity (deficit) . . . . . . . . . . . . . (130,733) (124,177) Total Stockholders' Equity . . . . . . . . . . . . . . (25,598) (19,042) ----------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . $ 1,164 $ 1,191 =========== ============== The accompanying notes are an integral part of these financial statements. 3 NETPARTS.COM, INC. STATEMENTS OF OPERATIONS (UNAUDITED) March 31, 2000 and 2001 From Inception From January From January (April 1, 2001 to. 1, 2000 to 21, 1999) to March 31, March 31, March 31, 2001 2001 2001 -------------- -------------- ----------- Revenues. . . . . . . . . . . . . $ 0 $ 0 $ 1,000 -------------- -------------- ----------- General & Administrative Expense. 6,556 10,405 131,733 -------------- -------------- ----------- Net Loss from Operations. . . . . (6,556) (10,405) (130,733) -------------- -------------- ----------- Net Income (Loss) . . . . . . . . ($6,556) ($10,405) ($130,733) ============== ============== =========== Loss per Share. . . . . . . . . . $ (0.00092) $ (0.00146) $ (0.01909) ============== ============== =========== Weighted Average Shares Outstanding. . . . . . 7,135,000 7,135,000 6,846,475 ============== ============== =========== The accompanying notes are an integral part of these financial statements. 4 NETPARTS.COM, INC. STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED) From inception (April 21, 1999) through December 31, 1999 For the fiscal year ended December 31, 2000 And for the period ended March 31, 2000 Additional Accumulated Total Stock- Common Par Paid-In Equity holders' Equity Stock Value Capital (Deficit) (Deficit) ---------- ------------ ------------- ----------- ----------------- Common Stock issued at inception 5,135,000 $ 5,135 $ 0 $ 0 $ 5,135 Sale of Common Stock for $0.05 per share . . . . . . 2,000,000 2,000 98,000 0 0 Net loss during period . . . . . 0 0 0 (96,935) 0 -------------------------------------------------------------------------- Balance at December 31, 1999 . . 7,135,000 $ 7,135 $ 98,000 ($96,935) $ 8,200 Net loss during period . . . . . 0 0 0 (27,242) 0 -------------------------------------------------------------------------- Balance at December 31, 2000 . . 7,135,000 $ 7,135 $ 98,000 ($124,177) ($19,042) Net loss during period . . . . . 0 0 0 (6,556) 0 -------------------------------------------------------------------------- Balance at March 31, 2001. . . . 7,135,000 $ 7,135 $ 98,000 ($130,733) ($25,598) The accompanying notes are an integral part of these financial statements. 5 NETPARTS.COM, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) March 31, 2000 and 2001 From Inception From January From January (April 1, 2001 to 1, 2000 to 21, 1999) to March 31, March 31, March 31, 2001 2000 2001 -------------- -------------- ----------- Operating Activities Net Income (Loss) ($6,556) ($10,405) ($130,733) Items not affecting cash: Increase in accounts payable 6,529 3,405 26,762 Stock issued for services 0 0 5,135 -------------- -------------- ----------- Net Cash from Operations (27) (7,000) (98,836) Cash from financing activities Sale of Common Stock 0 0 100,000 -------------- -------------- ----------- Cash Increase (Decrease) (27) (7,000) 1,164 Beginning Cash 1,191 8,200 0 Cash as of Statement Date $1,164 $1,200 $1,164 ============== ============== =========== The accompanying notes are an integral part of these financial statements. 6 NETPARTS.COM, INC. (A Development Stage Company) Notes to the Financial Statements March 31, 2001 NOTES TO FINANCIAL STATEMENTS NetParts.com, Inc. ("the Company") has elected to omit substantially all footnotes to the financial statements for the nine months ended March 31, 2001, since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Audited Financial Statements for the Fiscal year ended December 31, 2000. UNAUDITED INFORMATION The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year. 7 ITEM 2. DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. (A) PLAN OF OPERATION NEXT TWELVE MONTHS. (1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We are a development stage company as defined in Financial Accounting Standards Board Statement No. 7. We are concentrating substantially all of our efforts in raising capital and developing our business in order to generate significant revenues. While we have no immediate need for funding to maintain ourselves in our pre-launch developmental stage, we will require additional capital to launch our business operations and to maintain them until profitability is achieved. This Company has a considerable need for additional funding during the next twelve months. Our objective is to create a centrally located, interconnected group of self sufficient used auto parts outlets specializing in customer convenience and having a large combined stock from which to operate. The first auto parts "supermart", which is to be located in Houston, Texas, will be large enough and efficient enough to become, in management's opinion, the leading supplier of used and remanufactured auto parts in Texas. It is our intention