UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.
                                     20549


                                    FORM 10-Q



[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934


                For the quarterly period ended September 30, 2002

                                       OR


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934


        For the transition period from             to

________________________Commission File Number 000-29727________________________

                                 PartsBase, Inc.

             (Exact name of registrant as specified in its charter)

               Delaware                                76-0604158
      ------------------------------        ------------------------------------
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)



                              905 Clint Moore Road
                         Boca Raton, Florida 33487-8242
                    ----------------------------------------
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: 561.953.0700
        ----------------------------------------------------------------


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days: Yes [X] No [ ]



APPLICABLE ONLY TO CORPORATE ISSUERS:

     The registrant  had an aggregate of 14,012,302  shares of its common stock,
$0.001 par value, outstanding as of the close of business on November 1, 2002.

<PAGE>




                                 PARTSBASE, INC.
                                TABLE OF CONTENTS

                                                                            Page

PART I-   FINANCIAL INFORMATION (UNAUDITED)

   ITEM 1.  Financial Statements ..........................................    3

   ITEM 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations ...................................   12

   ITEM 3.  Quantitative and Qualitative Disclosure about Market Risk .....   17

   ITEM 4   Controls and Procedures .......................................   17


PART II-  OTHER INFORMATION

   ITEM 1.  Legal Proceedings .............................................   17

   ITEM 2.  Changes in Securities .........................................   19

   ITEM 3.  Default Upon Senior Securities ................................   19

   ITEM 4.  Submission of Matters to a Vote of Security Holders ...........   19

   ITEM 5.  Other Information .............................................   19

   ITEM 6.  Exhibits and Reports on Form 8-K ..............................   20

SIGNATURES ................................................................   21


                                       2
<PAGE>


PART I  FINANCIAL INFORMATION


                         PARTSBASE, INC. AND SUBSIDIARY

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)

                                                  September 30,     December 31,
                                                      2002             2001
                                                  ---------------  -------------

                             ASSETS

Current assets:
Cash and cash equivalents                         $  22,594,237    $ 23,851,593
Accounts receivable, net                              1,185,411         403,969
Investments, at amortized cost                                -         900,073
Prepaid expenses and other current assets               307,740         330,966
                                                   -------------    ------------
 Total current assets                                24,087,388      25,486,601
Property and equipment, net                           1,919,276       2,570,330
Certificate of deposit - restricted cash                480,000       1,070,000
Other assets                                             52,074          36,839
                                                   -------------    ------------
 Total assets                                     $  26,538,738    $ 29,163,770
                                                   =============    ============


              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable                                  $     213,674    $     87,060
Accrued expenses and other current liabilities          829,826         406,147
Deferred revenue, net                                 2,251,843       2,231,076
                                                   -------------    ------------
 Total current liabilities                            3,295,433       2,724,283
                                                   -------------    ------------

Commitments and contingencies

Stockholders' equity:
Preferred stock, $0.001 par value, 2,000,000
 shares authorized,  shares issued and
 outstanding in 2002 and 2001                                 -               -
Common stock, $0.001 par value; 30,000,000 shares
 authorized, issued and outstanding 14,012,302 in
 2002 and 14,003,620 in 2001                             14,012          14,004
Additional paid-in capital                           53,254,279      53,255,465
Accumulated deficit                                 (30,024,986)    (26,828,892)
Unearned compensation                                         -          (1,090)
                                                   -------------    ------------
Total stockholders' equity                           23,243,305      26,439,487
                                                   -------------    ------------
Total liabilities and stockholders' equity        $  26,538,738    $ 29,163,770
                                                   =============    ============


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

                                       3
<PAGE>


<TABLE>

                                                             PARTSBASE, INC. AND SUBSIDIARY

                                                    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                                                                          (Unaudited)

<CAPTION>

                                                      Three Months Ended              Nine Months Ended
                                                        September 30,                   September 30,
                                                ----------------------------   -----------------------------
                                                     2002           2001             2002            2001
                                                ------------   -------------   -------------   -------------
<S>                                             <C>            <C>             <C>             <C>
Net revenues                                    $ 2,529,493    $  1,343,649    $  6,678,587    $  4,296,715
Cost of revenues                                  2,054,261         885,225       5,558,768       3,450,026
                                                ------------    ------------    ------------    ------------
Gross profit                                        475,232         458,424       1,119,819         846,689
                                                ------------    ------------    ------------    ------------

Operating expenses:
General and administrative expenses               1,265,239       1,441,207       3,713,783       5,755,774
Stock-based compensation expense                          -          98,610           1,090         276,614
Litigation and other related costs                        -               -         150,000         457,500
Relocation expenses and abandonment costs                 -               -         281,906               -
                                                ------------    ------------    ------------    ------------
Total operating expenses                          1,265,239       1,539,817       4,146,779       6,489,888
                                                ------------    ------------    ------------    ------------

Operating loss                                     (790,007)     (1,081,393)     (3,026,960)     (5,643,199)
Privatization expenses                             (236,092)              -        (506,092)              -
Other income, net                                    94,052         303,522         336,958       1,100,622
                                                ------------    ------------    ------------    ------------
Net loss                                        $  (932,047)   $   (777,871)   $ (3,196,094)   $ (4,542,577)
                                                ============    ============    ============    ============

Basic and diluted net loss per share                $ (0.07)        $ (0.06)        $ (0.23)        $ (0.32)
                                                ============   =============    ============    ============

Weighted average common shares outstanding       14,012,302      14,029,387      13,996,665      14,144,372
                                                ============   =============    ============    ============


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


</TABLE>

                                       4
<PAGE>


<TABLE>

                                         PARTSBASE, INC. AND SUBSIDIARY

                                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                                   (Unaudited)
<CAPTION>

                                                              NINE MONTHS ENDED
                                                    -----------------------------------
                                                       SEPTEMBER 30,      SEPTEMBER 30,
                                                           2002              2001
                                                    ----------------    ---------------

Cash flows from operating activities:
<S>                                                 <C>                 <C>
Net loss                                            $ (3,196,094)       $ (4,542,577)
Adjustments to reconcile net loss to cash
  used in operating activities:
Depreciation                                             580,515             660,989
Loss on property abandonments                            251,498                   -
Provision for doubtful accounts                           72,952             674,805
Provision for litigation and other related costs         150,000             457,500
Recognition of stock based compensation                    1,090             276,614
Change in assets and liabilities:
  Accounts receivable, net                              (850,701)             (4,038)
  Prepaid and other current assets                        23,226             439,767
  Other assets                                           (15,798)            497,119
  Accounts payable                                       126,703            (491,208)
  Accrued expenses and other accrued liabilities         273,679            (438,750)
  Deferred revenue, net                                   17,075            (329,024)
  Other liabilities                                            -              (6,006)
                                                     ------------        ------------
   Net cash used in operating activities              (2,565,855)         (2,804,809)
                                                     ------------        ------------

Cash flows from investing activities:
Capital expenditures                                    (180,396)           (161,817)
Maturities of marketable debt securities                 900,073           4,118,965
Purchase of marketable debt securities                         -         (13,872,550)
Purchase of certificate of deposit-restricted cash             -          (1,629,250)
Redemption of certificate of deposit-restricted
  cash                                                   590,000                   -
                                                     ------------        ------------
   Net cash provided by (used in) investing
     activities                                        1,309,677         (11,544,652)
                                                    -------------        ------------

Cash flows from financing activities:
Purchase of treasury stock                               (22,838)           (795,544)
Exercise of employee non-qualified stock options          21,660             178,926
                                                    -------------        ------------
   Net cash used in financing activities                  (1,178)           (616,618)
                                                    -------------        ------------

Net decrease in cash and cash equivalents             (1,257,356)        (14,966,079)
Cash and cash equivalents at beginning of period      23,851,593          23,045,491
                                                    -------------        ------------
Cash and cash equivalents at end of period          $ 22,594,237        $  8,079,412
                                                    =============        ============

Noncash financing activities:
  Retirement of treasury stock                      $     22,838        $          -
                                                    =============        ============

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

</TABLE>

                                       5
<PAGE>

                         PARTSBASE, INC. AND SUBSIDIARY
              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)


The Company and Basis of Presentation

     PartsBase,  Inc. and subsidiary  ("PartsBase" or the "Company") operates in
two business segments;  an online provider of aviation e-commerce business and a
supplemental nurse staffing agency.

     At the Company's Annual Meeting of Stockholders  held on June 20, 2001, the
stockholders  approved an amendment to change the state of  incorporation of the
Company  from  Texas  to  Delaware  and  changed  the name of the  Company  from
PartsBase.com, Inc. to PartsBase, Inc.

     PartsBase's global e-marketplace provides a means for aviation parts buyers
and sellers to buy and sell new, repaired or overhauled  aviation parts and list
products and services.

     In September  2001,  PartsBase,  Inc.  formed  RNpartners,  Inc., a Florida
corporation,  ("RNpartners"),  as a wholly owned subsidiary of PartsBase, which
operates  as  a  supplemental  nurse  staffing  agency.   RNpartners   commenced
operations on October 1, 2001 as a provider of critical care  registered  nurses
for  temporary  assignment  to  hospitals  in  Miami-Dade,  Palm Beach,  Orange,
Hillsborough and Broward counties of the State of Florida.

     The  accompanying   unaudited   consolidated  condensed  interim  financial
statements  reflect  all  adjustments,  (consisting  only  of  normal  recurring
accruals)  which  in  the  opinion  of  management  are  necessary  for  a  fair
presentation  of the  consolidated  results of operations for the periods shown.
The  consolidated  results  of  operations  for the three  month and nine  month
periods ended September 30, 2002 are not  necessarily  indicative of the results
expected for the full fiscal year or for any future period.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United  States of America have been  condensed or omitted as permitted by
Article 10 of Regulation S-X of the Securities  and Exchange  Commission.  These
consolidated  condensed financial  statements should be read in conjunction with
the  financial  statements  and notes thereto  included in the Company's  Annual
Report on Form 10-K for the year ended December 31, 2001.

Principles of Consolidation

     The accompanying  consolidated financial statements include the accounts of
PartsBase,  Inc.  and  its  wholly  owned  subsidiary,   RNpartners,   Inc.  All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation.


Revenue Recognition

     PartsBase recognizes  subscription and banner advertising revenue,  related
to its  e-commerce  business,  over  the  life  of the  subscription,  which  is
typically  12 months.  Sales  costs,  including  commissions,  are  expensed  as
incurred,  and are included in the cost of revenues. Net revenue represents that
portion  of gross  revenue,  related to  subscriptions  sold  pertaining  to its
e-commerce  business,  that was earned during the period  presented.  Therefore,
during quarters with  significant  gross revenue  growth,  gross margins will be
negatively  impacted  due to the effect of sales costs  being  expensed in their
entirety,  whereas the  corresponding  sales are amortized over the subscription
term. Nurse staffing  revenues and the related labor costs and payroll taxes are
recorded in the period in which staffing services are performed.


Cash and Cash Equivalents

     Cash and cash equivalents  consist of highly liquid  investments  purchased
with an original maturity of three months or less.

Basic and Diluted Net Loss per Share

     Basic net loss per share is computed  using the weighted  average number of
common shares  outstanding  during the period.  Diluted net loss per share, when


                                       6
<PAGE>

not  anti-dilutive,  is computed using the weighted average number of common and
common equivalent shares outstanding during the period. Common equivalent shares
consist of the  incremental  common  shares  issuable upon the exercise of stock
options and warrants  (using the treasury stock method).  For the three and nine
month periods ended  September 30, 2002 and 2001,  common share  equivalents are
not included in the  computation  of diluted  loss per share since  inclusion of
such shares would be anti-dilutive.

Reclassifications

     Certain  amounts  in  the  prior  year's  financial  statements  have  been
reclassified to conform to the current year presentation.

Relocation expenses and abandonment costs

     During  May 2000 the  Company  entered  into a sublease  agreement  with an
unaffiliated  third party for 35,668 square feet of general  office  space.  The
sublease  agreement  was to expire on October 31, 2006.  In December  2001,  the
sublessor  filed for  bankruptcy  protection  and as a result,  the sublease was
vacated by the bankruptcy court. In January 2002, the Company entered into a new
sublease  agreement with another  unaffiliated third party for 6,600 square feet
of general office space in Boca Raton.  In conjunction  with the move to the new
and smaller office space in February 2002, the Company  incurred moving expenses
totaling  $30,408  and a loss on  abandoned  furniture,  fixtures  and  trailing
technology computer equipment and software with a net book value of $251,498.

Segment Information

     Based on the criteria  established  by the Financial  Accounting  Standards
Board,  Statement of Financial Accounting Standards No. 131,  "Disclosures about
Segments of an Enterprise and Related Information,"  management assesses Company
performance  and allocates  resources  principally on the basis of two segments:
(i) aviation e-commerce segment which develops and markets an online marketplace
for the purchasing and distribution of aviation products,  globally and (ii) the
supplemental  nurse staffing agency currently  operating in Florida.  The latter
segment was formed in September 2001 as a wholly-owned subsidiary of the Company
and commenced operations in October 2001.  Accordingly,  the Company operated in
one business line in the nine months ended September 30, 2001.

