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 June 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 August 1, 2002.


                                 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


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 ..................................             20

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

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


                                       2
<PAGE>


PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>


                                       PARTSBASE, INC. AND SUBSIDIARY

                                   Consolidated Condensed Balance Sheets

                                                 (Unaudited)
<CAPTION>

                                                    June 30,          December 31,
                                                      2002                2001
                                              -----------------    ------------------

                            ASSETS

Current assets:
<S>                                             <C>                   <C>
Cash and cash equivalents                       $  23,135,315         $  23,851,593
Accounts receivable, net                            1,076,823               403,969
Investments, at amortized cost                            -                 900,073
Prepaid expenses and other current assets             337,840               330,966
                                                 -------------         -------------
 Total current assets                              24,549,978            25,486,601
Property and equipment, net                         2,104,500             2,570,330
Certificate of deposit - restricted cash              660,000             1,070,000
Other assets                                           52,723                36,839
                                                 -------------         -------------
 Total assets                                   $  27,367,201         $  29,163,770
                                                 =============         =============


     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable                                $     109,558         $       87,060
Accrued expenses and other current liabilities        874,806                406,147
Deferred revenue, net                               2,207,485              2,231,076
                                                 -------------         --------------
 Total current liabilities                          3,191,849              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                               (29,092,939)           (26,828,892)
Unearned compensation                                     -                   (1,090)
                                                 -------------         --------------
  Total stockholders' equity                       24,175,352             26,439,487
                                                 -------------         --------------
 Total liabilities and stockholders' equity     $  27,367,201         $   29,163,770
                                                 =============         ==============


The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>


                                       3
<PAGE>


<TABLE>

<CAPTION>

                                            PARTSBASE, INC. AND SUBSIDIARY

                                    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                                                      (Unaudited)


                                                      Three Months Ended                Six Months Ended
                                                          June 30,                          June 30,
                                                 ----------------------------   ------------------------------
                                                        2002           2001            2002           2001
                                                 -------------   ------------   -------------    -------------
<S>                                              <C>             <C>            <C>              <C>
Net revenues                                     $  2,175,102    $ 1,353,833    $  4,149,094     $  2,953,066
Cost of revenues                                    1,808,734      1,076,041       3,504,507        2,564,801
                                                  ------------   ------------   -------------    -------------
Gross profit                                          366,368        277,792         644,587          388,265
                                                  ------------   ------------   -------------    -------------

Operating expenses:
General and administrative expenses                 1,343,239      2,050,310       2,448,544        4,314,567
Stock-based compensation expense                          -          134,993           1,090          178,004
Litigation and other related costs                    150,000        457,500         150,000          457,500
Relocation expenses and abandonment costs                 -              -           281,906              -
                                                  ------------   ------------   -------------    -------------
Total operating expenses                            1,493,239      2,642,803       2,881,540        4,950,071
                                                  ------------   ------------   -------------    -------------

Operating loss                                     (1,126,871)    (2,365,011)     (2,236,953)      (4,561,806)
Privatization expenses                               (270,000)           -          (270,000)             -
Other income, net                                     105,490        299,014         242,906          797,100
                                                  ------------   ------------   -------------    -------------
Net loss                                         $ (1,291,381)   $(2,065,997)   $ (2,264,047)    $ (3,764,706)
                                                  ============   ============   =============    =============

Basic and diluted net loss per share             $      (0.09)   $     (0.15)   $      (0.16)    $      (0.26)
                                                  ============   ============   =============    =============

Weighted average common shares outstanding         13,978,667     14,155,140      13,988,718       14,219,174
                                                  ============   ============   =============    =============



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

</TABLE>


                                       4
<PAGE>


<TABLE>

<CAPTION>

                             PARTSBASE, INC. AND SUBSIDIARY

                     CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                       (Unaudited)

                                                                       SIX MONTHS ENDED
                                                            ------------------------------------
                                                                  JUNE 30,             JUNE 30,
                                                                    2002                 2001
                                                            ---------------     ----------------

