FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       Commission File Number:  000-30891


                      For the Year ended December 31, 2001

                               NETPARTS.COM, INC.

Nevada                                                                91-1980526
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)


3131  Southwest  Freeway  #36,  Houston  TX                                77098
(Address of principal executive offices)                              (Zip Code)


Registrant's  telephone  number,  including  area  code:         (713)  522-7550


Securities registered pursuant to Section 12(g) of the Act: Common Voting Equity
Stock

Yes  [X]   No  [ ]  (Indicate by check mark whether the Registrant (1) has filed
all  reports  required  to  be  filed  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.)

[]  (Indicate by check mark whether if disclosure of delinquent filers (229.405)
is  not  and will not to the best of Registrant's knowledge be contained herein,
in  definitive  proxy or information statements incorporated herein by reference
or  any  amendment  hereto.)

As  of 12/31/01, the number of shares of common stock outstanding was 7,135,000.

As  of  12/31/01,  the number of shares held by non-affiliates was approximately
2,235,000  shares.


                        Exhibit Index is found on page 10

                                        1
<PAGE>

Introduction                                                                   3

PART  I                                                                        3

Item  1.  Description  of  Business                                            3
      (a)  Form  and  Year  of  Organization                                   3
      (b)  Our  Business  Plan                                                 3
      (c)  Reporting  Under  The  1934  Act                                    3

Item  2.  Description  of  Property                                            4

Item  3.  Legal  Proceedings                                                   4

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

PART  II                                                                       4

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters               4
      (a)  Market  Information                                                 4
      (b)  Holders                                                             4
      (c)  Dividends                                                           4
      (d)  Sales  of  Unregistered  Common  Stock  2001                        4

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation        4
      (a)  Plan  of  Operation                                                 4
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                          4
      (c)  Reverse  Acquisition  Candidate                                     7

Item  7.  Financial  Statements                                                7

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                           8

PART  III                                                                      8

Item  9.  Directors and Executive Officers, Promoters  and  Control Persons    8

Item  10.  Executive  Compensation                                             9

Item  11.  Security Ownership of Certain Beneficial Owners and Management      9

Item  12.  Certain  Relationships  and  Related  Transactions                 10

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   10
      (a)  Financial  Statements                                              10
      (b)  Form  8-K  Reports                                                 10
      (c)  Exhibits                                                           10

                                        2
<PAGE>

                                  INTRODUCTION


     Our  Form  10SB  was  filed  voluntarily  about  June 26, 2000, pursuant to
Section  12(g)  of  the Securities Exchange Act of 1934, and became effective by
operation  of  law  sixty days later, on or about August 28, 2000. Our Form 10SB
has  now cleared Comments by the Staff of the SEC. Our first Quarterly reporting
began  in  our  third quarter, which ended September 30, 2000. We registered our
common  stock under the 1934 Act in order to comply with the requirements of the
National  Association  of Securities Dealers for submission for quotation on the
Over  the  Counter  Bulletin  Board,  often called "OTCBB". Our common stock was
approved  for  quotation on the OTCBB on February 20, 2002 but has not traded in
brokerage  transactions,  as of the preparation of this Report. The requirements
of  the OTCBB are that the financial statements and information about the Issuer
be  reported  periodically  to the Commission and be and become information that
the  public  can  access  easily.  We  wish  to  report  and  provide disclosure
voluntarily,  and will file periodic reports in the event that our obligation to
file  such  reports  is  suspended  under  the  Exchange  Act.  We anticipate no
contingency  upon  which we would voluntarily cease filing reports with the SEC,
even  though  we  may  cease  to  be  required to do so. It is in our compelling
interest  to  report  our affairs quarterly, annually and currently, as the case
may  be,  generally  to  provide  accessible  public  information  to interested
parties,  and  also  specifically  to  maintain our qualification for the OTCBB.

                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.


 (A)  FORM  AND  YEAR  OF ORGANIZATION. Our Corporation, NetParts.com, Inc., was
duly  incorporated in Nevada on April 21, 1999, with the intention of creating a
series of 16 specialized auto salvage yards. We have issued a total of 7,135,000
shares  of  common  stock  to  seven founders and twelve investors. The founders
share were issued on or about April 22, 1999. Please refer to Item 5 of Part II,
Sales  of  Unregistered  Common  Stock,  for  more  information.