     The online  marketplace  for the  purchasing and  distribution  of aviation
products  provides a means for aviation parts buyers and sellers to buy and sell
new,  repaired  or  overhauled  aviation  parts,  list  products,  services  and
catalogs.  The primary  source of  revenues is from the sales of  subscriptions,
generally  one year in term and  recognized  over the life of the  subscription.
Additionally, the Company recognizes revenue from advertising sales, principally
banner  ads which run from three  months to one year in  duration  during  which
revenue is recognized ratably over the run period.  Cost of revenues include the
commissions paid to salespersons who sell  subscriptions and banner  advertising
and direct costs of operating  the web site,  the related  depreciation  and the
overhead associated with managing the website.

     The  supplemental  nurse  staffing  agency  provides  registered  nurses to
hospitals in Miami-Dade,  Broward, Hillsborough,  Orange and Palm Beach counties
of Florida to supplement  their existing  nursing staffs based on need. The sole
source of revenue is derived from the hourly fees charged to the  hospitals  for
the services  rendered by the  Company's  registered  nurse  employees.  Cost of
revenues  include  the  wages  paid to  these  nurses  as  well  as the  cost of
recruitment.

     Revenues,  expenses and assets are  accounted  for in  accordance  with the
accounting policies set forth as noted above. Revenues and non-overhead expenses
for each  business  line are those  that  directly  relate to those  operations.
Overhead expenses, such as general,  corporate and administrative  expenses, are
allocated  to each  business  line based on  management's  best  estimate of the
resources  utilized in the  management  and  operations of each  segment.  Total
assets are those assets  directly used in the Company's  operations in each line
of business.  Other than the online  marketplace  funding the  operations of the
supplemental nurse staffing agency,  there are no significant  transfers between
segments.

     The following schedule provides segment  information for the three and nine
month periods ended September 30, 2002.  During the three and nine month periods
ended September 30, 2001, the Company only operated in one segment and therefore
no segment information is provided for such periods of time.

                                       7
<PAGE>

<TABLE>

<CAPTION>

                                             For the nine months ended September 30, 2002
                                     ----------------------------------------------------------
                                        Aviation
                                       e-commerce     Supplemental      Corporate
(In thousands)                          business     Nurse Staffing     and other       Total
                                     ------------    --------------    -----------   ----------
<S>                                    <C>                                           <C>
Subscription revenues                  $   3,217                                     $   3,217
Advertising                                  106                                           106
Nurse staffing services                        -      $    3,326                         3,326
Other                                         30               -                            30
                                        ---------      ----------                     ---------
  Total revenues                           3,353           3,326                         6,679
                                        ---------      ----------                     ---------
Cost of revenues, excluding
 depreciation and amortization             2,145           3,085                         5,230
General and administrative,
 excluding depreciation and
 amortization                              1,339           1,460        $   664          3,463
Depreciation and amortization                513              67              -            580
Stock based compensation                       1               -              -              1
Litigation and other related costs             -               -            150            150
Relocation and other related
  costs                                        -               -            282            282
                                        ---------      ----------        -------      ---------
Total cost of revenues and
  operating expenses                       3,998           4,612          1,096          9,706
                                        ---------      ----------        -------      ---------
Operating loss                         $    (645)     $   (1,286)       $(1,096)     $  (3,027)
                                        =========      ==========        =======      =========
Privatization costs and expenses       $       -      $        -        $   506      $     506
                                        =========      ==========        =======      =========
Interest income                        $       -      $        -        $     4      $       4
                                        =========      ==========        =======      =========
Other Income, net                      $       -      $        -        $     2      $       2
                                        =========      ==========        =======      =========
Capital expenditures                   $      73      $      107        $     -      $       1
                                        =========      ==========        =======      =========
Total assets                           $  25,325      $    1,214        $     -      $  26,539
                                        =========      ==========        =======      =========

</TABLE>


                                       8
<PAGE>

<TABLE>


<CAPTION>
                                            For the three months ended September 30, 2002
                                     ----------------------------------------------------------
                                        Aviation
                                       e-commerce     Supplemental      Corporate
(In thousands)                          business     Nurse Staffing     and other       Total
                                     ------------    --------------    -----------   ----------
<S>                                    <C>                                           <C>
Subscription revenues                  $   1,062                                     $   1,062
Advertising                                   30                                            30
Nurse staffing services                        -      $    1,422                         1,422
Other                                         15               -                            15
                                        ---------      ----------                     ---------
  Total revenues                           1,107           3,326                         2,529
                                        ---------      ----------                     ---------
Cost of revenues, excluding
 depreciation and amortization               687           1,258                         1,945
General and administrative,
 excluding depreciation and
 amortization                                380             555        $   245          1,180
Depreciation and amortization                170              24              -            194
                                        ---------      ----------        -------      ---------
Total cost of revenues and
  operating expenses                       1,237           1,837            245          3,319
                                        ---------      ----------        -------      ---------
Operating loss                         $    (130)     $     (415)       $  (245)     $    (790)
                                        =========      ==========        =======      =========
Privatization costs and expenses       $       -      $        -        $   236      $     236
                                        =========      ==========        =======      =========
Interest income                        $       -      $        -        $     4      $       4
                                        =========      ==========        =======      =========
Other Income, net                      $       -      $        -        $    90      $      90
                                        =========      ==========        =======      =========
Capital expenditures                   $       6      $        3        $     -      $       9
                                        =========      ==========        =======      =========
</TABLE>


     All of the Company's  long-lived assets are  geographically  located in the
United States. Management does not review revenues by geographical locations.

Commitments and Contingencies

     In  September  2000 the Company  sued a third party  financial  institution
because  such  financial  institution  paid a check in the  amount  of  $161,000
despite a stop payment  order duly issued by the  Company.  The payee cashed the
check, along with a replacement check. Before the Company learned that the payee
had cashed both checks,  the Company entered into a binding  settlement with the
payee  ending the  Company's  business  relationship  with the payee.  The payee
refused to return the amounts and the financial institution failed to credit the
Company's  account.  The Company filed suit,  and discovery has  commenced.  The
financial  institution  joined the payee as a defendant in the matter. The payee
countersued the Company claiming the financial  institution's  action breached a
settlement agreement between the payee and the Company and that the Company must
indemnify  the payee for any losses that may be  sustained  in the  matter.  The
claims against the Company in this matter are the financial institution's demand
for legal fees if the financial  institution prevails and the payee's claims for
indemnity and legal fees. This matter is scheduled for trial in January 2003.

     In April and May 2001, the Company  received  notice of, or had been served
with, four purported class action lawsuits (Foderaro vs. PartsBase.com,  Inc. et
al, Case No.: 01-8319 CIV- FERGUSON;  IKCYBERINVESTMENTS vs. PartsBase.com, Inc.
et al, Case No.: 01-8368  CIV-SEITZ;  and Webb vs.  PartsBase,  et.al.  Case No.
01-8376  CIV- GRAHAM and Jesus  Martin vs.  PartsBase.com,  Inc. et al, Case No.
01-8526-CIV-UNGARO-BENAGES).  These  cases  were  consolidated  into one  action
entitled,  In  re:   PartsBase.com,   Inc.  Securities   Litigation,   Case  No.
01-8319-CIV-UNGARO-BENAGES/BROWN.  The consolidated  lawsuit named as defendants
the Company,  certain of its current and former officers and directors,  and the
underwriters  of its initial  public  offering of securities.  The  consolidated
lawsuit alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act
of  1933  and  alleged  the   Company's   March  2000   registration   statement
misrepresented  and failed to disclose matters related to the Company's business
operations and membership  sales.  The complaint  alleged  damages of nearly $42
million.  The Court certified a class  consisting of purchasers of the Company's


                                       9
<PAGE>

common stock in the offering during the period from March 22, 2000 through April
25, 2000. The Company  maintained a director and officer's  liability  insurance
policy that provides $3 million of coverage, with a retention of $200,000. As of
September  30,  2002,  the  Company  had  incurred  and  previously  charged the
retention of $200,000 to expense.  In May 2002, the Company reached an agreement
in principle for the settlement of the consolidated class action. The plaintiffs
in the case and the  defendants,  entered  into a  Memorandum  of  Understanding
outlining  the general  terms of the  proposed  settlement.  The  Memorandum  of
Understanding  provided  for,  among other things,  a settlement  amount of $1.5
million in cash, plus interest,  payable to the class under an insurance  policy
and for the plaintiffs'  dismissal of the class action with prejudice as well as
a broad form of release in favor of PartsBase  and the other  defendants  in the
class  action  which,  among other  things,  will have the effect of barring all
claims by the  plaintiffs  and the members of the class other than those who opt
out,  arising out of the purchase and sale of the Company's  common stock in the
Company's initial public offering of securities.

     In September 2002, the matter was settled and final judgment was entered by
the U.S. District Court for the Southern District of Florida dismissing the case
with prejudice and otherwise  confirming the settlement  terms  contained in the
Memorandum of Understanding.  The settlement releases the directors,  management
personnel,  underwriters  and  securities  firms  named  as  defendants  in  the
litigation from further liability relating to the IPO; however,  stockholders of
119,000 shares of PRTS opted out of the settlement, and one such stockholder has
filed a lawsuit  in  California  State  Court.  The  Company  believes  that the
allegations  contained  in  this  lawsuit  are  without  merit  and  intends  to
vigorously  defend this  action.  The Company  believes the  resolution  of this
matter will not have a material impact upon the Company's consolidated financial
statements, results of operations or cash flows.

     In July 2001, the Company was served with a lawsuit filed by an information
technology  vendor claiming damages  resulting from the Company's alleged breach
of a  software  sales  and  service  contract  in the  amount of  $126,631  plus
interest,   cost  and  fees.  The  Company  intends  to  vigorously  defend  the
allegations  contained  in this  lawsuit.  In July 2001,  the  Company  sued the
manufacturer  of such  software  for  damages  totaling  $220,000 as a result of
software malfunction.  The cases have been consolidated in the Southern District
of Florida; however, a tentative trial date of September 2002 has been continued
and no new trial date has been set. The  consolidated  matter was  scheduled for
court  ordered  mediation  amongst the three  parties in September  2002 but was
canceled by the plaintiff.  A new mediation date is expected to be  rescheduled.
The  Company  believes  the  resolution  of this matter will not have a material
impact  upon  the  Company's  consolidated  financial  statements,   results  of
operations or cash flows.

     In March 2001 the  Company  received  notice from  counsel to the  Business
Software Alliance (the "BSA"), an industry watchdog group representing  software
manufacturers,  in connection with the BSA's  investigation  of possible illegal
duplication of certain software companies'  proprietary software products by the
Company.  Through  subsequent  correspondence  from the BSA, the BSA has alleged
that the  Company  has  installed  unauthorized  copies of BSA  member  software
products on Company computers. The correspondence from the BSA provides that the
Company's  potential exposure in this matter could be over $1,950,000 if willful
copyright  infringement is shown. The Company is currently in negotiations  with
the BSA in an attempt to resolve the matter. To date the Company is not aware of
any legal proceedings initiated by BSA in this matter. The Company believes that
the resolution of this matter will not have a material impact upon the Company's
consolidated financial position, results of operations and cash flows.

     During  May 2000 the  Company  entered  into a sublease  agreement  with an
unaffiliated  third party for 35,668 square feet of general  office  space.  The
sublease  agreement  was to expire on October 31, 2006.  In December  2001,  the
sublessor  filed for  bankruptcy  protection  and as a result,  the sublease was
voided by the  bankruptcy  court.  The Company  continued to occupy the premises
until  February  2002, at which time,  the Company moved to new subleased  6,600
square feet office space in Boca Raton from an unaffiliated  party. On March 26,
2002,  the lessor of the former  property  filed a complaint  for damages in the
amount of $92,910 plus interest,  costs and fees,  representing the value of the
time the Company  occupied the premises from the date the sublease was voided by
the  bankruptcy  court  through  the date the Company  vacated  the  premises in
accordance with rent provisions of the voided sublease.  The lessor subsequently
amended the complaint  and the Company filed a motion to dismiss the  complaint.
The motion to dismiss the  complaint  was heard in November  2002, at which time
the Court  granted the plaintiff  additional  time to amend the  complaint.  The
Company  believes the resolution of this matter will not have a material  impact
upon the Company's consolidated  financial statements,  results of operations or
cash flows.

     On  April  8,  2002,   the   Company   received   a  proposal   from   the
Company's Chairman  of the Board,  President,  CEO and majority stockholder (the


                                       10
<PAGE>

"Company's  Chairman ") and a limited  partnership  controlled  by the Company's
Chairman  to  acquire  the  remaining  shares  of the  Company's  common  stock,
approximately  5,000,000  shares or  approximately  36% of the shares  currently
outstanding that the Company's  Chairman does not own or control.  On August 26,
2002 the Company and entities  controlled by the Company's Chairman entered into
a definitive  agreement regarding the transaction for a per share purchase price
of $1.41 per share.