Cash flows from operating activities:
<S>                                                         <C>                 <C>
   Net loss                                                 $  (2,264,047)      $    (3,764,706)
   Adjustments to reconcile net loss to cash used in
        operating activities:
   Depreciation                                                   385,749               397,216
   Loss on property abandonments                                  251,498                   -
   Provision for doubtful accounts                                 57,318               551,244
   Provision for litigation and other related costs               150,000               158,565
   Recognition of stock based compensation                          1,090               178,004
   Change in assets and liabilities:
      Accounts receivable, net                                   (704,481)              361,063
      Prepaid and other current assets                             (6,873)              227,025
      Other assets                                                (16,259)               62,216
      Accounts payable                                             22,499              (445,123)
      Accrued expenses and other accrued liabilities              318,659               (31,780)
      Deferred revenue, net                                       (49,283)             (488,638)
      Other liabilities                                               -                  19,850
                                                             -------------       ---------------
        Net cash used in operating activities                  (1,854,130)           (2,775,064)
                                                             -------------       ---------------


Cash flows from investing activities:
   Capital expenditures                                          (171,043)              (77,516)
   Maturities of marketable debt securities                       900,073             3,615,147
   Purchase of certificate of deposit-restricted cash                 -              (1,677,864)
   Redemption of certificate of deposit-restricted cash           410,000                   -
                                                             -------------       ---------------
        Net cash provided by investing activities               1,139,030             1,859,767
                                                             --------------      ---------------


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                        (716,278)           (1,531,915)
Cash and cash equivalents at beginning of period               23,851,593            23,045,491
                                                             -------------       ---------------
Cash and cash equivalents at end of period                  $  23,135,315       $    21,513,576
                                                             =============       ===============


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,  Martin,
Hillsborough and Broward counties of the State of Florida.

     The  accompanying   unaudited   consolidated  condensed  interim  financial
statements  reflect all  adjustments,  (consisting  only of 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 six month periods ended June 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 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 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
not  anti-dilutive,  is computed using the weighted average number of common and
common equivalent shares outstanding during the period. Common equivalent shares


                                       6
<PAGE>

consist of the  incremental  common  shares  issuable upon the exercise of stock
options and warrants  (using the treasury stock  method).  For the three and six
month periods  ended June 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 South 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 six months ended June 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,  Martin 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, the related depreciation and the overhead of managing the segment.

     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 business line. 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 six
month periods  ended June 30, 2002.  During the three and six month period ended
June 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 six months ended June 30, 2002
                                      ----------------------------------------------------------------
                                           Aviation
                                          e-commerce        Supplemental       Corporate
(In thousands)                             business        Nurse Staffing      and other      Total
                                      ---------------     ---------------      ----------  ---------
<S>                                       <C>                                              <C>
Subscription revenues                     $  2,156                                         $  2,156
Advertising                                     76                                               76
Nurse staffing services                          -          $    1,903                        1,903
Other                                           14                   -                           14
                                           --------          ----------        --------     --------
   Total revenues                            2,246               1,903                        4,149
                                           --------          ----------        --------     --------
Cost of revenues, excluding
  depreciation and amortization              1,457               1,827                        3,284
General and administrative                     959                 906        $    418        2,283
Depreciation and amortization                  343                  43               -          386
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                        2,760               2,776             850        6,386
                                           --------          ----------        --------     --------
Operating loss                            $   (514)         $     (873)       $   (850)    $ (2,237)
                                           ========          ==========        ========     ========
Privatization costs and expenses          $      -          $        -        $    270     $    270
                                           ========          ==========        ========     ========
Interest income                           $      -          $        -        $     40     $     40
                                           ========          ==========        ========     ========
Other income, net                         $      -          $        -        $    203     $    203
                                           ========          ==========        ========     ========
Capital expenditures                      $     67          $      104        $      -     $    171
                                           ========          ==========        ========     =========
Total assets                              $ 26,228          $    1,139        $      -     $  27,367
                                           ========          ==========        ========     =========
</TABLE>