 (B)  OUR  BUSINESS  PLAN.  We  were  incorporated for the purpose of creating a
series  of 16 specialized auto salvage yards, each one handling only one make of
vehicle.  Salvageable  components of incoming wrecked or abandoned vehicles will
be  inventoried  on computer and listed on the Internet. The entire auto will be
dismantled,  with  all parts being bar coded for sales and inventory control and
then  stored in the appropriate section of the specialized facility. If purchase
is  effected  via  the Internet, shipment will be overnight at the option of the
purchaser and a mechanic will be available for telephone or on-line installation
consultation.  If  purchase  is effected on site, a mechanic will be on duty and
available  to  install  or  assist  in  the installation of components for those
customers  desiring  assistance.

     Our  business  plan  is  unchanged  from  our last Annual Report and is not
repeated verbatim. We have not launched our operations. Please see Part II, Item
6,  Management's  Discussion  and  Analysis.

 (C)  REPORTING UNDER THE 1934 ACT. Following the effectiveness of this 1934 Act
Registration  of the common stock of this Registrant, certain periodic reporting
requirements  will  be  applicable.  First  and  foremost,  a 1934 Registrant is
required  to file an Annual Report on Form 10-K or 10-KSB, 90 days following the
end  of  its  fiscal  year.  The  key  element  of such annual filing is Audited
Financial  Statements  prepared  in accordance with standards established by the
Commission.  A  1934  Act  Registrant  also  reports  on  the share ownership of
affiliates  and 5% owners, initially, currently and annually. In addition to the
annual  reporting,  a  Registrant  is required to file quarterly reports on Form
10-Q  or  10-QSB,  containing  audited  or  un-audited financial statements, and
reporting  other  material  events.  Some  events  are deemed material enough to
require  the  filing of a Current Report on Form 8-K. Any events may be reported
currently,  but  some  events,  like  changes  or  disagreements  with

                                        3
<PAGE>

auditors,  resignation  of  directors,  major  acquisitions  and  other  changes
require  aggressive  current  reporting.   All  reports  are  filed  and  become
public information.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  own  no significant property of our own at this time. Non-exclusive use
of  offices  and  telephone  is  provided to us by our principal consultant, for
which  we  are billed. The costs of doing business are believed to be adequately
reflected  in  our  financial  statements.


                           ITEM 3.  LEGAL PROCEEDINGS.

     There  are  no  legal  proceedings  pending  against the Company, as of the
preparation  of  this  Report.


          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (A)  MARKET  INFORMATION.  The  Common Stock of this Issuer has not been quoted
Over  the  Counter  on  the  Bulletin  Board ("OTCBB") or the NQB Pink Sheets or
otherwise,  during  the  period of this report. Our common stock was cleared for
quotation  on  the  OTCBB on February 20, 2002 and has never traded in brokerage
transactions  as  of  the  preparation  of  this  Report.

 (B)  HOLDERS.  There  are presently 39 shareholders of the common stock of this
Registrant.

 (C)  DIVIDENDS.  No dividends have been paid by us on the Common Stock or other
Stock  and no such payment is anticipated in the foreseeable future. We have not
paid  any  cash dividends on our Common Stock, and do not anticipate paying cash
dividends  on  our  Common Stock in the next year. We anticipate that any income
generated  in  the  foreseeable  future will be retained for the development and
expansion  of  our business. Future dividend policy is subject to the discretion
of  the  Board  of Directors and will depend upon a number of factors, including
future  earnings,  debt  service, capital requirements, business conditions, the
financial condition of the Company and other factors that the Board of Directors
may  deem  relevant.

 (D)  SALES  OF  UNREGISTERED  COMMON  STOCK  2001.  None.


       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


 (A)  PLAN OF OPERATION. Our plan of operation is unchanged from our last Annual
Report.  We  were  incorporated  for  the  purpose  of  creating  a series of 16
specialized  auto  salvage yards, each one handling only one make of vehicle. We
have  not  launched operations or achieved our funding goals during 2001, due to
the  impact  of market and economic decline of the past six months. Our start up
venture  must  be postponed until a more favorable economy and market conditions
recover.  We  have  suspended developmental efforts for the second half of 2001.

                                        4
<PAGE>

 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

      (1)  FINANCIAL  CONDITION.  We  have  not  launched  operations.  We are a
development  stage  company.  We have had no revenues to date. Our activities to
date  have  involved  our  corporate  organization,  business  plan development,
initial  funding,  auditing  and  preparation  of  this 1934 Registration of our
common  stock for tradeability on the OTCBB, and submission for quotation on the
OTCBB.