     On April 16 and 17, May 8 and June 11,  2002, the  Company received notices
of, or had been served with, four purported class action lawsuits,  two of which
were filed in the Circuit  Court in and for Palm Beach  County,  Florida and the
other two which was filed in the Court of  Chancery  of the State of  Delaware (
Cliff Gordon vs.  PartsBase,  Inc. et.al,  Case No. 024277,  Hughes Rousseau vs.
PartsBase,  Inc.  et.al Case No.  0205368 in Palm Beach County,  Florida and Key
Equity  Investors vs.  PartsBase,  Inc.,  et.al.  C.A. 19546 and Paul Berger vs.
PartsBase,  Inc.  et.al,  C.A.  19693  in  Delaware).  The   lawsuits   name as
defendants   the  Company  and certain of its current   officers and directors.
The  lawsuits  allege the directors  have breached  their  fiduciary duty to the
plaintiffs and the purported  class and seek to enjoin the Company from entering
into a  proposed  going-private  transaction  by the  Company's  Chairman  and a
related limited  partnership and to recover  unspecified  damages resulting from
the alleged  breach of fiduciary  duty.  The  Company  intends  to   vigorously
defend  these  actions.   Nevertheless,   an  unfavorable  resolution  of  these
lawsuits could have a material  adverse  effect on the  Company  in one or more
future  periods.  The Company  maintains a director  and  officer's   liability
insurance   policy that  provides $3 million of  coverage,  with a retention  of
$150,000.  The Company fully expects its legal  expenses to exceed the retention
amount.  Therefore at June 30, 2002, the Company  recorded a litigation  reserve
for $150,000 to cover the expected  retention.  This reserve has been classified
as a litigation  and other related costs in the statement of operations  for the
nine months ended September 30, 2002.

     The two lawsuits filed in Delaware have been informally  stayed pending the
resolution of the lawsuits filed in Florida.  In October 2002, the Florida Court
approved  consolidation of the two lawsuits filed in Florida as a single action.
In October 2002, the parties to the Florida  lawsuits  entered into a Memorandum
of  Understanding,  which provides for an  agreement-in-principle  to settle the
class action lawsuits.  The Memorandum of Understanding provides for the parties
to enter a joint stipulation and such other  documentation as may be required to
obtain final approval of the Florida Court.  The Company believes the resolution
of this matter will not have a material  impact upon the Company's  consolidated
financial statements, results of operations or cash flows.

     In September  2002, the Company  received  notice that a complaint had been
filed in the United States District Court for the Western  District of Tennessee
by a subsidiary of a competitor of the Company.  The complaint  alleges that the
Company violated the Computer Fraud and Abuse Act and various related torts. The
Company's  counsel has filed a motion to dismiss the  complaint  and to transfer
venue to  Florida.  The Company  intends to  vigorously  defend the  allegations
contained in this lawsuit.  The Company  believes the  resolution of this matter
will not  have a  material  impact  upon the  Company's  consolidated  financial
statements, results of operations or cash flows.

     The Company is not currently aware of any other legal proceedings or claims
that the Company  believes are likely to have a material  adverse  effect on the
Company's financial position, results of operations, or cash flows.

     The  Company is party to a Content  License  and  Reseller  Agreement  (the
"Agreement") with USA Information Systems Inc. ("USAIS"),  an exclusive owner of
an  Internet-based  government  parts,  logistic and digital document  database,
whereby USAIS provides access to that database to paid subscribers through a Web
site owned, operated and maintained by USAIS (the "Subscription Services").  Per
the  Agreement,  as amended on March 15, 2001 and March 15, 2002,  respectively,
USAIS  licenses  to  the  Company  the   non-exclusive   rights  to  resell  the
Subscription  Services  and to offer  access to  certain  segments  of the USAIS
content to the Company's existing customers.  The Agreement commenced on June 1,
2000 and has an initial term of three years. The Agreement will be automatically
renewed for two  one-year  terms,  unless  either  party  notifies  the other in
writing of its  intention  not to renew the  Agreement  within  ninety (90) days
prior to the  expiration of the  then-current  term. The Company is obligated to
pay USAIS the sum of $100,000 in monthly  installments  during the first year of
the  Agreement.  Beginning  with  the  second  year  and  continuing  until  the
expiration  of the  Agreement,  the Company is obligated to pay USAIS $60,000 in
monthly  installments.  In conjunction with the amended  Agreement,  the Company
obtained and delivered to USAIS, on March 21, 2002, an irrevocable, transferable
standby  Letter  of  Credit  in the  amount  of  $840,000,  collateralized  by a
certificate  of deposit of the same  amount  that is to diminish on a dollar for


                                       11
<PAGE>

dollar basis as payments are made in accordance with the amended  Agreement.  As
of September 30, 2002, the Company owed USAIS $480,000.

Proposed Privatization Transaction

     On  April  8,  2002,   the   Company   received   a  proposal   from   the
Company's Chairman  of the Board,  President,  CEO and majority stockholder (the
"Company's  Chairman")  and a limited  partnership  controlled  by the Company's
Chairman  to  acquire  the  remaining  shares  of the  Company's  common  stock,
approximately  5,000,000  shares or  approximately  36% of the shares  currently
outstanding   that  the  Company's   Chairman  does  not  own  or  control  (the
"Non-Chairman's  Shares").  On August 26,  2002,  the Company  and the  entities
controlled by the Company's Chairman entered into a definitive merger agreement,
providing for, among other things, entities controlled by the Company's Chairman
to acquire  the  Non-Chairman  Shares at a price of $1.41 per share.  The merger
agreement and the consummation of the transactions  contemplated  thereunder are
subject to, among other things, approval of the shareholders of PartsBase,  Inc.
In November  2002, the Company filed a Preliminary  Proxy  Statement and related
Transaction  Statement with the Securities and Exchange  Commission  relating to
the contemplated transaction.

     As of September 30, 2002,  the Special  Committee has incurred  $506,092 in
expenses, primarily for legal and financial advice and a stipend for each of the
three  members of the  Special  Committee  approved  by the  Company's  Board of
Directors.  Such expenses have been classified as Privatization  Expenses in the
Company's Condensed  Consolidated  Statements of Operations for the three months
and nine months ended September 30, 2002, respectively.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
           of Operations

     This  Report  contains  forward-looking  statements  within the  meaning of
Section 27A  of the  Securities  Act of 1933 and  Section 21E  of the Securities
Exchange Act of 1934,  including,  without limitation,  statements regarding the
Company's  expectations,  beliefs,  intentions  or  future  strategies  that are
signified  by the words  "expects",  "anticipates",  "intends",  "believes",  or
similar language.  All forward-looking  statements included in this document are
based on  information  available  to the  Company  on the date  hereof,  and the
Company  assumes no  obligation to update any such  forward-looking  statements.
Actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors including but not
limited  to those set forth  under  "Risk  Factors"  included  in  Exhibit  99.1
elsewhere in this report.

Overview

     We   currently   operate  in  two   business   segments:   (i)  we  provide
business-to-business  e-commerce  services  for the  aviation  industry and (ii)
since October 2001 we have provided,  for a fee, registered nurses for temporary
assignment  to  hospitals   located  in  Broward  County,   Miami-Dade   County,
Hillsborough County, Orange County and Palm Beach County, Florida.

     We were  incorporated  in Texas on April  27,  1999 and  prior to such date
operated as a division of Aviation  Laboratories,  Inc. At the Company's  Annual
Meeting of  Stockholders  held on June 20, 2001,  the  stockholders  approved an
amendment  to change the state of  incorporation  of the  Company  from Texas to
Delaware  and  changed  the name of the  Company  from  PartsBase.com,  Inc.  to
PartsBase, Inc. As a Texas corporation, the Company's shares of common stock had
no par value.  As a result of the  reincorporation  in Delaware,  the  Company's
shares of preferred and common  stock,  each have a $0.001 par value and $14,004
was reclassified from Additional  Paid-In Capital to Common Stock to reflect the
par value of the shares of common stock  outstanding  at such time. No shares of
preferred  stock were issued or  outstanding  at September 30, 2002 and December
31, 2001, respectively.




     The Aviation E-commerce Business and Corporate

Results of Operations

Net Revenues

     Net revenues consist of subscription  fees charged to subscribers and, to a
lesser extent,  banner-advertising  and product listings  revenue.  Net revenues


                                       12
<PAGE>

were  $1,106,933  and  $3,352,915 for the third quarter and first nine months of
2002,  respectively,  compared to $1,343,649 and $4,296,715 for the same periods
in 2001, a decrease of 18% and 22%,  respectively.  During the third quarter and
first nine months of 2002, PartsBase signed up 180 and 547 new subscribers at an
average  subscription  fee of $1,985 and $2,022,  respectively.  During the same
periods,  501 and 1,382 subscribers  renewed their subscription for another year
at an average subscription fee of $1,606 and $1,634, respectively. The aggregate
average  subscription fee of both new and renewal  subscribers  during the third
quarter and first nine months of 2002 was $1,706 and $1,744, respectively.

     During the third quarter and first nine months of 2001, PartsBase signed up
282 and 1,435 new  subscribers  at an  average  subscription  fee of $1,675  and
$1,490,  respectively.  In  addition,  during the third  quarter  and first nine
months of 2001, 427 and 1,155 members  renewed their  subscriptions  for another
year at the average renewal fee of $1,368 and $1,316  respectively.  The average
subscription  fee  increased  during  the 2002 nine month  period  over the same
period  in 2001,  due to higher  prices  charged  for  competing  services,  and
PartsBase's ability to offer additional value added services to its subscribers,
such as government  procurement  data and enhanced  parts search.  The aggregate
average  subscription fee of both new and renewal  subscribers  during the third
quarter and first nine months of 2001 was $1,547 and $1,312, respectively.

     At September 30, 2002,  PartsBase had 2,375 paying  subscribers as compared
to 2,466 paying  subscribers at June 30, 2002, 2,749 paying subscribers at March
31,  2002,  2,926  paying  subscribers  at December  31,  2001 and 3,315  paying
subscribers  at September 30, 2001. The subscriber  count  decreased  during the
second quarter of 2002 compared to the prior quarter,  as former subscribers who
utilized the site on a marginal basis and paid below average  subscription  fees
did not renew their  membership.  Of the 1,382  subscribers  who  renewed  their
subscriptions  during  the  first  nine  months  of 2002,  689  represent  those
subscribers  renewing  for  the  second  time,   representing  26%  of  the  new
subscribers initially signed during the first nine months of 2000 and 48% of the
new  subscribers  signed up during the first nine  months of 2001.  The  Company
expects that the renewal rate for third year  subscriptions  will be higher than
that  experienced for second year renewals,  although there can be no assurances
that future  renewal rates will be higher than that  experienced  for the second
year. A paid subscriber is defined as a member of the PartsBase web site who has
purchased a  subscription  that is currently  active,  and  therefore,  does not
include subscribers whose  subscriptions have expired, or potential  subscribers
who are trialing the service.

     Gross  revenues were  $1,212,208  and  $3,505,942 for the third quarter and
first nine months of 2002,  respectively,  compared to $1,125,229 and $3,993,137
for  the  same  periods  in  2001,  an  increase  of 8% and a  decrease  of 12%,
respectively.  The  increase  in gross  revenue  during the  current  quarter as
compared to the same quarter of the prior year is attributable to an increase in
subscription  fees  charged to  subscribers  during  the  current  quarter.  The
decrease in the 2002 nine month period as compared to the  comparable  period of
the prior year is  attributable  to finite  number of  members in the  aerospace
community and fewer renewals of initial  subscribers who utilized the site on an
infrequent basis, in 2002.

     PartsBase  recognizes earned  subscription and banner  advertising  revenue
over the life of the subscription,  which is typically 12 months.  Gross revenue
represents  total  subscription  and  advertising  sales made  during the period
presented,  for which a portion  is  deferred  and  recognized  as  earned.  Net
revenues represent that portion of gross revenues of all periods that was earned
during the current period presented.  Sales costs,  including  commissions,  are
expensed as incurred, and are included in the cost of revenues. Deferred revenue
increased to $2,251,843 at September 30, 2002 compared to $2,207,485 at June 30,
2002,  $2,308,109  as of March 31,  2002,  $2,231,076  at December  31, 2001 and
$2,412,787 at September 30, 2001.

     The  following  table sets forth gross revenue by product line for the last
five  quarters,  as well as  operating  data and  sequential  quarter-to-quarter
revenue growth (decline) percentages for the same period.