<TABLE>


<CAPTION>

                                                 For the three months ended June 30, 2002
                                      ----------------------------------------------------------------
                                           Aviation
                                          e-commerce        Supplemental       Corporate
(In thousands)                             business        Nurse Staffing      and other      Total
                                      ---------------     ---------------     -----------   --------
<S>                                       <C>                                              <C>
Subscription revenues                     $  1,031                                         $  1,031
Advertising                                     48                                               48
Nurse staffing services                          -          $    1,087                        1,087
Other                                            9                   -                            9
                                           --------          ----------        --------     ---------
Total revenues                               1,088               1,087                        2,175
                                           --------          ----------        --------     ---------
Cost of revenues, excluding
  depreciation and amortization                679               1,020                        1,699
General and administrative                     475                 542        $    243        1,260
Depreciation and amortization                  170                  23               -          193
Litigation and other related costs               -                   -             150          150
                                           --------          ----------        --------     --------
Total cost of revenues and
  operating expenses                         1,324               1,585             393         3,302
                                           --------          ----------        --------     ---------
Operating loss                            $   (236)         $     (498)       $   (393)    $  (1,127)
                                           ========          ==========        ========     =========
Privatization costs and expenses          $      -          $        -        $    270     $     270
                                           ========          ==========        ========     =========
Interest income                           $      -          $        -        $      12    $      12
                                           ========          ==========        =========    =========
Other income, net                         $      -          $        -        $      94    $      94
                                           ========          ==========        =========    ==========
Capital expenditures                      $      3          $       14        $       -    $      17
                                           ========          ==========        =========    ==========
</TABLE>



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


                                       8
<PAGE>


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   currently   before   the   Honorable   Ursula
Ungaro-Benages.  The  consolidated  lawsuit  names 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 alleges
violations  of Sections 11,  12(a)(2) and 15 of the  Securities  Act of 1933 and
alleges 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 alleges damages of nearly $42 million. The Court
has recently  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 maintains a director and officer's  liability insurance policy
that provides $3 million of coverage, with retention of $200,000. As of June 30,
2002, the Company has 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 provides 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.

     The final  settlement of the class action is subject to the preparation and
execution of definitive settlement documents and court approval.  The settlement
also applies to the directors, management personnel, underwriters and securities
firms named as defendants in the litigation.

     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 matter is scheduled  for court  ordered  arbitration
amongst the three parties in September 2002. 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


                                       9
<PAGE>

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 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 at a price of
$1.02 per share.  The proposal is subject to, among other  things,  a definitive
merger  agreement,  approval of both the Board of Directors and  shareholders of
PartsBase, Inc., receipt of any regulatory approval which may be necessary and a
fairness opinion from the Company's investment banker. The Board of Directors of
the Company has formed a Special Committee ("Special Committee") to consider the
proposed  transaction.  The Special  Committee has retained  legal and financial
advisors to assist them in evaluating the proposed 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
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  retention  of
$150,000.  The Company fully expects its legal  expenses to exceed the retention
amount.  Therefore  at June 30,  2002,  the  Company has  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 three and six months ended June 30, 2002.

     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.


     On February 15, 2002, the Company  received notice from the NASDAQ National
Market warning that the Company's stock may be delisted because its common stock
has failed to  maintain a minimum  bid price of $1 over the last 30  consecutive
trading  days and failed to maintain a minimum  market  value of public float of
$5,000,000.  In accordance with  MarketPlace  Rules,  the Company is provided 90
calendar  days,  or until May 15, 2002 to regain  compliance.  In May 2002,  the
Company regained compliance.


     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


                                       10
<PAGE>

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
dollar basis as payments are made in accordance with the amended  Agreement.  As
of June 30, 2002, the Company owed USAIS $660,000.

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 at a price of
$1.02 per share.  The proposal is subject to, among other  things,  a definitive
merger  agreement,  approval of both the Board of Directors and  shareholders of
PartsBase, Inc., receipt of any regulatory approval which may be necessary and a
fairness opinion from the Company's investment banker. On May 30, 2002 Company's
Chairman increased his offer price to $1.25 per share.