Balance Sheet:                  December 31    December 31   December 31
Selected Information. . . . .          2001           2000          1999
-------------------------------------------------------------------------
Cash. . . . . . . . . . . . .                $      1,191   $      8,200
-----------------------------  -------------  ------------- -------------
Current Assets. . . . . . . .             0          1,191         8,200
Total Assets. . . . . . . . .             0          1,191         8,200
                               -------------  -------------  ------------
Accounts Payable. . . . . . .           400              0             0
                               =============  =============  ============
Accounts Payable (Note 4) . .        42,019         20,233             0
Total Liabilities . . . . . .        42,419         20,233             0
Common Stock. . . . . . . . .         7,135          7,135         7,135
                               -------------  -------------  ------------
Paid-in Capital . . . . . . .        98,000         98,000        98,000
Accumulated Deficit . . . . .      (147,554)      (124,177)      (96,935)
Total Equity. . . . . . . . .       (42,419)       (19,042)        8,200
Total Liabilities and Equity.             0          1,191         8,200
                               -------------  -------------  ------------



     (Note  4)  During  2000,  an additional $27,242 of expenses was incurred by
Intrepid.  A  payable of $20,233 is due as of December 31, 2000. and during 2001
an  additional  $21,786 of expenses were incurred by Intrepid. The related-party
payable  due  to  them  totaled  $42,019  at  December  31,  2001.

     Our  financial  statements contain the following additional material notes:

     (Note  2-Going  Concern)  The  accompanying  financial statements have been
prepared assuming that the Company will continue as a going concern. The Company
is  dependent  upon  raising  capital  to  continue  operations.  The  financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.  It  is management's plan to raise capital in order to define
their  business  operations,  thus  creating  necessary  operating  revenues.

     (Note  3-Development  Stage  Company)  The  Company  is a development stage
company  as  defined  in Financial Accounting Standards Board Statement 7. It is
concentrating substantially all of its efforts in raising capital and developing
its  business  operations  in  order  to  generate  operating  revenues.

                                        5
<PAGE>

      (2)  RESULTS  OF  OPERATIONS. We have not launched operations and have not
expected  to  do  so before our common stock is quoted on the NQB Pink Sheets or
the  OTCBB.  Clearance  for OTCBB quotation came on February 20, 2002, after the
period  of this Report. We have enjoyed our first (non-recurring) revenues in an
insubstantial amount. There is only minimal and barely substantial change in our
financial  condition  or  operation  in  year  2001.  Our legal and professional
expenses were greater in 2000, due to organization, and submission for quotation
on  the  OTCBB.


<TABLE>
<CAPTION>
                                                                           Inception
                                                               April 21,    April 21,
                              For the Year   For the Year       1999          1999
                                 ended           ended           to            to
                              December 31     December 31    December 31   December 31
                                 2001            2000           1999          2001
---------------------------------------------------------------------------------------
<S>                          <C>            <C>             <C>            <C>
 Operations
 Selected Information
Revenues: . . . . . . . . .             0   $       1,000   $          0   $    1,000
                             -------------  --------------  -------------  -----------
 Total Revenues . . . . . .             0           1,000              0        1,000
General and Administrative.       (23,377)        (28,242)       (96,935)    (148,554)
---------------------------  -------------  --------------  -------------  -----------
 Total Expenses . . . . . .       (23,377)        (28,242)       (96,935)    (148,554)
Net (Loss). . . . . . . . .       (23,377)        (27,242)       (96,935)    (147,554)
---------------------------  -------------  --------------  -------------  -----------
Net Loss per share. . . . .          (.00)           (.00)          (.01)        (.02)
======================================================================================
Weighted average shares . .                     7,135,000      6,796,200    6,965,600
Outstanding
======================================================================================
</TABLE>


      (3)   FUTURE  PROSPECTS.  We had expected to launch our operations in year
2001,  based  on  our expectation that we would be able to obtain acceptance for
quotation.  We  have  yet to establish our specialized auto salvage yards. If we
are  able to achieve our funding goals, we believe our prospects for success are
good.  There is, however, no present guaranty that we can attract the funding we
need.  There  is  no  guaranty  that,  even if we achieve our funding goals, our
program  will  enjoy  public  and  business  acceptance,  and  prove profitable.