                                       13
<PAGE>

<TABLE>



<CAPTION>
                                                       PartsBase, Inc.
                                                     Revenue Detail by Quarter (000's)

                                    09/30/01    12/31/01    03/31/02   06/30/02     09/30/02
                                    --------    --------    --------   --------     --------
<S>                                   <C>         <C>         <C>        <C>          <C>
New Subscriptions                     $  492      $  381      $  451     $  298       $  357
Renewal Subscriptions                    591         833         772        682          805
Advertising                               27          26          31         46           33
Other                                     15           2           5          9           17
                                    --------    --------    --------   --------     --------
Total Gross Revenue                  $ 1,125     $ 1,242     $ 1,259    $ 1,035      $ 1,212
                                    ========    ========    ========   ========     =========
Sequential Gross Rev. Growth             -7%         10%          1%       -18%          17%
                                    ========    ========    ========   ========     =========
Total Net Revenue                    $ 1,344     $ 1,224     $ 1,158    $ 1,088      $ 1,107
                                    ========    ========    ========   ========     =========
Sequential Net Rev. Growth               -1%         -9%         -5%        -6%           2%
                                    ========    ========    ========   ========     =========
Salesperson Compensation              $  398      $  422      $  441     $  394       $  399
                                    ========    ========    ========   ========     =========
Sales Comp/Gross Revenue                 35%         34%         35%        38%          33%
                                    ========    ========    ========   ========     =========
Deferred Revenue Balance             $ 2,413     $ 2,231     $ 2,308    $ 2,207      $ 2,252
                                    ========    ========    ========   ========     =========
</TABLE>


Cost of Revenues

     Cost  of  revenues   consists  of  compensation  for  sales  and  marketing
personnel,  telephone  expenses,   amortization  and  maintenance  of  web  site
development  costs,  contract  payments  to a third party for  procurement  data
functionality and a proportion of rent and office expenses.  Compensation  costs
for sales and  marketing  personnel  are  incurred  in the month  paid while the
revenue is pro-rated over the related subscription period,  generally a 12-month
period.  Therefore,  during quarters with negative gross revenue  growth,  gross
margins will be positively impacted due to the effect of a smaller pool of sales
commissions  being expensed in their entirety during the quarter,  whereas sales
from prior  quarters  with larger gross  revenues are being  amortized  over the
subscription   term.   Costs  of  revenues,   exclusive  of   depreciation   and
amortization,  were $686,788 and $2,144,512 for the third quarter and first nine
months of 2002,  respectively,  compared to $835,919 and $3,308,926 for the same
periods in 2001.  As a percent of net  revenues,  costs of revenues were 62% and
64% for the third quarter and first nine months of 2002, respectively,  compared
to 62% and 77% for the same  periods in 2001.  Salesperson  compensation  in the
third quarter and first nine months of 2002 as a percentage of gross revenue was
33% and 35%, respectively.  This compares to 35% and 40%,  respectively,  in the
third  quarter  and first nine  months of 2001.  Salesperson  compensation  as a
percentage of gross revenue is continuing to trend back downwards,  as renewals,
for which the commission  rate is  substantially  lower than new  subscriptions,
comprise a greater portion of gross revenues.

     At September 30, 2002,  PartsBase employed 43 persons in sales and customer
service, compared to 83 persons at September 30, 2001. Additionally, included in
cost of revenues in the third quarter and first nine months of 2002 was $180,000
and  $549,050,  respectively,  for  contract  payments  to  a  third  party  for
government  procurement  data as opposed to $180,000  and  $749,083 for the same
periods of 2001.

General and Administrative Expenses

     For  the  third  quarter  and  nine  months  ended  September  30,  2002  ,
respectively, aviation e-commerce general and administrative expenses, excluding
stock-based  compensation  expense ($0 and $1,090 in the third quarter and first
nine  months of 2002 and  $98,610 and  $276,614  for the same  periods in 2001),
depreciation  and amortization (of $61,111 and $184,114 in the third quarter and
first nine months of 2002 and  $147,918  and  $453,340  for the same  periods in
2001) and unallocated  corporate general and  administrative  expenses ($245,449
and  $663,723  in the third  quarter and first nine months of 2002 and $0 during
both  periods in 2001) were  $379,915  and  $1,339,165  in 2002 as  compared  to
$1,293,289 and $5,302,434 in 2001, respectively;  a decrease of 71% and $913,374
from the third quarter of 2001 and 75% and $3,963,269 from the first nine months
of 2001.

     General and administrative expenses were 34% of net revenues, for the third
quarter  of  2002,  and 96% of net  revenues,  for the  third  quarter  of 2001,
respectively,  exclusive of stock based compensation  expense,  depreciation and
amortization  and unallocated  corporate  general and  administrative  expenses.


                                       14
<PAGE>

General and administrative  expenses  consisted  primarily of personnel costs of
$308,127 and $765,832,  rent expense of $5,795 and $150,519, bad debt expense of
$7,831 and $123,560, and other costs totaling $58,162 and $253,378 consisting of
professional fees, utilities,  supplies and other related  administrative costs,
for the third quarter of 2002 and 2001, respectively.

     General and administrative expenses were 40% of net revenues, for the first
nine  months of 2002,  and 123% of net  revenues,  for the first nine  months of
2001, respectively,  exclusive of stock based compensation expense, depreciation
and amortization and unallocated corporate general and administrative  expenses.
General and administrative  expenses  consisted  primarily of personnel costs of
$1,058,338  and  $3,339,450,  rent expense of $46,222 and  $529,876  advertising
costs of $17,939 and $96,843, bad debt expense of $44,968 and $674,805 and other
costs totaling $171,698 and $661,460 consisting of professional fees, utilities,
supplies and other related  administrative  costs,  for the first nine months of
2002 and 2001, respectively.

     The Company made significant  personnel reductions during 2001 and 2002. In
addition, depending on salary level, all remaining salaried personnel took a pay
reduction,  ranging from 5%-30% during the second  quarter of 2001.  The Company
expects that its personnel  costs will continue to decrease during 2002 but at a
smaller  rate.  The decrease in bad debt expense  compared to the same period of
the  prior  year  relates  to  the  Company's  former  policy  of  paying  sales
commissions  upon signing a Company sales order,  rather than upon cash receipt,
which  increased the  possibility  that sales orders of lesser  quality would be
submitted.   Although  the  Company  can  recover   commissions  paid  to  sales
representatives  if the customer does not pay, the  Company's  high turnover has
made it  difficult  to collect on a portion of  subscriptions  sold.  During the
third quarter of 2001, the Company significantly tightened its deal verification
processes, thereby causing its bad debt expense to decrease in 2002.

     The Company was  comprised of one business  segment  until  October 1, 2001
with the commencement of operations of RNpartners,  Inc. into the nurse staffing
business. As a result , there was no corporate component prior to such time. For
the quarter ended and nine months ended September 30, 2002 unallocated corporate
general and administrative  expenses,  excluding stock-based  compensation of $0
and $1,090,  respectively,  were  $245,448 and $663,723.  Corporate  general and
administrative  expenses for the quarter  ended and nine months ended  September
30, 2002 consisted primarily of executive compensation of $126,796 and $376,324,
professional  and  directors'  fees of $69,015 and $176,176 and  directors'  and
officers' liability insurance premiums of $26,375 and $67,414.

     At  September  30,  2002,   we  employed  17  persons  in   administrative,
information   technology  and  executive   management  positions  (inclusive  of
corporate positions) as compared to 28 persons at September 30, 2001.

Depreciation and Amortization

     Depreciation  and  amortization  expenses  for the  quarter and nine months
ended  September  30, 2002  totaled  $170,173  and  $512,856,  respectively,  as
compared to $197,224 and $594,440 for the similar 2001 periods.  The decrease in
the 2002  periods  primarily  results  from the  depreciation  and  amortization
recorded in 2001  associated with  furniture,  fixtures and trailing  technology
computer  equipment and software  abandoned  during the corporate  relocation in
2002.

Corporate Relocation Expenses and Abandonment Costs

     As a  result  of the  Company's  former  sublessor  filing  for  bankruptcy
protection in December  2001,  the Company's  sublease for 35,668 square feet of
office space in Boca Raton was vacated by the bankruptcy court. In January 2002,
the Company  entered into a new  sublease  agreement  with another  unaffiliated
third party for 6,600  square  feet of general  office  space in Boca Raton.  In
conjunction  with the move to the new and smaller office space in February 2002,
the Company incurred moving expenses  totaling $30,408 and abandoned  furniture,
fixtures and trailing technology computer equipment and software with a net book
value of $251,498.  Rent savings will be  approximately  $700,000 per annum.  No
additional costs were incurred during the third quarter of 2002.

Stock-Based Compensation Expense

     In connection  with the issuance of employee  stock options issued prior to
our IPO,  stock-based  compensation  expense of $0 and $98,610 was recognized in


                                       15
<PAGE>

the third quarter 2002 and 2001,  respectively,  and $1,090 and $276,614  during
the first nine  months of 2002 and 2001,  respectively.  There are no  remaining
charges to be recognized in future  periods  related to pre-IPO  grants as there
are no non-vested options  outstanding whose exercise price are below the market
price on the date of grant.

Litigation and Other Related Costs

     Litigation  and other  related  costs of $150,000 and $457,500 for the nine
months  September  30, 2002 and 2001,  respectively,  consist of a provision for
$150,000 to cover expected retention costs associated with class action lawsuits
the  Company  is  party  to in  conjunction  with  a  proposed  "going  private"
transaction  during the 2002 period.  The 2001 expense  consisted of a provision
for $200,000 to cover retention costs  associated with class action lawsuits the
Company is party to in conjunction  with the Company's  March 2000  registration
statement  as well as $257,500  during the first six months of 2001 to settle or
accrue for litigation and other related costs. The class action lawsuit relating
to the Company's  March 2000  registration  statement  has been settled  pending
final approval by the court. There were no litigation and related costs incurred
during the quarters ended September 30, 2002 and 2001, respectively.

Privatization Expenses

     During the quarter ended June 30, 2002,  the Company  received three offers
from three separate groups,  one headed by the Company's  Chairman and the other
two offers from unrelated  parties,  to take the Company private.  The Company's
Board of Directors ("Board") formed a Special Committee to evaluate these offers
consisting  of three  independent  members of the Board.  The Special  Committee
retained  legal and financial  advisors to assists it with the evaluation of the
respective  offers.  The Special  Committee  has  incurred  $236,092  during the
quarter ended September 30,2002 and $506,092 for the nine months ended September
30, 2002, consisting primarily of professional fees and a Board approved stipend
for each member of the Special Committee.

Other Income

     Other income,  net,  consisting  primarily of interest and dividend income,
was $94,052 and $336,958 for the third  quarter and nine months ended  September
30,  2002,  respectively,  compared to  $303,522  and  $1,100,622  for the third
quarter and nine months ended September 30, 2001, respectively.  The decrease in
other income,  net for the current periods compared to the comparable periods of
the prior year is  attributable to lower cash balances and interest rates on the
Company's cash equivalents.

Net Loss

     As a result  of the  foregoing,  the net loss  decreased  to  $517,431  and
$1,909,471  for the third  quarter  and first nine  months of 2002,  compared to
$777,871 and $4,542,577 for same periods in 2001.


     The Nurse Staffing Business

Results of Operations

Comparison of Three and Nine Months Ended September 30, 2002

Net Revenues

     We commenced our nurse staffing  operations on October 1, 2001.  During the
quarter and nine months ended  September  30,  2002,  we earned  $1,422,560  and
$3,325,672 in net revenues from the placement of our registered  nurse employees
working as supplemental  nursing staff in hospitals in Miami-Dade  County,  Palm
Beach County,  Broward  County,  Hillsborough  County and Orange County Florida.
Approximately 55% of these revenues for the respective periods were derived from
four clients.  As of September 30, 2002 we provided  supplemental nurse staffing
services to 39 clients; none of the remaining 35 clients individually  comprised
in excess of 9% of the total  revenues for the nine months ended  September  30,
2002.

                                       16
<PAGE>

Cost of Revenues

     Cost  of  revenues  consists  of  compensation  for  our  registered  nurse
employees,   uniforms  and  costs  incurred  in  the  recruitment  of  qualified
professional  healthcare  professionals.  For the  three  months  ended and nine
months ended  September 30, 2002 our total cost of revenues  totaled  $1,258,411
and $3,085,514,  respectively,  or 88% and 93% of net revenues. Registered nurse
compensation  as a  percentage  of cost of revenues  totaled 97% and 96% for the
three months and nine months ended September 30, 2002. As of September 30, 2002,
103 registered nurses, affiliated with us, had worked at least one shift for the
week then ended.

General and Administrative Expenses

     For the quarter and nine  months  ended  September  30,  2002,  general and
administrative  expenses totaled $578,765 and $1,526,781  respectively.  General
and  administrative  expenses  for the  quarter  ended  and  nine  months  ended
September  30, 2002  consisted  primarily  of  personnel  costs of $419,564  and
$1,053,140  rent of $31,502 and $88,141 and other costs  totaling  $127,699  and
$385,500 consisting of marketing expenses,  bad debts,  depreciation,  phone and
utilities,  supplies and other related  administrative costs,  respectively.  At
September  30, 2002,  we employed 51 persons in  administrative,  and  executive
management positions in our nurse staffing operations.

Operating Loss

     As a result of the  foregoing,  the  operating  loss  incurred  during  the
quarter  and  nine  months  ended  September  30,  2002  totaled   $414,616  and
$1,286,623.