     On April 19, 2002, the Company  received a proposal  from AirOperations.com
("AirOps")  for a going  private  transaction.  According to the  correspondence
received from AirOps,  AirOps'  parent  company,  Air  Operations  International
repairs,  overhauls and markets  aircraft engines and components and through its
website  Airoperations.com  engages in e commerce in the aviation industry.  The
proposed  transaction from AirOps would be either in the form of a merger with a
corporation  owned,  affiliated with and/or controlled by AirOps or the purchase
of substantially  all the assets of PartsBase.  Pursuant to the AirOps proposal,
the stockholders of PartsBase would receive $1.22 per share in exchange for each
share of PartsBase Common Stock outstanding or the same aggregate  consideration
to  PartsBase  in the event of an asset  purchase.  The  proposal is subject to,
among  other  things,  approval  of the  proposed  transaction  by the  Board of
Directors and  stockholders  of PartsBase,  receipt of any regulatory  approvals
which may be necessary,  the receipt of a fairness opinion,  the inapplicability
(either by its terms or as a result of Company Board action) of certain business
combination provisions under Delaware law, the receipt of satisfactory financing
by AirOps to consummate the transaction,  the receipt of all necessary  consents
without payment of any penalty from creditors, lessors or customers of PartsBase
and the termination of all outstanding options and warrants of the Company.  The
proposal  initially expired on May 15, 2002 but was extended,  indefinitely,  by
AirOps. Additionally,  AirOps amended its offer price to $1.30 per share on June
4, 2002. The proposal from AirOps has been referred to the Special  Committee of
the Board of Directors.

     On June 10, 2002,  the Company  received a proposal  from a group headed by
Mr. Harold Van Arnem (the "Van Arnem Group"),  a private  investor,  for a going
private transaction.  The proposed transaction from the Van Arnem Group would be
in the  form of a  merger  with a  corporation  owned,  affiliated  with  and/or
controlled by the Van Arnem Group. Pursuant to the Van Arnem Group proposal, the
stockholders  of PartsBase  would  receive  $1.30 per share in exchange for each
share of PartsBase Common Stock outstanding. The proposed acquisition is subject
to, among other  things,  approval of the proposed  transaction  by the Board of
Directors and  stockholders  of PartsBase,  receipt of any regulatory  approvals
which may be  necessary,  the  receipt of a  fairness  opinion,  the  receipt of
satisfactory financing by Van Arnem to consummate the transaction.  The proposal
from the Van Arnem Group has been referred to the Special Committee of the Board
of Directors.

     On  June  13,  2002,  the  Special  Committee  of the  Board  of  Directors
established a deadline of 5:00 p.m.  Eastern time on Friday,  June 14, 2002, for
all interested  parties to submit their best and final offer.  On June 17, 2002,
the Special  Committee  announced  that it had received a bid from the Company's
Chairman,  AirOps and the Van Arnem  Group,  all of which are  continuing  to be
evaluated as of the date of this Report.

     As of June 30,  2002,  the  Special  Committee  has  incurred  $270,000  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.  These expenses have been classified as Privatization Expenses in the
Company's  Statements  of  Operations  for the three months and six months ended
June 30, 2002, respectively.

                                       11
<PAGE>

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, Martin 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 June 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
were  $1,088,237  and  $2,245,982 for the second quarter and first six months of
2002,  respectively,  compared to $1,353,833 and $2,953,066 for the same periods
in 2001, a decrease of 20% and 24%, respectively.  During the second quarter and
first six months of 2002,  PartsBase signed up 171 and 367 new subscribers at an
average  subscription  fee of $1,741 and $2,040,  respectively.  During the same
periods,  429 and 881 subscribers renewed their subscription for another year at
an average  subscription fee of $1,589 and $1,650,  respectively.  The aggregate
average  subscription fee of both new and renewal  subscribers during the second
quarter and first six months of 2002 was $1,632 and $1,765, respectively.