     There  can  be  no  assurance that we will be successful in raising capital
through  private  placements  or otherwise. Even if we are successful in raising
capital  through the sources specified, there can be no assurances that any such
financing would be available in a timely manner or on terms acceptable to us and
our  current  shareholders. Additional equity financing could be dilutive to our
then  existing  shareholders,  and  any debt financing could involve restrictive
covenants  with respect to future capital raising activities and other financial
and  operational  matters.

 (C)  REVERSE  ACQUISITION CANDIDATE. We are committed to the realization of our
business  plan.  We  are  not a candidate for a reverse acquisition transaction.

                                        6
<PAGE>

                         ITEM 7.  FINANCIAL STATEMENTS.

     The  Audit  Committee  of this Corporation for this fiscal year consists of
our  Board of Directors. Management is responsible for our internal controls and
the  financial  reporting  process. Our independent auditors are responsible for
performing  an  independent audit of our financial statements in accordance with
generally accepted accounting standards and to issue a report thereon. It is the
responsibility of our Board of Directors to monitor and oversee these processes.
In  this  context the Committee has met and held discussions with management and
the  independent  accountants.  Management recommended to the Committee that our
financial  statements  were  prepared  in  accordance  with  generally  accepted
accounting  principles,  and  the  Committee  has  reviewed  and  discussed  the
financial  statements  with Management and such independent accountants, matters
required  to  be  discussed  by  Statement  on  Auditing  Standards  No.  61
(Communication with Audit Committees). Our independent accountants also provided
to the Committee the written disclosures required by Independence Board Standard
No.  1  (Independence  Discussions  with  Audit  Committees),  and the Committee
discussed  with  the  independent  accountants  that  firm's  independence.

     Based  upon  the Committee's discussions, and review, of the foregoing, the
Committee recommended that our audited financial statements in our Annual Report
on  Form  10-KSB for the year ended December 31, 2001 be included and filed with
the Securities and Exchange Commission. Please see Exhibit 99.1 for the December
31,  2001  Audit  Committee  Report.

     AUDITED  FINANCIAL  STATEMENTS for the years ended December 31, 2001, 2000,
and  from  inception,  April  14,  1999, are included and provided as Attachment
FA-01.  These  financial  statements  attached  hereto  and  filed  herewith are
incorporated  herein  by  this  reference  as though fully set forth herein. Our
Balance  Sheet  and  Statement of Operations have been selectively reproduced in
the  preceding  Item  6.


             ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.

                                    PART III


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

     The  following persons are the Directors of Registrant, having taken office
from  the  inception  of  the  issuer,  to serve until their successors might be
elected  or appointed. The time of the next meeting of shareholders has not been
determined.

     Donald  Jackson  Wells,  age  59,  is  the  President  and  Director  of
NetParts.com,  Inc.  He has also served as the President of ACX Industries, Inc.
since  1988,  and  is  the  President  for Colonial Industries, Inc. He has over
twenty five years experience in all phases of the automobile industry, including
nine  years  as  the  owner-operator  of  one  of  Houston's  largest  recycling
operations, and six years as an independent automobile broker. He has served, on
many  occasions, as an automotive consultant to banks and financial institutions
and  as an expert automobile industry witness in court cases. In addition to his
affiliation  with this corporation, he is the owner of Wells Investments, which,
through  its  subsidiaries,  is  a  State  of Texas licensed dealer of motorized
vehicles. He attended South Texas University and the University of Houston, is a

                                        7
<PAGE>

member  of  the  National  Automobile  Dealers  association  (NADA), the Houston
Automobile  Dealers Association, and the Harris County Used Auto and Truck Parts
Association.

     Joseph A. Kane, age 61, is the Secretary and Director of NetParts.com, Inc.
He  has  held  the position of Secretary and Treasurer with ACX Industries, Inc.
since  1990,  is also secretary and treasurer of Colonial Industries, Inc. He is
an  attorney admitted to practice in both State and Federal Courts, and a member
of the bar of the Supreme Court of the United States. He is currently serving as
chief  auditor  for a division of a large hotel chain. From 1988 to 1990, he was
employed  as  Director  of  Operations for a Texas based Life Insurance Company.
Previously  he  was  engaged  in  private  practice  of  law  and small business
consulting  for  14  years.  He  earned  his  Bachelor  of Science, Business and
Economics,  from  the  Illinois  Institute  of  Technology, a Master of Business
Administration  from Michigan State University, and his Juris Doctor from Loyola
University  School  of  Law.