Liquidity and Capital Resources

Financial Condition

     As of September  30,  2002,  the Company had  $22,594,237  of cash and cash
equivalents  and restricted cash totaling  $480,000.  At September 30, 2002, the
Company had $20,791,955 of working capital.

     The Company  currently  anticipates  that its operating  expenses will be a
material use of its cash resources.  Additionally,  the Company will continue to
evaluate possible acquisitions of, or investments in, businesses,  products, and
technologies,  which may require the use of cash. The Company  believes that its
existing  cash and cash  equivalents  and  marketable  debt  securities  will be
sufficient to meet its  anticipated  cash needs for working  capital and capital
expenditures for at least the next twelve months.

Cash Flows

     Net cash  used in  operating  activities  totaled  $2,565,855  for the nine
months  ended  September  30,  2002  compared  to net  cash  used  in  operating
activities  of  $2,804,809  for the  comparable  period of the prior  year.  The
current  period  decrease  in cash used in  operations  as  compared to the same
period of last year reflects a decrease in the loss for the period of $1,346,483
offset by an increase in accounts  receivable of $846,663,  primarily the result
of the  operations  of  RNpartners.  These  items are offset by an  increase  of
$617,911 in accounts payable  primarily as a result of a significant  paydown of
accounts payable during the first nine months of 2001.

     Net cash provided by investing  activities  totaled $1,309,677 for the nine
months  ended  September  30,  2002  compared  to net  cash  used  by  investing
activities  of  $11,544,652  for the  comparable  period of the prior year.  The
current  period   increase  of  $12,854,329  in  cash  provided  from  investing
activities  as  compared to last year is  primarily  the result of a decrease in
purchases of marketable debt securities  totaling  $13,872,550  during the prior
year period as opposed to the redemption of a certificate of  deposit-restricted
cash of $590,000 during the first nine months of 2002.

     Net cash used in financing  activities  totaled  $1,178 for the nine months
ended  September  30,  2002,  compared  to net cash  used  financing  activities
totaling $616,618 for the comparable period of 2001. The decrease of $615,440 in
cash used  during  the  current  period as  compared  to last year is  primarily
because during the nine months ended September 30, 2002, the Company repurchased
538,120  shares of its common  stock at a cost of  $795,544  whereas the Company


                                       17
<PAGE>

repurchased 25,700 shares of its common stock for $22,838 during the nine months
ended September 30, 2002.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     The Company is exposed to the impact of interest rate changes.

Interest Rate Risk

     The primary  objective of investment  activities  is to preserve  principal
while at the same time maximizing yields without significantly  increasing risk.
At September  30,  2002,  PartsBase's  portfolio  consisted  of  investments  in
institutional  money market funds.  PartsBase's  investment policy is focused on
ensuring  that  PartsBase  has  liquid  cash  balances  available  to  meet  its
day-to-day  operating  cash needs.  The policy  establishes  guidelines  for the
investment  of surplus  cash  balances  that will  maximize  return with minimum
credit and liquidity risk. All investments  are held in U.S.  dollars.  Specific
instruments  approved for inclusion in the portfolio are limited to: obligations
issued by the U.S.  Treasury  and U.S.  Federal  Agencies,  obligations  of U.S.
commercial  banks such as bankers'  acceptances and  certificates of deposit and
obligations  of major  corporations  and bank holding  companies  such as direct
issue commercial paper, medium term notes and investment grade bond funds.

     The Company intends to hold its investments until maturity;  however, it is
exposed to the impact of interest rate changes.  Investments  in both fixed rate
and floating rate interest earning instruments carries a degree of interest rate
risk. Fixed rate securities may have their fair market value adversely  impacted
due to a rise in interest rates, while floating rate securities may produce less
income than expected if interest rates fall.  Due in part to these factors,  the
Company's future investment income may fall short of expectations due to changes
in interest rates.


Foreign Exchange Risk

     The  Company has minimal  exposure to foreign  exchange  risk as all of its
sales to customers outside of the United States are collected in U.S. dollars.


Item 4.  Controls and Procedures

     The Company's  management,  including the Chief Executive Officer and Chief
Financial  Officer,  have  conducted  an  evaluation  of  the  effectiveness  of
disclosure  controls and  procedures  pursuant to Exchange  Act Rule 13a-14.  In
designing and  evaluating  the disclosure  controls and  procedures,  management
recognized  that any controls and  procedures,  no matter how well  designed and
operated can provide only reasonable  assurance of achieving the desired control
objectives.  Based on that evaluation, the Chief Executive Officer and the Chief
Financial  Officer  concluded  that the  disclosure  controls and procedures are
effective in ensuring that all material information required to be filed in this
quarterly  report  has been made known to them in a timely  fashion.  There have
been no significant changes in internal controls, or in other factors that could
significantly  affect internal controls,  subsequent to the date the Chairman of
the Board and Chief Financial Officer completed their evaluation.


PART II---OTHER INFORMATION

Item 1.  Legal Proceedings

     In  September  2000 the Company  sued a third party  financial  institution
because  such  financial  institution  paid a check in the  amount  of  $161,000
despite a stop payment  order duly issued by the  Company.  The payee cashed the
check, along with a replacement check. Before the Company learned that the payee
had cashed both checks,  the Company entered into a binding  settlement with the
payee  ending the  Company's  business  relationship  with the payee.  The payee
refused to return the amounts and the financial institution failed to credit the
Company's  account.  The Company filed suit,  and discovery has  commenced.  The
financial  institution  joined the payee as a defendant in the matter. The payee
countersued the Company claiming the financial  institution's  action breached a
settlement agreement between the payee and the Company and that the Company must
indemnify  the payee for any losses that may be  sustained  in the  matter.  The
claims against the Company in this matter are the financial institution's demand


                                       18
<PAGE>

for legal fees if the financial  institution prevails and the payee's claims for
indemnity and legal fees. This matter is scheduled for trial in January 2003.

     In April and May 2001, the Company  received  notice of, or had been served
with, four purported class action lawsuits (Foderaro vs. PartsBase.com,  Inc. et
al, Case No.: 01-8319 CIV- FERGUSON;  IKCYBERINVESTMENTS vs. PartsBase.com, Inc.
et al, Case No.: 01-8368  CIV-SEITZ;  and Webb vs.  PartsBase,  et.al.  Case No.
01-8376  CIV- GRAHAM and Jesus  Martin vs.  PartsBase.com,  Inc. et al, Case No.
01-8526-CIV-UNGARO-BENAGES).  These  cases  were  consolidated  into one  action
entitled,  In  re:   PartsBase.com,   Inc.  Securities   Litigation,   Case  No.
01-8319-CIV-UNGARO-BENAGES/BROWN.  The consolidated  lawsuit named as defendants
the Company,  certain of its current and former officers and directors,  and the
underwriters  of its initial  public  offering of securities.  The  consolidated
lawsuit alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act
of  1933  and  alleged  the   Company's   March  2000   registration   statement
misrepresented  and failed to disclose matters related to the Company's business
operations and membership  sales.  The complaint  alleged  damages of nearly $42
million.  The Court certified a class  consisting of purchasers of the Company's
common stock in the offering during the period from March 22, 2000 through April
25, 2000. The Company  maintained a director and officer's  liability  insurance
policy that provides $3 million of coverage, with a retention of $200,000. As of
September  30,  2002,  the  Company  had  incurred  and  previously  charged the
retention of $200,000 to expense.  In May 2002, the Company reached an agreement
in principle for the settlement of the consolidated class action. The plaintiffs
in the case and the  defendants,  entered  into a  Memorandum  of  Understanding
outlining  the general  terms of the  proposed  settlement.  The  Memorandum  of
Understanding  provided  for,  among other things,  a settlement  amount of $1.5
million in cash, plus interest,  payable to the class under an insurance  policy
and for the plaintiffs'  dismissal of the class action with prejudice as well as
a broad form of release in favor of PartsBase  and the other  defendants  in the
class  action  which,  among other  things,  will have the effect of barring all
claims by the  plaintiffs  and the members of the class other than those who opt
out,  arising out of the purchase and sale of the Company's  common stock in the
Company's initial public offering of securities.

     In September 2002, the matter was settled and final judgment was entered by
the U.S. District Court for the Southern District of Florida dismissing the case
with prejudice and otherwise  confirming the settlement  terms  contained in the
Memorandum of Understanding.  The settlement releases the directors,  management
personnel,  underwriters  and  securities  firms  named  as  defendants  in  the
litigation from further liability relating to the IPO; however,  stockholders of
119,000 shares of PRTS opted out of the settlement, and one such stockholder has
filed a lawsuit  in  California  State  Court.  The  Company  believes  that the
allegations  contained  in  this  lawsuit  are  without  merit  and  intends  to
vigorously  defend this  action.  The Company  believes the  resolution  of this
matter will not have a material impact upon the Company's consolidated financial
statements, results of operations or cash flows.


     In July 2001, the Company was served with a lawsuit filed by an information
technology  vendor claiming damages  resulting from the Company's alleged breach
of a  software  sales  and  service  contract  in the  amount of  $126,631  plus
interest,   cost  and  fees.  The  Company  intends  to  vigorously  defend  the
allegations  contained  in this  lawsuit.  In July 2001,  the  Company  sued the
manufacturer  of such  software  for  damages  totaling  $220,000 as a result of
software malfunction.  The cases have been consolidated in the Southern District
of Florida; however, a tentative trial date of September 2002 has been continued
and no new trial date has been set. The  consolidated  matter was  scheduled for
court  ordered  mediation  amongst the three  parties in September  2002 but was
canceled by the plaintiff.  A new mediation date is expected to be  rescheduled.
The  Company  believes  the  resolution  of this matter will not have a material
impact  upon  the  Company's  consolidated  financial  statements,   results  of
operations or cash flows.

     In March 2001 the  Company  received  notice from  counsel to the  Business
Software Alliance (the "BSA"), an industry watchdog group representing  software
manufacturers,  in connection with the BSA's  investigation  of possible illegal
duplication of certain software companies'  proprietary software products by the
Company.  Through  subsequent  correspondence  from the BSA, the BSA has alleged
that the  Company  has  installed  unauthorized  copies of BSA  member  software
products on Company computers. The correspondence from the BSA provides that the
Company's  potential exposure in this matter could be over $1,950,000 if willful
copyright  infringement is shown. The Company is currently in negotiations  with
the BSA in an attempt to resolve the matter. To date the Company is not aware of
any legal proceedings initiated by BSA in this matter. The Company believes that
the resolution of this matter will not have a material impact upon the Company's
consolidated financial position, results of operations and cash flows.

                                       19
<PAGE>

     During  May 2000 the  Company  entered  into a sublease  agreement  with an
unaffiliated  third party for 35,668 square feet of general  office  space.  The
sublease  agreement  was to expire on October 31, 2006.  In December  2001,  the
sublessor  filed for  bankruptcy  protection  and as a result,  the sublease was
voided by the  bankruptcy  court.  The Company  continued to occupy the premises
until  February  2002, at which time,  the Company moved to new subleased  6,600
square feet office space in Boca Raton from an unaffiliated  party. On March 26,
2002,  the lessor of the former  property  filed a complaint  for damages in the
amount of $92,910 plus interest,  costs and fees,  representing the value of the
time the Company  occupied the premises from the date the sublease was voided by
the  bankruptcy  court  through  the date the Company  vacated  the  premises in
accordance with rent provisions of the voided sublease.  The lessor subsequently
amended the complaint  and the Company filed a motion to dismiss the  complaint.
The motion to dismiss the  complaint  was heard in November  2002, at which time
the Court  granted the plaintiff  additional  time to amend the  complaint.  The
Company  believes the resolution of this matter will not have a material  impact
upon the Company's consolidated  financial statements,  results of operations or
cash flows.

     On  April  8,  2002,   the   Company   received   a  proposal   from   the
Company's Chairman  of the Board,  President,  CEO and majority stockholder (the
"Company's  Chairman")  and a limited  partnership  controlled  by the Company's
Chairman  to  acquire  the  remaining  shares  of the  Company's  common  stock,
approximately  5,000,000  shares or  approximately  36% of the shares  currently
outstanding   that  the  Company's   Chairman  does  not  own  or  control  (the
"Non-Chairman's  Shares").  On August 26,  2002,  the Company  and the  entities
controlled by the Company's Chairman entered into a definitive merger agreement,
providing for, among other things, entities controlled by the Company's Chairman
to acquire  the  Non-Chairman  Shares at a price of $1.41 per share.  The merger
agreement and the consummation of the transactions  contemplated  thereunder are
subject to, among other things, approval of the shareholders of PartsBase,  Inc.
In November  2002, the Company filed a Preliminary  Proxy  Statement and related
Transaction  Statement with the Securities and Exchange  Commission  relating to
the contemplated transaction.