     During the second quarter and first six months of 2001, PartsBase signed up
459 and 1,153 new  subscribers  at an  average  subscription  fee of $1,785  and
$1,730,  respectively.  In  addition,  during the second  quarter  and first six
months of 2001, 291 and 728 members renewed their subscriptions for another year
at the  average  renewal  fee of $1,331 and  $1,232  respectively.  The  average
subscription fee increased during the 2002 six 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 second quarter
and first six  months of 2001 was  $1,609 and  $1,537,  respectively.  Given the
finite size of the aerospace community,  the number of new subscribers signed up
in 2002 decreased compared to 2001.

     At June 30, 2002  PartsBase  had 2,466  paying  subscribers  as compared to
2,749 paying subscribers at March 31, 2002, 2,926 paying subscribers at December
31, 2001,  3,315 paying  subscribers  at  September  30, 2001,  and 4,056 paying
subscribers at June 30, 2001. The subscriber  count decreased  during the second
quarter  of 2002  compared  to the prior  quarter,  as  PartsBase  was unable to
acquire new subscribers at a sufficient rate to replace current  customers whose
subscriptions  expired or were deactivated during their subscription  period due
to  non-payment  of their  invoice.  Of the 881  subscribers  who renewed  their


                                       12
<PAGE>

subscriptions  during  the  first  six  months  of  2002,  455  represent  those
subscribers  renewing  for  the  second  time,   representing  21%  of  the  new
subscribers  initially signed during the first six months of 2000 and 37% of the
new  subscribers  signed up during  the first six  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  $1,035,026  and $2,293,734 for the second quarter and
first six months of 2002,  respectively,  compared to $1,207,019  and $2,867,116
for the same  periods in 2001,  a  decrease  of 14% and 20%,  respectively.  The
decrease  in gross  revenue  during the  current  quarter  and current six month
period as compared to the same quarter and six month period of the prior year is
attributable  to finite number of members in the  aerospace  community and fewer
renewals of initial subscribers 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
decreased to $2,207,485 at June 30, 2002, compared to $2,308,109 as of March 31,
2002, and $2,231,076 at December 31, 2001 and $2,730,784 at June 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.

<TABLE>


<CAPTION>

                                                PartsBase, Inc.
                                         Revenue Detail By Quarter (000's)

                               06/30/01      09/30/01      12/31/01      03/31/02      06/30/02
                               --------      --------      --------      --------      --------
<S>                            <C>           <C>           <C>           <C>           <C>
New Subscriptions              $   729       $   492       $   381       $   451       $   298
Renewal Subscriptions              387           591           833           772           682
Advertising                         89            27            26            31            46
Other                                2            15             2             5             9
                                -------       -------       -------       -------       -------
Total Gross Revenue            $ 1,207       $ 1,125       $ 1,242       $ 1,259       $ 1,035
                                =======       =======       =======       =======       =======
Sequential Gross Rev. Growth      -27%           -7%           10%            1%          -18%
                                =======       =======       =======       =======       =======
Total Net Revenue              $ 1,354       $ 1,344       $ 1,224       $ 1,158       $ 1,088
                                =======       =======       =======       =======       =======
Sequential Net Rev. Growth        -15%           -1%           -9%           -5%           -6%
                                =======       =======       =======       =======       =======
Salesperson Compensation       $   484       $   398       $   422       $   441       $   394
                                =======       =======       =======       =======       =======
Sales Comp/Gross Revenue           40%           35%           34%           35%           38%
                                =======       =======       =======       =======       =======
Deferred Revenue Balance       $ 2,731       $ 2,413       $ 2,231       $ 2,308       $ 2,207
                                =======       =======       =======       =======       =======
</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  $680,148  and  $1,457,724  for the second  quarter and first six months of
2002,  respectively,  compared to $1,014,288 and $2,473,007 for the same periods
in  2002.  As a  percent  of net  revenues,  costs  of  revenues,  exclusive  of
depreciation and amortization  were 62% and 65% for the second quarter and first
six months of 2002,  respectively,  compared to 75% and 84% for the same periods
in 2001. Salesperson  compensation in the second quarter and first six months of


                                       13
<PAGE>

2002 as a  percentage  of  gross  revenue  was 38% and 36%,  respectively.  This
compares  to 40% and 42%,  respectively,  in the  second  quarter  and first six
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 June 30,  2002,  PartsBase  employed  33 persons  in sales and  customer
service,  compared to 113 persons at June 30,  2001.  Additionally,  included in
cost of revenues in the second quarter and first six months of 2002 was $189,050
and  $369,050,  respectively,  for  contract  payments  to  a  third  party  for
government  procurement  data as opposed to $260,000  and  $560,000 for the same
periods of 2001.