                        ITEM 10.  EXECUTIVE COMPENSATION.

     Management has devoted only an insubstantial amount of time to date, on the
affairs  of  this corporation. No compensation has been accrued or paid to date,
nor  has  any  plan  of  compensation been adopted as of this time. The costs of
doing  business  are  believed  to  be  adequately  reflected  in  our financial
statements,  and  are reflected in the billings to us, by our consultant. Please
refer to Item 12 of this Part III, for more information and disclosure about our
principal  consultant.

     SUMMARY  COMPENSATION, TABLE A. the disclosure of Executive compensation is
now  provided  in  the  tabular  form  required  by  the Securities and Exchange
Commission,  pursuant  to  Regulation  '  228.402.


<TABLE>
<CAPTION>
<S>                  <C>          <C>        <C>         <C>         <C>       <C>      <C>      <C>
                                                                        Long Term Compensation
                                                                   |-----------------------------|
                                       Annual Compensation         |        Awards      | Payouts|
                              |------------------------------------------------------------------|
a . . . . . . . . .  b        |       c            d          e    |     f        g     |   h    |   i    |
----------------------------------------------------------------------------------------------------------|
Name. . . . . . . .                                                          Securities
And . . . . . . . .                                          Other    Restric-   Under-          All Other|
Principal . . . .                                         .  Annual     Ted     Lying             Compen- |
Position. . . . . .                                          Compen-   Stock   Options    LTIP     Sation |
                                    Salary       Bonus     Sation ($)  Awards  SARs (#)  Payouts     ($)  |
                         Year         ($)         ($)                   ($)               ($)             |
----------------------------------------------------------------------------------------------------------|
Donald Jackson Wells,     2001         0           0            0        0          0       0         0
----------------------------------------------------------------------------------------------------------|
President . . . . . .     2000         0           0            0        0          0       0         0
----------------------------------------------------------------------------------------------------------|
                          1999         0           0            0        0          0       0         0
----------------------------------------------------------------------------------------------------------|
</TABLE>

                                        8
<PAGE>

    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

To  the  best  of  Registrant's  knowledge  and  belief the following disclosure
presents the total security ownership of all persons, entities and groups, known
to  or  discoverable by Registrant, to be the beneficial owner or owners of more
than  five  percent  of  any  voting class of Registrant's stock, along with the
total  beneficial security ownership of all Directors and Nominees, naming them,
and  by all Officers and Directors as a group, without naming them. Please refer
to  explanatory  notes  if any, for clarification or additional information. The
Registrant  has  only  one  class  of  stock;  namely  Common  Stock.

                                  COMMON STOCK


 Name and Address of Beneficial Owner            Share
                                               Ownership      %
-----------------------------------------------------------------
Donald Jackson Wells. . . . . . . . . . . . .    100,000     0.14
3131 S.W. Freeway #46
Houston TX 77098 President/Director
-----------------------------------------------------------------
Joseph Kane . . . . . . . . . . . . . . . . .    100,000     0.14
3131 S.W. Freeway #46
Houston TX 77098 Secretary/Director
-----------------------------------------------------------------
All Officers and Directors as a Group . . . .    200,000     0.28
-----------------------------------------------------------------
Titan Capital, S.A. (1) . . . . . . . . . . .  4,700,000    65.87
P.O. Box 4766-133
Curaco. Netherland, Antilles
-----------------------------------------------------------------
Carol Jean Gehlke, Trustee. . . . . . . . . .    500,000     7.01
Carol Jean Gehlke Living Trust, dtd 2/11/93
210 Lille Lane #317
Newport Beach CA 92663
-----------------------------------------------------------------
Reference Only: Total Issued and Outstanding.  7,135,000   100.00
-----------------------------------------------------------------


(1)     The  sole  Officer  and  beneficial  Owner of the principal shareholder,
Titan Capital, S.A. is Leopoldo Kennion Guerrero with dispositive control of the
4,700,000  shares. These shares are subject to restriction more restrictive than
Rule  144,  and  are  not  presently  subject to resale in any amount of shares,
without  registration.