to duplicate the concept in other metropolitan markets. To proceed with this plan, we expect to require $500,000, during the next twelve months, to establish our initial site in Houston. We expect to require $250,000 for initial purchasing and marketing expenses, including inventory, advertising, web-site establishment, maintenance and advertising. We expect to require an additional $250,000 in unspecified working capital to see us through our first year of aggressive operations, until we achieve significant revenues. Accordingly, upon our acceptance for quotation on the OTCBB, we would expect to engage in one or more private or public offerings, with aim of raising a minimum of $1,000,000 to a maximum of $1,125,000. (2) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None. (3) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. We intend to create a series of 16 specialized auto salvage yards, each one handling only one make of vehicle. We would begin with our master site in Houston. (4) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None immediately. As we launch, additional employees are expected to be required. (B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (1) FINANCIAL CONDITION. We have not launched operations. We are a development stage company. We have had no revenues to date. Our activities to date have involved our corporate organization, business plan development, initial funding, auditing and preparation of this 1934 Registration of our common stock for tradeability on the OTCBB. We had raised $100,000 in 1999 and have expended virtually all of it during that year, on our organizational expenses, business plan development, legal, professional and auditing. Our expenses for the first five months of 2000 have been related to accounting, and preparation of this 1934 Act Registration Statement. We refer to Notes to our audited financial statements previously filed with Form 10-KSB. 8 (Note 2-Going Concern) The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is dependent upon raising capital to continue operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management's plan to raise capital in order to define their business operations, thus creating necessary operating revenues. (Note 3-Development Stage Company) The Company is a development stage company as defined in Financial Accounting Standards Board Statement 7. It is concentrating substantially all of its efforts in raising capital and developing its business operations in order to generate operating revenues. (2) RESULTS OF OPERATIONS. We have not launched operations, do not expect to do so before our common stock is quoted on the NQB Pink Sheets or the OTCBB. We have enjoyed our first (non-recurring) revenues in an insubstantial amount. There is only minimal and barely substantial change in our financial condition or operation in year 2000. Our legal and professional expenses were greater in 1999, due to organization, and registration of our common stock pursuant to section 12(g) of the 1934 Exchange Act. (3) FUTURE PROSPECTS. We had expected to launch our operations in year 2000, based on our expectation that we would be able to obtain acceptance for quotation. We have determined that quotation cannot be effected, as a practical matter, before the filing of this annual report. We have yet to establish our specialized auto salvage yards. If we are able to achieve our funding goals, we believe our prospects for success are good. There is, however, no present guaranty that we can attract the funding we need. There is no guaranty that, even if we achieve our funding goals, our program will enjoy public and business acceptance, and prove profitable. There can be no assurance that we will be successful in raising capital through private placements or otherwise. Even if we are successful in raising capital through the sources specified, there can be no assurances that any such financing would be available in a timely manner or on terms acceptable to us and our current shareholders, Additional equity financing could be dilutive to our then existing shareholders, and any debt financing could involve restrictive covenants with respect to future capital raising activities and other financial and operational matters. (C) REVERSE ACQUISITION CANDIDATE. We are committed to the realization of our business plan. We are not a candidate for a reverse acquisition transaction. PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEDINGS. None ITEM 2. CHANGES IN SECURITIES. None ITEM 3. DEFAULTS ON SENIOR SECURITIES. None ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS. None ITEM 5. OTHER INFORMATION. None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. None 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-Q Report for the Quarter ended March 31, 2001, has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated. Dated: May 9, 2001 NETPARTS.COM, INC. by /S/Donald Jackson Wells /S/Joseph A. Kane Donald Jackson Wells Joseph A. Kane president/director secretary/treasurer/director 10