General and Administrative Expenses

     For the  second  quarter  and six  months  ended  June 30,  2002 and  2001,
respectively, aviation e-commerce general and administrative expenses, excluding
stock-based  compensation  expense  of $0 and  $1,090 in 2002 and  $134,993  and
$178,004 in 2001,  respectively,  depreciation  and  amortization of $60,998 and
$123,003 in 2001 and $158,886 and $305,422 in 2001, respectively and unallocated
corporate general and  administrative  expenses of $242,804 and $418,274 in 2002
and $0 during both periods in 2001, respectively,  were $475,525 and $959,250 in
2002 as compared to $1,891,424 and $4,009,145 in 2001, respectively;  a decrease
of 75% and  $1,415,899  from the second  quarter of 2001 and 76% and  $3,049,895
from the first six months of 2001.

     General  and  administrative  expenses  were 44% of net  revenues,  for the
second  quarter of 2002,  and 140% of net  revenues,  for the second  quarter of
2001,  respectively.  General and administrative expenses consisted primarily of
personnel costs of $361,443 and $1,144,513, rent expense of $5,795 and $166,753,
advertising  costs of $4,688  and  $27,449,  bad debt  expense  of  $21,249  and
$339,091,   and  other  costs  totaling  $82,350  and  $213,618   consisting  of
professional fees, utilities,  supplies and other related  administrative costs,
for the second quarter of 2002 and 2001, respectively.

     General and administrative expenses were 43% of net revenues, for the first
six months of 2002, and 136% of net revenues,  for the first six months of 2001,
respectively.   General  and  administrative  expenses  consisted  primarily  of
personnel costs of $750,211 and $2,573,618, rent expense of $40,427 and $379,358
advertising  costs of $9,054  and  $38,602,  bad debt  expense  of  $37,137  and
$551,244  and  other  costs  totaling   $122,421  and  $466,323   consisting  of
professional fees, utilities,  supplies and other related  administrative costs,
for the first six 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 six months  ended June 30,  2002  unallocated  corporate
general and administrative  expenses,  excluding stock-based  compensation of $0
and $1,090,  respectively,  were  $242,804 and $418,274.  Corporate  general and
administrative expenses for the quarter ended and six months ended June 30, 2002
consisted  primarily  of  executive   compensation  of  $124,275  and  $249,528,
professional  and  directors'  fees of $107,161 and $81,087 and  directors'  and
officers' liability insurance premiums of $41,039 and $24,722.

     At  June  30,  2002  and  June  30,   2001,   we  employed  17  persons  in
administrative,   information  technology  and  executive  management  positions
(inclusive of corporate positions).

Depreciation and Amortization

     Depreciation and amortization expenses for the quarter and six months ended
June 30,  2002  totaled  $169,827  and  $342,683,  respectively,  as compared to


                                       14
<PAGE>

$220,639 and $397,216  for the similar  2001  periods.  The decrease in the 2002
periods primarily  results from  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 second 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 $134,993 was recognized in
the second quarter 2002 and 2001,  respectively,  and $1,090 and $178,004 during
the first six  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
quarters ended and six months June 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.

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 $270,000 during the three
months ended June 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 $105,490  and $242,906 for the second  quarter and six months ended June 30,
2002, respectively, compared to $299,014 and $797,100 for the second quarter and
six months ended June 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  $794,577  and
$1,392,039  for the second  quarter  and first six months of 2002,  compared  to
$2,065,997 and $3,764,706 for same periods in 2001.