(A) CHANGES IN CONTROL. There are no arrangements known to Registrant, including
any  pledge  by  any  persons,  of  securities  of  Registrant,  which  may at a
subsequent  date result in a change of control of our Corporation. Specifically,
we  are  not a candidate for any direct or reverse acquisition transactions, but
are  devoted  to  bringing  our  business  plan  to  actualization.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Our  principal  developmental consultant was Intrepid International, Ltd. a
provider  of  corporate  services  to  us and billing us regularly on a time-fee
basis.  The  4,700,000  share  issued  to  Intrepid  were  for  control  during
development  only. Those shares have since been transferred, for continuation of
the  same limited purpose, to Titan Capital, S.A. This control block is expected
to  be  cancelled in whole or in substantial part, and are not subject to resale
without  registration. The relationship with Intrepid ceased on August 31, 2001,
when Intrepid ceased to provide corporate services to clients. The principals of
Intrepid International Ltd. were Kirt James and J. Dan Sifford. Neither of those
persons  continue  as  affiliates  of  NetParts.com,  Inc.

                                        9
<PAGE>

   ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


 (A)  FINANCIAL  STATEMENTS.  Attachment FA-01: Audited Financial Statements for
the  years  ended  December  31,  2001,  2000  and  Inception.

 (B)  FORM  8-K  REPORTS.  None.

 (C)  EXHIBITS.  Please  see  our Previous Annual Report on Form 10-KSB, for the
year  ended  December  31,  2000, for Exhibits: (3.1) Articles of Incorporation;
(3.2)  By-Laws,  incorporated  herein  by  this  reference.



Exhibit  99.1  -  Audit  Committee Report for the year ending December 31, 2001.

                                   SIGNATURES

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  individual  capacities  and  on  the  date  indicated.

Dated:  March  19,  2002

                               NETPARTS.COM, INC.

                                       by

/s/Donald Jackson Wells      /s/Joseph Kane
   Donald  Jackson  Wells       Joseph Kane
   president/director           Secretary / Director

                                       10
<PAGE>

--------------------------------------------------------------------------------
                                ATTACHMENT FA-01


                          AUDITED FINANCIAL STATEMENTS
                                        OF
                                NETPARTS.COM, INC

                               FOR THE YEARS ENDED
                             DECEMBER 31, 2001, 2000
                               AND FROM INCEPTION.
--------------------------------------------------------------------------------

                                       11
<PAGE>

                               NETPARTS.COM, INC.

                          (A Development Stage Company)

                              Financial Statements

                           December 31, 2001 and 2000

                                       12
<PAGE>

                                    CONTENTS

Independent  Auditor's  Report                      14

Balance  Sheet                                      15

Statements  of  Operations                          16

Statements  of  Stockholders'  Equity               17

Statements  of  Cash  Flows                         18

Notes  to  the  Financial  Statements               19

                                       13
<PAGE>

                          Independent Auditors' Report


To  the  Board  of  Directors
and  Stockholders  of
NetParts.Com,  Inc.

We  have  audited  the  accompanying  balance  sheets  of  NetParts.Com, Inc. (a
development  stage  company)  (a Nevada corporation) as of December 31, 2001 and
2000  and  the  related  statements of operations, stockholders' equity and cash
flows for the years ended December 31, 2001 and 2000 and from inception on April
21,  1999  through  December  31,  2001.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  NetParts.Com, Inc. as of
December  31, 2001 and 2000 and the results of its operations and cash flows for
the  years ended December 31, 2001 and 2000 and from inception on April 21, 1999
through  December  31,  2001  in  conformity  with generally accepted accounting
principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements, the Company has little operating capital, no revenues and
is  dependent  on  financing  to  continue  operations.  These  factors  raise
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's  plans  in  regard  to these matters are also described in  Note 2.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.

/s/Chisholm  &  Associates
Chisholm  &  Associates
Salt  Lake  City,  Utah

                                       14
<PAGE>

                               NETPARTS.COM, INC.
                          (A Development Stage Company)
                                  Balance Sheet

                                                 December  31,
                                               2001         2000

                          ASSETS

Current  Assets
    Cash                                 $        -     $      1,191

      Total  Current  Assets                      -            1,191

      Total  Assets                      $        -     $      1,191


          LIABILITIES  &  STOCKHOLDERS'  EQUITY


Current  Liabilities
     Accounts  payable                   $   50,598               -
     Accounts payable-related
     party (Note 4)                          33,824     $    20,233

        Total  Liabilities                   84,422          20,233

Stockholders'  Equity

Common stock, par value $.001; 100,000,000
shares authorized, 7,135,000 and 7,135,000
shares issued and outstanding,
respectively                                  7,135          7,135
Additional  paid-in  capital                 98,000         98,000
Deficit accumulated during
the development stage                      (189,557)      (124,177)