     On April 16 and 17, May 8 and June 11,  2002, the  Company received notices
of, or had been served with, four purported class action lawsuits,  two of which
were filed in the Circuit  Court in and for Palm Beach  County,  Florida and the
other two which was filed in the Court of  Chancery  of the State of  Delaware (
Cliff Gordon vs.  PartsBase,  Inc. et.al,  Case No. 024277,  Hughes Rousseau vs.
PartsBase,  Inc.  et.al Case No.  0205368 in Palm Beach County,  Florida and Key
Equity  Investors vs.  PartsBase,  Inc.,  et.al.  C.A. 19546 and Paul Berger vs.
PartsBase,  Inc.  et.al,  C.A.  19693  in  Delaware).  The   lawsuits   name as
defendants   the  Company  and certain of its current   officers and directors.
The  lawsuits  allege the directors  have breached  their  fiduciary duty to the
plaintiffs and the purported  class and seek to enjoin the Company from entering
into a  proposed  going-private  transaction  by the  Company's  Chairman  and a
related limited  partnership and to recover  unspecified  damages resulting from
the alleged  breach of fiduciary  duty.  The  Company intends  to   vigorously
defend  these  actions.   Nevertheless,   an  unfavorable  resolution  of  these
lawsuits could have a material  adverse  effect on the  Company  in one or more
future  periods.  The Company  maintains a director  and  officer's   liability
insurance   policy that  provides $3 million of  coverage,  with a retention  of
$150,000.  The Company fully expects its legal  expenses to exceed the retention
amount.  Therefore at June 30, 2002, the Company  recorded a litigation  reserve
for $150,000 to cover the expected  retention.  This reserve has been classified
as a litigation  and other related costs in the statement of operations  for the
nine months ended September 30, 2002.

     The two lawsuits filed in Delaware have been informally  stayed pending the
resolution of the lawsuits filed in Florida.  In October 2002, the Florida Court
approved  consolidation of the two lawsuits filed in Florida as a single action.
In October 2002, the parties to the Florida  lawsuits  entered into a Memorandum
of  Understanding,  which provides for an  agreement-in-principle  to settle the
class action lawsuits.  The Memorandum of Understanding provides for the parties
to enter a joint stipulation and such other  documentation as may be required to
obtain final approval of the Florida Court.  The Company believes the resolution
of this matter will not have a material  impact upon the Company's  consolidated
financial statements, results of operations or cash flows.


     In September  2002, the Company  received  notice that a complaint had been
filed in the United States District Court for the Western  District of Tennessee
by a subsidiary of a competitor of the Company.  The complaint  alleges that the
Company violated the Computer Fraud and Abuse Act and various related torts. The
Company's  counsel has filed a motion to dismiss the  complaint  and to transfer
venue to  Florida.  The Company  intends to  vigorously  defend the  allegations
contained in this lawsuit.  The Company  believes the  resolution of this matter
will not  have a  material  impact  upon the  Company's  consolidated  financial
statements, results of operations or cash flows.

                                       20
<PAGE>

     The Company is not currently aware of any other legal proceedings or claims
that the Company  believes are likely to have a material  adverse  effect on the
Company's financial position, results of operations, or cash flows.


Item 2.  Changes in Securities

     During the nine months ended  September 30, 2002,  the Company  repurchased
25,700  shares of its common stock in the open market at an  aggregate  purchase
price of $22,838,  inclusive of brokerage fees. All of these shares were retired
as of March 15, 2002.

     In June  2002,  a former  officer of the  Company  exercised  fully  vested
options to purchase  34,382 shares of the  Company's  common stock at a purchase
price of $21,660.

Item 3.  Defaults Upon Senior Securities

         None.


Item 4.  Submission of Matters to a Vote of Security Holders

         None.


Item 5.  Other Information

         None


Item 6.   Exhibits and Reports on Form 8-K

        (1)  Exhibits
            (a)  Exhibit 99.1-Safe Harbor Compliance Statement
            (b)  Exhibit  99.2-Certification  by  Chief  Executive  Officer  and
                  Chief  Financial  Officer  pursuant  to  Section  906  of the
                  Sarbanes-Oxley Act of 2002


                                       21
<PAGE>


                                   Signatures

     In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




Date:  November 14, 2002            /s/ Robert A. Hammond
                                    ---------------------
                                        ROBERT A. HAMMOND, JR.
                                        President, Chief Executive Officer,
                                           And Chairman
                                        (Principal Executive Officer)



Date:  November 14, 2002            /s/ Mark Weicher
                                    ----------------
                                        MARK WEICHER
                                        Chief Financial Officer
                                        (Principal Financial Accounting Officer)


                                       22
<PAGE>

                           Certifications Pursuant to
                                 Section 302 of
                         the Sarbanes-Oxley Act of 2002

I, Robert A. Hammond, Jr. certify that:

     1. I have reviewed this quarterly report on Form 10-Q of PartsBase, Inc.;

     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 we 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 function):

        (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 or not 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.


Date: November  14, 2002
                                          /s/Robert A. Hammond, Jr.
                                          --------------------------
                                             Robert A. Hammond, Jr.
                                             Chief Executive Officer, President



                                       23
<PAGE>




                                  CERTIFICATION

I, Mark Weicher, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of PartsBase, Inc.;

     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 we 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 function):

        (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 or not 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.

Date: November 14, 2002
                                       /s/ Mark Weicher
                                       ----------------
                                           Mark Weicher
                                           Chief Financial Officer




                                       24
<PAGE>




                                 PARTSBASE, INC.

                                Index to Exhibits


Title                                                                Exhibit No.
---------------------------------------------------                  -----------
Safe Harbor Compliance Statement                                            99.1
Certification by Chief Executive Officer and Chief
 Financial Officer Pursuant to Section 906 of the
 Sarbanes - Oxley Act of 2002                                               99.2


                                       1
<PAGE>



                                                                    Exhibit 99.1

                        SAFE HARBOR COMPLIANCE STATEMENT


     The Company  believes  that the  following  risks could cause the Company's
actual results to differ materially.

The Aviation E-commerce Business

     We have  never  been  profitable,  anticipate  continued  losses and cannot
guarantee  profitability in the future. We have never been profitable and expect
to continue to incur operating  losses until at least the end of fiscal 2002. We
may be unable to ever achieve  profitability in the future. We have incurred net
consolidated losses in each accounting period since we began operations in April
1996,  including net losses  attributable to common  shareholders of $3,196,094,
$5,612,233,  $13,453,981,  $7,815,409  ($5,913,034  before  consideration of the
value of a preferred stock beneficial  conversion feature) during the first nine
months  of 2002  and for  calendar  years  2001,  2000 and  1999,  respectively.
Although  revenues  have grown in recent  periods,  we cannot assure you that we
will  achieve  sufficient  revenues  for  profitability.  Even if we do  achieve
profitability,   we  cannot   assure  you  that  we  can   sustain  or  increase
profitability  on a quarterly  or annual basis in the future.  If revenues  grow
slower than we  anticipate,  or if operating  expenses  exceed  expectations  or
cannot  be  adjusted  accordingly,  our  business,  results  of  operations  and
financial condition will be materially and adversely affected.

     We cannot predict our success because our business model is unproven and we
have operated our business for only a short period of time.  Our business  model
is new to the aviation  industry and our ability to generate revenues or profits
is unproven.  We have a limited operating history,  which will make it difficult
to evaluate our performance. Our prospects will be dependent upon our ability to
effectively   implement  our  business   model  and  adapt  to  changes  in  the
business-to-business  e-commerce  market. If our business model is not viable or
if we are unable to identify and address changes in our markets,  we will not be
able to grow our business,  compete effectively or achieve profitability.  These
factors could cause our stock price to fall significantly.

     We primarily rely on revenue from  subscriptions  and we may not be able to
successfully expand our membership base or establish additional revenue sources.
We  currently  generate  revenues  from  e-commerce  customers  in the  aviation
industry  who  subscribe  to our  service.  Our success will be dependent on our
ability to expand our  membership  base within the  aviation  industry.  We have
experienced  decreases in our  subscriber  base.  In addition,  our success will
depend on our ability to generate  additional  revenues through the introduction
of a new functionality and/or the expansion into new markets and industries.  We
cannot  assure  you  that we will  be  successful  in any  efforts  to  generate
additional revenues.

     We  receive  substantially  all of our  revenue  from  participants  in the
aviation  industry,  so a downturn in the  aviation  industry  could  damage our
business.  We receive  substantially all of our revenue from members  associated
with the  aviation  industry,  and we expect  these  revenues  will  account for
substantially all of our revenues for the foreseeable  future. Our dependence on
members  associated with the aviation  industry makes us vulnerable to downturns
in that  industry.  A downturn  could lead our members to reduce  their level of
activity on our e-marketplace and cause some to cancel their subscription.

     Intense competitive pressures in the business-to-business e-commerce market
may impede our ability to establish a substantial  market share that would allow
us to be profitable. The business-to-business  e-commerce market is new, rapidly
evolving,  and  intensely  competitive,  and we expect  competition  to  further
intensify in the future.  Barriers to entry are  minimal,  and  competitors  may
develop and offer services  similar to ours in the future.  Recent entrants into
the business-to-business  aviation parts market include an alliance of prominent
aircraft  parts  manufacturers  and  aviation  industry  participants  that have
superior  capital  resources and  established  reputations  in the industry.  In
addition,  we expect that additional  companies will offer competing  e-commerce
solutions in the future, and our business could be severely harmed if we are not
able to compete successfully against current or future competitors. In addition,
our  members  and  partners  may become  competitors  in the  future.  Increased
competition  is  likely to result in price  reductions,  reduced  gross  margins
and/or loss of market share,  any of which could harm our  business.  Our actual
and  potential  competitors  vary in size and in the  scope and  breadth  of the
services they offer.

                                       1
<PAGE>

     Quarterly  Operating Results are Subject to Significant  Fluctuations.  Our
revenues and operating  results may vary  significantly  from quarter to quarter
due to a number of factors,  not all of which are in our control.  These factors
include:

     o  Subscriber and advertiser demand for our solutions;
     o  User traffic levels and activity on our e-marketplace;
     o  Seasonal fluctuations in Internet usage;
     o  Changes in the growth rate of Internet usage;
     o  The  commitment  of  e-commerce  customers in the aviation  industry who
        subscribe to our service;
     o  The  timing  and  amount  of  costs  relating  to the  expansion  of our
        operations;
     o  Changes in our pricing policies or those of our competitors;
     o  The introduction of new solutions by us or our competitors;
     o  Costs related to acquisitions of technology or businesses;
     o  General economic and market conditions; and
     o  Effects of terrorist activities upon the aviation industry.

     Our  revenues  for the  foreseeable  future will remain  dependent  on user
traffic  levels and the  commitment  of  e-commerce  customers  in the  aviation
industry who  subscribe to our service.  Such future  revenues are  difficult to
forecast. In addition,  we may significantly  increase our operating expenses to
increase  our sales and  marketing  operations,  to continue our  expansion,  to
upgrade and enhance our technology,  and to market and support our solutions. We
may be unable to adjust spending quickly enough to offset any unexpected revenue
shortfall.  If we have a shortfall in revenues in relation to our expenses, then
our business,  results of operations and financial condition would be materially
and  adversely  affected.  Such a result would likely affect the market price of
our common stock in a manner that may be unrelated  to our  long-term  operating
performance.

     Due to all of the foregoing  factors and the other risks  discussed in this
section, you should not rely on quarter-to-quarter comparisons of our results of
operations as an indication of future performance.  It is possible that, in some
future  periods,  our results of  operations  may be below the  expectations  of
public market  analysts and  investors.  In this event,  the price of our common
stock may fall.

     If we  fail  to  effectively  manage  our  operations  and  the  use of our
services, we may lose members or incur significant expenses. Our success depends
on effective planning and growth management. We will need to continue to improve
our financial and managerial controls, reporting systems, and procedures, and we
will need to continue to expand, train and manage our workforce.  We continue to
increase  the  scope of our  operations  and our  growth  has  placed,  and will
continue  to place,  a  significant  strain on our  management  and  operational
systems and resources.  If we do not successfully  implement and integrate these
new systems or if we fail to scale these systems to our growth,  the performance
of our Web site may suffer  which would cause us to lose  members.  In addition,
any failure could make us unable to operate with  adequate,  accurate and timely
financial  and  operational  information,  which  could  result in us  incurring
unnecessary and possibly damaging expenses.

     Because  our  revenue is derived  from  providing  e-marketplace  access to
subscribers for an annual  subscription  fee, the cancellation or non-renewal of
these subscriptions would hurt our business. We have generated substantially all
of our  revenues  to date  through  member  subscription  fees for access to our
e-marketplace. Generally, our subscription fees are paid on an annual basis, and
these  subscriptions  may be terminated on short-term  notice.  We have expended
significant  financial and personnel  resources and have expanded our operations
on the assumption that our subscribers will renew these annual subscriptions. We
do not have a  sufficiently  long  history of  operations  to be able to predict
renewal rates of our members.  If our members fail to continuously  renew, or if
they terminate their subscriptions,  our revenues would be significantly reduced
and our business could suffer dramatically.