                                       15
<PAGE>

         The Nurse Staffing Business

Results of Operations

Comparison of Three and Six Months Ended June 30, 2002


Net Revenues

     We commenced our nurse staffing  operations on October 1, 2001.  During the
quarter and six months ended June 30, 2002, we earned  $1,086,865 and $1,903,112
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 Martin County Florida. Approximately 46%
and 48% of these  revenues  for the  respective  periods  were derived from four
clients. As of June 30, 2002 we provided supplemental nurse staffing services to
27 clients; none of the remaining 23 clients individually comprised in excess of
9% of the total revenues for the six months ended June 30, 2002.

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 six months
ended  June  30,  2002  our  total  cost  of  revenues  totaled  $1,019,757  and
$1,827,103,  respectively,  or 94% and  96% of net  revenues.  Registered  nurse
compensation  as a  percentage  of cost of revenues  totaled 96% and 95% for the
three  months  and six months  ended June 30,  2002.  As of June 30,  2002,  165
registered  nurses,  affiliated  with us,  had worked at least one shift for the
week then ended.

General and Administrative Expenses

     For  the  quarter  and  six  months  ended  June  30,  2002,   general  and
administrative expenses totaled $563,912 and $948,017 respectively.  General and
administrative expenses for the quarter ended and six months ended June 30, 2002
consisted  primarily of personnel costs of $379,791 and $633,576 rent of $27,820
and  $56,639  and other costs  totaling  $156,301  and  $257,802  consisting  of
marketing  expenses,  depreciation,  phone  and  utilities,  supplies  and other
related  administrative  costs,  respectively.  At June 30, 2002, we employed 51
persons in  administrative,  and  executive  management  positions  in our nurse
staffing operations. In April 2002, we opened offices in Hillsborough County and
Martin  County,  Florida  accounting  for the  increases in expenses  during the
quarter ended June 30, 2002.

Operating Loss

     As a result of the  foregoing,  the  operating  loss  incurred  during  the
quarter and six months ended June 30, 2002 totaled $496,804 and $872,008.


Liquidity and Capital Resources

Financial Condition

     As of  June  30,  2002,  the  Company  had  $23,135,315  of cash  and  cash
equivalents and restricted cash totaling $660,000. At June 30, 2002, the Company
had $21,358,129 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 $1,854,130 for the six months
ended  June 30,  2002  compared  to net cash  used in  operating  activities  of
$2,775,064  for the  comparable  period of the prior year.  The  current  period


                                       16
<PAGE>

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  $1,500,659  offset by an
increase in  accounts  receivable  of  $1,065,544,  primarily  the result of the
operations of  RNpartners.  These items are offset by an increase of $422,624 in
accounts  payable due to an increase in the operations of RNpartners  during the
first half of 2002.

     Net cash provided by investing  activities  totaled  $1,139,030 for the six
months ended June 30, 2002 compared to net cash provided by investing activities
of $1,859,767  for the  comparable  period of the prior year. The current period
decrease of $720,737 in cash provided from  investing  activities as compared to
last year is primarily the result of a decrease in maturities of marketable debt
securities  totaling  $2,715,074 as opposed to the purchase of a certificate  of
deposit-restricted  cash of  $1,677,864  during the first six months of 2001 and
the redemption of  certificates  of  deposit-restricted  cash totaling  $410,000
during the first six months of 2002.

     Net cash used in  financing  activities  totaled  $1,178 for the six months
ended June 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 six months  ended June 30,  2001,  the  Company  repurchased  538,120
shares of its common stock at a cost of $795,544 whereas the Company repurchased
25,700  shares of its common stock for $22,838  during the six months ended June
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  June  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.


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


                                       17
<PAGE>

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   currently   before   the   Honorable   Ursula
Ungaro-Benages.  The  consolidated  lawsuit  names 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 alleges
violations  of Sections 11,  12(a)(2) and 15 of the  Securities  Act of 1933 and
alleges 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 alleges damages of nearly $42 million. The Court
has recently  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 maintains a director and officer's  liability insurance policy
that provides $3 million of coverage, with retention of $200,000. As of June 30,
2002, the Company has 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 provides 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.