Total  Stockholders'  Equity                (84,422)       (19,042)

       Total Liabilities
       and Stockholders' Equity         $         -   $      1,191
                                        ===========================

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

                                       15
<PAGE>

                               NETPARTS.COM, INC.
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                                           From
                                                                         Inception
                                               For  the                 (April  21,
                                             Year  ended                 1999)  to
                                             December  31,             December  31,
                                        2001              2000             2001
<S>                               <C>               <C>                 <C>
Revenue                           $          -      $        1,000      $      1,000
General and administrative expenses     65,380              28,242           190,557
Net  income  (loss)               $    (65,380)     $      (27,242)     $   (189,557)
                                  ==================================================
Net income (loss) per share       $       (.01)     $         (.00)     $       (.04)
                                  ===================================================
Weighted average
outstanding shares                   7,135,000           7,135,000         4,529,500
                                  ===================================================
</TABLE>

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

                                       16
<PAGE>

                               NETPARTS.COM, INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
                    For the Period April 21, 1999 (Inception)
                            through December 31, 2001

<TABLE>
<CAPTION>
                                                                                   Deficit         Accumulated
                                                                                  Additional      During  the
                                                      Common  Stock                 paid-in       Development
                                                  Shares           Amount           capital          Stage
<S>                                         <C>              <C>             <C>              <C>
Balance  at inception April 21, 1999                     -       $         -     $           -    $         -

Shares  issued  for  services  during  1999      5,135,000             5,135                 -              -

Shares  issued  for  cash  during  1999          2,000,000             2,000            98,000              -

Net Loss for the period ended December 31, 1999          -                 -                 -        (96,935)

Balance  December 31, 1999                       7,135,000             7,135            98,000        (96,935)

Net Loss for the period ended December 31, 2000          -                 -                 -        (27,242)

Balance  December 31, 2000                       7,135,000             7,135            98,000       (124,177)

Net Loss for the period ended December 31, 2001          -                 -                 -        (65,380)

Balance  December 31, 2001                       7,135,000       $     7,135     $      98,000    $  (189,557)
                                                ==============================================================
</TABLE>

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

                                       17
<PAGE>

                               NETPARTS.COM, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                              For the Period Ended

<TABLE>
<CAPTION>
                                                                        From
                                                                     Inception
                                              For  the              (April 21,
                                            Year  Ended              1999) to
                                            December  31,           December 31,
                                        2001            2000            2001
<S>                                    <C>                <C>                <C>
Cash  Flow  Used  By  Operations:
Net  Loss                              $     (65,380)     $     (27,242)     $     (189,557)
Adjustment to reconcile net loss to
net  cash  used  by  Operations:
          Increase  in  accounts  payable     50,598                  -              50,598
         Increase  in  accounts  payable-
             related  party                   13,591             20,233              33,824
          Stock  issued for services               -                  -               5,135

Net  Cash  Flows  Used  in
   Operating  Activities                      (1,191)            (7,009)           (100,000)

Cash Flow Used For Investing Activities            -                  -                   -

Cash  Flow  From  Financing  Activities
     Shares  issued  for  cash                     -                  -             100,000


Increase  (Decrease)  in  Cash                (1,191)            (7,009)                  -

Cash-Beginning  of  Period                     1,191              8,200                   -

Cash-End  of  Period                   $           -    $         1,191     $             -
                                       =====================================================

Supplemental  Cash  Flow  Information:
Cash  Paid  for:
     Interest                          $          -     $             -     $             -
     Taxes                             $          -     $             -     $             -
</TABLE>

Non-Cash  Financing  Activities


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

                                       18
<PAGE>

                               NETPARTS.COM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001

NOTE  1  -     SIGNIFICANT  ACCOUNTING  POLICIES

     a.  Organization

       NetParts.Com, Inc. ("the Company") was incorporated under the laws of the
State  of Nevada on April 21, 1999.  The Company is organized to create a series
of  16 specialized auto salvage yards whereby the salvageable components will be
inventoried  on  a  computer  and  listed  on  the  internet.

     b.  Accounting  Method

     The  Company  recognizes  income  and  expenses  on  the  accrual  basis of
accounting.

     c.  Earnings  (Loss)  Per  Share

     The  computation  of  earnings  per  share  of common stock is based on the
weighted  average  number  of  shares  outstanding  at the date of the financial
statements.

     d.  Cash  and  Cash  Equivalents

     The  Company  considers  all  highly  liquid investments with maturities of
three  months  or  less  to  be  cash  equivalents.

     e.  Provision  for  Income  Taxes

     No  provision  for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $189,500 that will be offset against future
taxable  income.  These  NOL carryforwards begin to expire in the year 2015.  No
tax  benefit  has  been reported in the financial statements because the Company
believes  there  is a 50% or greater change the carryforward will expire unused.