     There are a finite number of potential  subscribers and we may be unable to
develop other means of generating revenue, so our growth may be limited. A major
element of our growth  strategy is the  expansion of our  subscriber  base.  The
number of participants  in the aviation  market limits our potential  subscriber
base.  Additionally,  the barriers to entry, which exist in the aviation market,
may  limit  the  entry  of  additional   subscribers  into  our   e-marketplace.
Accordingly,  the number of potential subscribers to our e-marketplace is likely
finite,  in which  case our  revenues  may be  similarly  limited  if we  cannot
generate revenue through other means.

                                       2
<PAGE>

     If our sellers do not provide timely,  professional  and lawful delivery of
products to our buyers,  our membership may decrease and we may have  liability.
We rely on our sellers to deliver  purchased parts and products to our buyers in
a professional,  safe and timely manner. If our sellers do not deliver the parts
and products to our buyers in a professional,  safe and timely manner,  then our
service will not meet customer expectations and our reputation and brand will be
damaged.  In  addition,  deliveries  that  are  nonconforming,  late  or are not
accompanied by information  required by applicable  laws or  regulations,  could
expose us to liability or result in decreased  adoption and use of our solution,
which could have a negative  effect on our business,  results of operations  and
financial condition.

     We cannot guard against harm to our business  from the  activities of third
parties  on our web site.  Our  future  success  will  depend  largely  upon the
reliably of our sellers in delivering and accurately  representing  their listed
products  and  buyers  paying  the  agreed   purchase  price.  We  do  not  take
responsibility  for the  delivery  of  payment or goods to any  member.  We have
received  in the  past,  and  anticipate  that we will  receive  in the  future,
communications  from  members  who did not  receive  the  purchase  price or the
products  that were to be  exchanged.  While we can  suspend the  privileges  of
members who fail to fulfill  their  delivery or payment  obligations,  we do not
currently have the ability to require  sellers to deliver  products or buyers to
make payments. We do not compensate members who believe they have been defrauded
by other members.  Any negative publicity generated as a result of fraudulent or
deceptive  conduct by members of our  e-marketplace  could damage our reputation
and diminish the value of our brand name. We may in the future receive  requests
from  members  for  reimbursement  or threats of legal  action  against us if no
reimbursement  is made. Any resulting  litigation could be costly for us, divert
management  attention,  result in  increased  costs of doing  business,  lead to
adverse judgments, or otherwise harm our business.

     If we are unable to  implement  adequate  measures to maintain the value of
our  intellectual  property and internet domain name, our ability to compete may
be severely harmed. As an Internet company,  our current and future  copyrights,
service  marks,  trademarks,  patents,  trade  secrets,  domain name and similar
intellectual property, if any, are especially vital to our success.  Despite our
precautions,  unauthorized  third  parties may  infringe or  misappropriate  our
intellectual  property;  copy  portions of our  services or reverse  engineer or
obtain and use information  that we regard as proprietary.  Any  infringement or
misappropriation of our intellectual  property or proprietary  information could
make it  difficult  for us to compete.  In addition,  we currently  hold various
Internet  Web  addresses  relating  to our  network,  including  the domain name
"PARTSBASE.COM."  If we are not able to prevent third parties from acquiring Web
addresses that are similar to our addresses, third parties could acquire similar
domain names that could  create  confusion  that  diverts  traffic away from our
e-marketplace to other competing Web sites.

     Other  parties may assert  claims  against us that we are  infringing  upon
their intellectual property rights, which could harm our financial condition and
ability to compete.  We cannot be certain that our services do not infringe upon
the intellectual  property rights of others.  Because patent applications in the
United  States  are  not  publicly   disclosed   until  the  patent  is  issued,
applications  may have been  filed  which  relate to  services  similar to those
offered by us. We may be subject to legal  proceedings  and claims  from time to
time in the  ordinary  course  of our  business,  including  claims  of  alleged
infringement of the trademarks and other  intellectual  property rights of third
parties.  If our services  violate  third-party  proprietary  rights,  we cannot
assure you that we would be able to obtain  licenses to continue  offering  such
services on  commercially  reasonable  terms,  or at all. Any claims  against us
relating to the  infringement  of third-party  proprietary  rights,  even if not
meritorious,  could  result in the  expenditure  of  significant  financial  and
managerial  resources and for injunctions  preventing us from distributing these
services. Such claims could severely harm our financial condition and ability to
compete.

     If we  are  unable  to  license  third-party  technologies  or  effectively
integrate  them, we may  experience  delays in  development  or expansion of our
business.  The e-commerce market is rapidly evolving and we have and will depend
on third-party  software and other technology for the effective operation of our
Web site and  business.  We may not be able to license or renew the  license for
these  technologies  on terms favorable to us or at all. Our inability to obtain
necessary  third-party  licenses  could delay the continued  development  of our
business and services,  which could result in a loss of members, slow our growth
and severely  harm our  business.  In  addition,  even if we are able to license
needed technology,  we may not be able to successfully integrate such technology
into our  operations,  which could also  result in a loss of  members,  slow our
growth and severely harm our business.


                                       3
<PAGE>


Risks Related to the Internet and e-Commerce Industries

     Our growth may be impaired if the Internet is unable to accommodate  growth
in  e-commerce.  Our success  depends on the widespread use of and growth in the
use of the Internet for retrieving,  sharing and transferring  information among
buyers  and  sellers  in the  aviation  parts  market.  If the  Internet  cannot
accommodate growth in e-commerce or experiences periods of poor performance, the
growth of our  business  may  suffer.  Our  ability to sustain  and  improve our
services is  limited,  in part,  by the speed and  reliability  of the  networks
operated by third parties.  Consequently, the emergence and growth of the market
for our  services  is  dependent  on  improvements  being  made to the  Internet
infrastructure  to  alleviate  overloading  and  congestion.  Additionally,  the
possible slow adoption of the Internet as a means of commerce by businesses  may
harm  our  prospects.  Even if the  Internet  is  widely  adopted  as a means of
commerce, the adoption of our network for procurement, particularly by companies
that  have  relied on  traditional  means of  procurement,  will  require  broad
acceptance of e-commerce and online purchasing. In addition, companies that have
already invested substantial resources in traditional methods of procurement, or
in-house  e-commerce  solutions,  may  be  reluctant  to  adopt  our  e-commerce
solution, thus impairing the growth of our member base and revenue potential.

     The security  risks related to  e-commerce  may cause members to reduce the
use of our service,  and attempting to guard against these risks may cause us to
incur  significant  costs and  expenses.  A fundamental  requirement  to conduct
business-to-business  e-commerce is the secure  transmission of information over
public networks. If our members are not confident in the security of e-commerce,
they  may  not  effect   transactions  on  our   e-marketplace  or  renew  their
subscriptions, which would severely harm our business. There can be no guarantee
that  advances  in  computer  capabilities,  new  discoveries  in the  field  of
cryptography,  or other developments will not result in the compromise or breach
of the  algorithms  that  we use to  protect  content  and  transactions  on our
e-marketplace or proprietary information in our databases. We may be required to
incur  significant  costs to protect against  security  breaches or to alleviate
problems caused by breaches.  Further, a well-publicized  compromise of security
could deter people from using the Internet to conduct  transactions that involve
transmitting confidential information. Our failure to prevent security breaches,
or well-publicized  security breaches  affecting the Internet in general,  could
adversely affect the willingness of our members to use our services.

     If our  sellers  fail to  provide  timely  and  accurate  information,  our
membership base and potential  revenue may decline.  Our members use our service
in  large  part  because  of  the  comprehensive  breadth  and  accuracy  of our
databases.  It is our responsibility to load seller product information into our
database and categorize the information  for search  purposes.  However,  we are
dependent  on our  sellers  to  provide  us in a timely  manner  with  accurate,
complete,  and current  information  regarding their product  inventory.  If our
timely  loading of this  information  is  impaired,  this could result in member
dissatisfaction and a loss of members.

     We may not be able to keep up with technological advancements,  which could
result in a loss of  members  and harm our  ability to  compete.  The market for
Internet commerce is characterized by rapid change,  evolving industry standards
and the frequent  introduction of new technological  products and services.  The
introduction of new technology,  products, services or standards may prove to be
too  difficult,  costly or simply  impossible  to  integrate  into our  existing
systems. Moreover,  innovations could render obsolete our existing or any future
products  and  services.  Our  ability to remain  competitive  will also  depend
heavily  upon our ability to maintain  and upgrade our  technology  products and
services.  We must continue to add hardware and enhance  software to accommodate
any increased  content and use of our Web site. If we are unable to increase the
data  storage and  processing  capacity of our systems at least in pace with the
growth in  demand,  our Web site may fail to  operate  at an  optimal  level for
unknown  periods  of time.  As a  relatively  small  company  in the  market for
Internet  commerce,  we will be in a position  of  responding  to  technological
changes  rather  than  establishing  them.  Any  difficulty  keeping  pace  with
technological  advancements  could  hurt  our  ability  to  retain  members  and
effectively compete.

     Because we do not maintain a redundant  system,  any system  failure  could
delay or  interrupt  our  service,  which could  severely  harm our business and
result in a loss of members. Our ability to successfully  maintain an e-commerce
marketplace and provide acceptable levels of customer service depends largely on
the efficient  and  uninterrupted  operation of our computer and  communications
hardware and network systems. Any interruptions could severely harm our business
and result in a loss of members.  Our  computer and  communications  systems are
located in Boca Raton,  Florida.  Although we periodically back up our databases
to tapes and store the backup tapes offsite,  we have not maintained a redundant


                                       4
<PAGE>

site. As a result,  our systems and  operations are  particularly  vulnerable to
damage or interruption from human error, sabotage, fire, flood, hurricane, power
loss,  telecommunications  or equipment  failure,  and similar events. We cannot
assure you that we will not experience system failures in the future.  Moreover,
we have  experienced  delays and  interruptions  in our  telephone  and Internet
access that have prevented members from accessing our e-marketplace and customer
service department.  Furthermore, we do not have a formal disaster recovery plan
and do not carry sufficient business interruption insurance to compensate us for
losses  that may occur as a result of any  system  failure,  and  therefore  the
occurrence  of any  system  failure  or similar  event  could harm our  business
dramatically.


     Defects in the complex  software on which our  services  depend could cause
service  interruptions  that could damage our  reputation and harm our business.
Unlike many  traditional  suppliers and  distributors  of aviation parts, we are
wholly  dependent  on  the  error-free  functioning  of our  Web  site  and  its
associated  software.  Our e-marketplace  depends on complex software  developed
internally  and by  third  parties.  Moreover,  we are  relying  on  third-party
software to implement our  transaction-based  model,  which software has not yet
been integrated into our system.  Software often contains defects,  particularly
when first introduced or when new versions are released.  Our testing procedures
may not discover  software  defects  that affect our new or current  services or
enhancements  until after they are  deployed.  These defects could cause service
interruptions,  which could damage our reputation or increase our service costs,
cause us to lose revenue,  delay market  acceptance,  or divert our  development
resources,  any of which could severely harm our business,  financial condition,
and results of operations.

     We could face liability for information  retrieved from or transmitted over
the internet and  liability for aircraft  products  sold over the  Internet.  We
could be exposed to liability with respect to third-party  information  that may
be  accessible  through our Web site.  If any  third-party  content  information
provided  on our Web site  contains  errors,  consumers  potentially  could make
claims  against us for losses  incurred  in  reliance  on that  information.  In
addition,  because defective  aviation products can result in substantial losses
of property  or life,  we have a  relatively  greater  risk of being  exposed to
product  liability  claims  arising out of or  relating  to  aviation  parts and
products  sold  through  our  Web  site,  which  could  result  in us  incurring
substantial defense costs and, if successful,  liability,  either of which could
severely harm our business.  We currently carry no policies,  which would insure
us against product liability claims.


Risks Related to the Nurse Staffing Business

     We can not predict our success as we have operated our business for a short
period  of  time.  We have a  limited  operating  history,  which  will  make it
difficult for you to evaluate our  performance.  Our prospects will be dependent
upon our  ability  to  effectively  implement  our  business  model and adapt to
changes in the nurse staffing  business.  If our business model is not viable or
if we are unable to identify and address changes in our markets,  we will not be
able to grow our business,  compete effectively or achieve profitability.  These
factors could cause our stock price to fall significantly.

     If  we  are  unable  to  attract   qualified   registered  nurses  for  our
supplemental  nurse staffing business at reasonable costs, it could increase our
operating costs and negatively impact our business. We rely significantly on our
ability to  attract  and  retain  registered  nurses  who  possess  the  skills,
experience and licenses  necessary to meet the  requirements of our hospital and
healthcare  facility  clients.  We  compete  for  registered  nurses  with other
temporary  healthcare  staffing  companies  and with  hospitals  and  healthcare
facilities. We must continually evaluate and expand our registered nurse network
to  keep  pace  with  our  hospital  and  healthcare  facility  clients'  needs.
Currently,  there is a shortage of qualified  nurses in most areas of the United
States,  competition  for nursing  personnel  is  increasing,  and  salaries and
benefits  have risen.  We may be unable to  continue  to increase  the number of
registered  nurses that we recruit,  decreasing  the potential for growth of our
business. Our ability to attract and retain registered nurses depends on several
factors,  including our ability to provide  registered  nurses with  assignments
that they view as attractive and to provide them with  competitive  benefits and
wages.  We cannot  assure you that we will be  successful in any of these areas.
The cost of  attracting  registered  nurses and providing  them with  attractive
benefit  packages may be higher than we anticipate  and, as a result,  if we are
unable to pass these costs on to our hospital clients,  our profitability  could
decline.  Moreover, if we are unable to attract and retain registered nurses the
quality of our services to our hospital clients may decline and, as a result, we
could lose clients.