     The final  settlement of the class action is subject to the preparation and
execution of definitive settlement documents and court approval.  The settlement
also applies to the directors, management personnel, underwriters and securities
firms named as defendants in the litigation.

     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 matter is scheduled  for court  ordered  arbitration
amongst the three parties in September 2002. 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 the
resolution  of this  matter will not have a material  impact upon the  Company's
consolidated financial statements, results of operations or 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,


                                       18
<PAGE>

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 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 at a price of
$1.02 per share.  The proposal is subject to, among other  things,  a definitive
merger  agreement,  approval of both the Board of Directors and  shareholders of
PartsBase, Inc., receipt of any regulatory approval which may be necessary and a
fairness opinion from the Company's investment banker. The Board of Directors of
the Company has formed a Special Committee ("Special Committee") to consider the
proposed  transaction.  The Special  Committee has retained  legal and financial
advisors to assist them in evaluating the proposed 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
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  retention  of
$150,000.  The Company fully expects its legal  expenses to exceed the retention
amount.  Therefore  at June 30,  2002,  the  Company has  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 three and six months ended June 30, 2002.

     The Company does not intend to file further  Current Reports on Form 8-K or
other  disclosures  describing  additional  lawsuits,  if any,  purporting class
action status, in either federal or state court,  which are based on allegations
substantially  similar to those contained in the consolidated  lawsuit described
above.

     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 six months ended June 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.


                                       19
<PAGE>


Item 5.  Other Information

     On February 15, 2002, the Company  received notice from the NASDAQ National
Market warning that the Company s stock may be delisted because its common stock
has failed to  maintain a minimum  bid price of $1 over the last 30  consecutive
trading  days and failed to maintain a minimum  market  value of public float of
$5,000,000.  In accordance with  MarketPlace  Rules,  the Company is provided 90
calendar  days,  or until May 15, 2002 to regain  compliance.  In May 2002,  the
Company regained compliance.

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
(c)      Exhibit 99.3 Certification by Chief Financial Officer



                                       20
<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:  August 14, 2002                 /s/ Robert A. Hammond
                                       ---------------------
                                        ROBERT A. HAMMOND, JR.
                                        President, Chief Executive Officer,
                                         And Chairman
                                        (Principal Executive Officer)



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




                                       21
<PAGE>




                                 PARTSBASE, INC.

                                Index to Exhibits


Title                                                               Exhibit No.
---------------------------------------                             ------------
Safe Harbor Compliance Statement                                       99.1
Certification by Chief Executive Officer                               99.2
Certification by Chief Financial Officer                               99.3



                                       22
<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 $2,264,047,
$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 six
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
site. As a result,  our systems and  operations are  particularly  vulnerable to
damage or interruption from human error, sabotage, fire, flood, hurricane, power


                                       4
<PAGE>

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
competitive. We compete in regional and local markets with full-service staffing


                                       5
<PAGE>

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
participating in Medicare,  Medicaid and other healthcare  programs if they fail


                                       6
<PAGE>

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


                                       7
<PAGE>

acquisitions.  The  issuance  of  equity  securities  could be  dilutive  to our
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.

                                       8
<PAGE>


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


     In connection with Quarterly  Report of PartsBase,  Inc. (the "Company") on
Form 10-Q for the period ending June 30, 2002 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Robert A. Hammond,
Jr.,  Chief  Executive  Officer of the Company,  certify,  pursuant to 18 U.S.C.
Section 1350, as Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

     (1)   The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities ExchangeAct 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
                                            August 14, 2002

                                       1
<PAGE>


Exhibit 99.3

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


     In connection with Quarterly  Report of PartsBase,  Inc. (the "Company") on
Form 10-Q for the period ending June 30, 2002 as filed with the  Securities  and
Exchange  Commission on the date hereof (the "Report"),  I, Mark Weicher,  Chief
Financial Officer of the Company,  certify,  pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)   The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities 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/Mark Weicher
                                            ---------------
                                            Mark Weicher
                                            Chief Financial Officer
                                            August 14, 2002


                                       1
<PAGE>