    Deferred  tax assets and the valuation account is as follows at December 31,
2001.

     Deferred  tax  asset:
        NOL  carrryforward                              $      64,400
     Valuation  allowance                                     (64,400)
     Total                                              $           -
                                                        ==============

                                       19
<PAGE>

                               NETPARTS.COM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001

NOTE  1  -  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     f.  Organization  Cost

     The  Company  incurred  $5,135 of organization costs in 1999.  These costs,
which  were  paid  by  shareholders of the Company, were exchanged for 5,135,000
shares of common stock.  These costs were expensed in 1999 and will be recovered
only  if  the  Company  is  able to generate positive cash flow from operations.

NOTE  2  -  GOING  CONCERN

     The  accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company is dependent upon raising
capital  to  continue  operations.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome  of this uncertainty. It is
management's plan to raise capital in order to define their business operations,
thus  creating  necessary  operating  revenue.

NOTE  3  -  DEVELOPMENT  STAGE  COMPANY

  The  Company is a development stage company as defined in Financial Accounting
Standards  Board  Statement No. 7.  It is concentrating substantially all of its
efforts  in  raising  capital and developing its business operations in order to
generate  significant  revenues.

NOTE  4-  RELATED  PARTY

  During  2000,  Intrepid  International,  Ltd.,  a  shareholder  of the Company
incurred  expenses  on  behalf  of  the  Company.  As  of  December  31, 2000, a
related-party  payable  totaling  $20,233  is  due  them.

  During  2001,  additional  expenses were incurred by Intrepid.  As of December
31,  2001,  a  related-party  payable  totaling  $33,824  is  due  them.

                                       20
<PAGE>

--------------------------------------------------------------------------------
                                 ATTACHMENT 99.1

                              AUDIT COMMITTE REPORT
--------------------------------------------------------------------------------

                                       21
<PAGE>

NetParts.com, Inc.
3131  Southwest  Freeway  #36,
Houston  TX,  77098

Form  Type:  10-KSB

                             AUDIT COMMITTEE REPORT


     The  Audit  Committee of NetParts.com, Inc. ("NetParts") is composed of the
Corporation's  Board  of  Directors.  The  members  of  the Committee are Donald
Jackson  Wells,   and  Joseph  A.  Kane.  The  Committee  recommended,  subject
to  stockholder  ratification,  the  selection of  the Corporation's independent
accountants.

     Management  is  responsible for the Corporation's internal controls and the
financial  reporting  process.  The  independent accountants are responsible for
performing  an  independent  audit  of  the Corporation's consolidated financial
statements  in  accordance with the generally accepted auditing standards and to
issue  a  report  thereon.  The  Committee's  responsibility  is  to monitor and
oversee  these  processes.

     In this context, the Committee has met and held discussions with management
and  the  independent accountants.  Management represented to the Committee that
the  Corporation's  financial  statements  were  prepared  in  accordance  with
generally  accepted  accounting  principles,  and the Committee has reviewed and
discussed  the  consolidated  financial  statements  with  management  and  the
independent  accountants.  The  Committee  discussed  with  the  independent
accountants  matters  required  to  be  discussed  by  the Statement on Auditing
Standards  No.  61.

     The  Corporation's  independent  accountants also provided to the Committee
the written disclosures required by Independence Standards Board Standard No. 1,
and  the  Committee  discussed  with  the  independent  accountant  that  firms
independence.

     Based  upon  Committee's  discussion  with  management  and the independent
accountants  and  the Committee's review of the representation of management and
the  report  of  the  independent  accountants  to  the Committee, the Committee
recommended  that  the  audited consolidated financial statements be included in
the  Corporation's  Annual Report on Form 10-KSB for the year ended December 31,
2002  filed  with  the  Securities  and  Exchange  Commission.

Dated:  March 19, 2002


/s/Donald Jackson Wells            /s/Joseph A. Kane
   Donald  Jackson  Wells             Joseph  A.  Kane
   president/director                 secretary/director

                                       22
<PAGE>