     We operate in a highly  competitive  market and our success  depends on our
ability to remain  competitive in obtaining and retaining  hospital  clients and
registered   nurses.   The  supplemental   nurse  staffing  business  is  highly


                                       5
<PAGE>

competitive. We compete in regional and local markets with full-service staffing
companies  and  with  specialized  temporary  staffing  agencies.  Some  of  our
competitors in the  supplemental  nurse staffing sector include  American Mobile
Nurse, Interim Healthcare Services and Nursefinders. Some of these companies may
have greater  marketing and financial  resources than we do. We believe that the
primary  competitive  factors in obtaining  and retaining  hospital  clients are
identifying  qualified  healthcare  professionals for specific job requirements,
providing qualified employees in a timely manner, pricing services competitively
and effectively monitoring employees' job performance. We compete for registered
nurses based on the  quantity,  diversity  and quality of  assignments  offered,
compensation packages and the benefits that we provide. Competition for hospital
clients and  registered  nurses may increase in the future and, as a result,  we
may not be able to remain competitive. To the extent competitors seek to gain or
retain market share by reducing prices or increasing marketing expenditures,  we
could lose  revenues or hospital  clients and our margins could  decline,  which
could  seriously harm our operating  results and cause the price of our stock to
decline. In addition, the development of alternative  recruitment channels could
lead our  hospital  clients to bypass our  services,  which would also cause our
revenues and margins to decline.

     Our  business  depends  upon our ability to secure and fill new orders from
our hospital  clients  because we do not have long-term  agreements or exclusive
contracts with them. We do not have long-term agreements or exclusive guaranteed
order  contracts  with our  hospital  clients.  The  success of our  business is
dependent upon our ability to  continually  secure new orders from hospitals and
to fill those orders with our registered nurse  employees.  Our hospital clients
are free to place  orders  with our  competitors  and  choose  to use  temporary
healthcare  professionals  that our competitors offer them.  Therefore,  we must
maintain  positive  relationships  with  our  hospital  clients.  If we  fail to
maintain positive  relationships with our hospital clients,  we may be unable to
generate new supplemental healthcare professional orders and our business may be
adversely affected.

     Fluctuations  in patient  occupancy  at the  hospital  of our  clients  may
adversely affect the demand for our services and therefore the  profitability of
our  business.  Demand for our  supplemental  healthcare  staffing  services  is
significantly affected by the general level of patient occupancy at our hospital
clients' facilities. When occupancy increases,  supplemental employees are often
added before  full-time  employees are hired. As occupancy  decreases,  hospital
clients   typically  will  reduce  their  use  of  temporary   employees  before
undertaking layoffs of their regular employees.  In addition,  we may experience
more  competitive   pricing  pressure  during  periods  of  occupancy  downturn.
Occupancy  at  our  hospital  clients'  facilities  also  fluctuates  due to the
seasonality of some elective  procedures.  We are unable to predict the level of
patient  occupancy  at any  particular  time and its effect on our  revenues and
earnings.

     Healthcare  reform  could  negatively  impact our  business  opportunities,
revenues and margins.  The U.S.  government  has  undertaken  efforts to control
growing   healthcare  costs  through   legislation,   regulation  and  voluntary
agreements with medical care providers and drug  companies.  In the recent past,
the  U.S.  Congress  has  considered  several  comprehensive  healthcare  reform
proposals.  The proposals were generally intended to expand healthcare  coverage
for the uninsured and reduce the growth of total healthcare expenditures.  While
the U.S. Congress did not adopt any comprehensive  reform proposals,  members of
Congress may raise similar  proposals in the future.  If any of these  proposals
are approved,  hospitals and other  healthcare  facilities may react by spending
less on healthcare  staffing,  including nurses. If this were to occur, we would
have fewer business opportunities, which could have a material adverse effect on
our business.  State  governments  have also  attempted to control the growth of
healthcare  costs.  For  example,   the  state  of  Massachusetts  has  recently
implemented a regulation  that limits the hourly rate paid to temporary  nursing
agencies for registered  nurses,  licensed practical nurses and certified nurses
aides. While the current regulation does not apply to us, if similar regulations
were to be  applied  in  Florida,  our  revenues  and  margins  could  decrease.
Furthermore,  third  party  payors,  such as health  maintenance  organizations,
increasingly challenge the prices charged for medical care. Failure by hospitals
to obtain full  reimbursement  from those third party  payors  could  reduce the
demand or the price paid for our services.

     We operate in a regulated industry and changes in regulations or violations
of regulations  may result in increased costs or sanctions that could reduce our
revenues and profitability.  The healthcare industry is subject to extensive and
complex  federal  and  state  laws  and  regulations   related  to  professional
licensure,  conduct  of  operations,   payment  for  services  and  payment  for
referrals.  If we fail to comply with the laws and regulations that are directly
applicable to our business,  we could suffer civil and/or criminal  penalties or
be subject to injunctions or cease and desist orders.  Our business is generally
not  subject  to the  extensive  and  complex  laws that  apply to our  hospital
clients,  including  laws  related to Medicare,  Medicaid and other  federal and
state healthcare programs.  However, these laws and regulations could indirectly
affect the demand or the prices paid for our services. For example, our hospital
clients  could suffer civil and/or  criminal  penalties  and/or be excluded from


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participating in Medicare,  Medicaid and other healthcare  programs if they fail
to comply  with the laws and  regulations  applicable  to their  businesses.  In
addition,  our hospital  clients  could  receive  reduced  reimbursements  or be
excluded from  coverage,  because of a change in the rates or conditions  set by
federal or state  governments.  In turn,  violations of or changes to these laws
and regulations  that adversely affect our hospital clients could also adversely
affect  the  prices  that  these  clients  are  willing  or  able to pay for our
services.

     Significant legal actions could subject us to substantial  liabilities.  In
recent years, our hospital  clients have become subject to an increasing  number
of legal actions  alleging  malpractice or related legal  theories.  Because our
registered  nurses  provide  medical  care,  claims may be brought  against  our
registered nurses and us relating to the quality of medical care provided by our
registered nurse employees while on assignment at our hospital  clients.  We and
our  registered  nurse  employees  may at  times  be  named  in  these  lawsuits
regardless of our  contractual  obligations  or the standard of care provided by
our  registered  nurses.  In some  instances,  we may be required  to  indemnify
hospital  clients  contractually  against some or all of these  potential  legal
actions.  Also,  because  our  registered  nurses are our  employees,  we may be
subject to various  employment  claims and  contractual  disputes  regarding the
terms of a registered nurse's employment. We have two layers of professional and
general  liability  coverage.  The professional and general  liability  coverage
consists of primary  coverage  with limits of $1 million per  occurrence  and $3
million in the  aggregate  and an  umbrella  policy  with  limits of $5 million.
However,  our insurance coverage may not cover all claims against us or continue
to be available to us at a reasonable  cost. Also, we may not be able to pass on
all or any portion of increased  insurance costs to our hospital clients.  If we
are unable to  maintain  adequate  insurance  coverage  or if any claims are not
covered by insurance, we may be exposed to substantial liabilities.

     We may be legally liable for damages  resulting from our hospital  clients'
mistreatment  of our  healthcare  personnel.  Because we are in the  business of
placing our  registered  nurses in the  workplaces  of other  companies,  we are
subject to possible  claims by our registered  nurses  alleging  discrimination,
sexual  harassment,  negligence  and other  similar  activities  by our hospital
clients.  The  cost of  defending  such  claims,  even if  groundless,  could be
substantial and the associated  negative  publicity  could adversely  affect our
ability to attract and retain qualified individuals in the future.

     Difficulties in developing and  maintaining our management  information and
communications   systems  may  result  in   increased   costs  that  reduce  our
profitability.  Our ability to deliver  our  staffing  services to our  hospital
clients  and manage our  internal  systems  depends to a large  extent  upon the
performance of our management information and communications systems,  currently
under development. If these systems do not adequately support our operations, or
if we are required to incur  significant  additional costs to maintain or expand
these systems,  our business and financial results could be materially adversely
affected.

     Our  operations  may  deteriorate  if we are unable to continue to attract,
develop  and retain our sales  personnel.  Our  success  is  dependent  upon the
performance of our sales  personnel,  especially  client  registered nurse sales
managers,   hospital  account   coordinators  and  recruiters.   The  number  of
individuals  who meet our  qualifications  for these positions is limited and we
may experience  difficulty in attracting qualified  candidates.  In addition, we
commit substantial  resources to the training,  development and support of these
individuals.  Competition  for qualified sales personnel in the line of business
in which we  operate  is  strong  and there is a risk that we may not be able to
retain  our sales  personnel  after we have  expended  the time and  expense  to
recruit and train them.


Risks Associated with Potential Acquisitions or Investments

     We may acquire or make  investments  in businesses,  products,  services or
technologies  some of which may not be  complementary  or related to our current
businesses.  From time to time we may have discussions with companies  regarding
our  acquiring,  or  investing  in,  their  businesses,  products,  services  or
technologies.  We cannot  assure you that we will be able to  identify  suitable
acquisition  or  investment   candidates.   Even  if  we  do  identify  suitable
candidates,  we  cannot  assure  you  that we will  be able to  consummate  such
acquisitions  or  investments  on  commercially  acceptable  terms.  If we buy a
company,  we could have difficulty in assimilating that company's  personnel and
operations.  In addition,  the key personnel of the acquired  company may decide
not to work for us.  If we make  other  types  of  acquisitions,  we could  have
difficulty in assimilating the acquired products,  services or technologies into
our operations.  These difficulties could disrupt our ongoing business, distract
our  management and  employees,  increase our expenses and adversely  affect our
results  of  operations  due  to  accounting   requirements  such  as  goodwill.
Furthermore,  we may incur debt or issue equity securities to pay for any future
acquisitions.  The  issuance  of  equity  securities  could be  dilutive  to our


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existing  stockholders.  We do not  have  established  criteria  for  evaluating
acquisition or investment opportunities.

     Future growth of our  operations may make  additional  capital or financing
necessary.  We anticipate  that we have  sufficient  working capital to meet our
working capital needs for at least the next 12 months.  However,  we may need to
raise additional funds in the future in order to:

     o  Finance unanticipated working capital requirements;
     o  Develop or enhance existing services or products;
     o  Respond to competitive pressures; and
     o  Acquire complementary businesses, technologies, content or products.

     We  cannot  be  certain  that we will be able to  obtain  needed  funds  on
favorable  terms,  if at all. If we decide to raise funds by issuing  additional
equity  securities,  investors  in our common  stock may  experience  additional
dilution.

     We may be unable to obtain  sufficient  funds to  effectively  operate  our
business,  which could damage our competitive  position. In the rapidly evolving
and highly  competitive  e-commerce  industry,  our future prospects will depend
heavily on our  ability to take  advantage  of new  business  opportunities  and
respond to technological  developments.  There can be no assurances that we will
have  sufficient  capital  resources  to  respond  to  business   opportunities,
technological   advancements  and  competitive  pressures.  A  lack  of  capital
resources could seriously damage our competitive position and prospects.

     You may experience significant volatility in the market value of our shares
and may be unable to sell our stock on terms  favorable to you.  Because we have
no history of  profitability,  it will be difficult  for investors in the public
market to determine the intrinsic value of our shares.  In addition,  our market
capitalization  and public float is small relative to other public  companies in
the business-to-business  e-commerce or other sectors. As a result, the price at
which our common  stock trades may be more  volatile  than those of other public
companies  and, as a result,  it may be more difficult for you to sell our stock
on terms favorable to you. In addition, any significant volatility in the market
price of our common stock could result in the  initiation  of  securities  class
action  litigation,  which could divert our management  and financial  resources
from more productive uses.


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                                                                  Exhibit 99.2


                            CERTIFICATION PUSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,  subsections (a)
and (b) of Section 1350,  Chapter 63 of Title 18of the United States Code,  each
of the  undersigned  officers of  PartsBase,  Inc. (the  "Company")  does hereby
certify, to such officer's knowledge that:

     (1) The Quarterly  Report on Form 10-Q for the quarter ended  September 30,
     2002 (the "Report")  fully complies with the  requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended; and

     (2)  The  information  contained  in this  Report  fairly  presents  in all
     material respects, the financial condition and results of operations of the
     Company.


                                            /s/Robert A. Hammond, Jr.
                                            -------------------------
                                            Robert A. Hammond, Jr.
                                            Chief Executive Officer
                                            November 14, 2002


                                            /s/Mark Weicher
                                            ---------------
                                            Mark Weicher
                                            Chief Financial Officer
                                            November 14, 2002


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