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, 2002

                               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.)

Issuer's  Revenues  most  recent  fiscal  year:  None

As of 12/31/02, the number of shares of common stock outstanding was 22,552,300.
As of 3/31/02, the number of shares of common stock outstanding was 37,552,300.
As  of  12/31/02,  the number of shares held by non-affiliates was approximately
2,536,300  shares.


                                        1
<PAGE>

INTRODUCTION                                                                   3

PART  I                                                                        3

ITEM  1.  Description  of  Business                                            3
      (a)  Form  and  Year  of  Organization                                   3
      (b)  Our  Business  Plan                                                 4

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                                                           5
      (d)  Sales  of  Unregistered  Common  Stock  2002                        5

ITEM  6.  Management's  Discussion  and  Analysis  or Plan of Operation        5
      (a)  Plan  of  Operation                                                 5
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                          5
      (c)  Reverse  Acquisition  Candidate                                     6

ITEM  7.  Financial  Statements                                                6

ITEM  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                           6

PART  III                                                                      7

ITEM  9.  Directors and Executive Officers, Promoters and Control Persons      7

ITEM  10.  Executive  Compensation                                             7

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

ITEM  13.  Attachments, Financial Statements, Exhibits, and Reports
           on Form 8-K                                                        11
      (b)  Exhibits                                                           11
      (c)  Form  8-K  Reports                                                 11

                                        2
<PAGE>

                                  INTRODUCTION

     This  Registrant  (Reporting  Company)  has  elected  to  refer  to itself,
whenever  possible,  by  normal  English pronouns, such as "We", "Us" and "Our".

     This  Form  10-KSB  may contain forward-looking statements. Such statements
include  statements  concerning  plans,  objectives,  goals,  strategies, future
events,  results  or  performances,  and  underlying  assumptions  that  are not
statements  of  historical  fact.  This  document  and any other written or oral
statements  made  by  us or on our behalf may include forward-looking statements
which  reflect  our  current views, with respect to future events or results and
future financial performance. Certain words indicate forward-looking statements,
words  like  "believe",  "expect",  "anticipate",  "intends",  "estimates",
"forecast",  "projects",  and  similar  expressions.

     Current  market  conditions  are  extremely  hostile  to  development stage
companies.  We  are  such  a  company.  Not  only  has investment capital become
unavailable, by short-sellers are enjoying a successful opportunity and to force
down  the market value of many Over-The-Counter stocks, upon any announcement of
progress  by a company. As a result, we expect to remain virtually disabled, for
the  intermediate  term,  from  developing  the  funding  to pursue actively our
business  plan.

                                     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.

--------------------------------------------------------------------------------
Historical  Issuance                                    Current  Shares  Amounts
--------------------------------------------------------------------------------

 On  April  22,  1999,  we  issued 5,135,000 shares of common            410,800
stock, pursuant to section 4(2), of the 1933 Securities Act,
to  seven  affiliate  founders  at  par  value  $0.001,  for
organizational  services  valued  at  $5,135.00.

 During  the period from April 22, 1999 to June 6, 1999, we              160,000
privately placed and sold 2,000,000 shares of common stock,
pursuant to section 4(2), at $0.05,  per  share  to  twelve
non-affiliate  Founders  with pre-existing relationships to
management,  known  to  management  to  be  sophisticated
investors, each afforded full  access  to information about
  us and our affairs, of the kind and  nature
which  registration  would  have  provided.

 On March 20, 2002 we authorized a 2 for 1 forward split of
our common shares. It  was  effective  April  4,  2002.)

 Between  June  20  and September 2, 2002, we issued a total              80,000
2,000,000 shares to attorneys and providers of professional
services valued at $100,000.00, or $0.05 per share, pursuant
to registration, under the Act.

 On  October  8, 2002  we authorized a Reverse Split of the                1,500
common shares, 25 shares to 1 share; provided that no shareholder
owning less than 100 shares be reversed, and no shareholder
be reversed below 100  shares,  and  fractional  shares  be
rounded  down  and  eliminated.

 On  October  24,  2002 we issued 20,000,000 post-split New           20,000,000
Investment Shares to Credito Del Golfo S.A., for services.

                                        3
<PAGE>

 On  October  17,  2002  we  issued  1,900,000 (post-split)            1,900,000
shares, pursuant to Registration, on Form S-8, pursuant to
Sections 5 and 6 or the Securities Act of 1933,  for
 services  valued  at  $95,000,  or  $0.05  per share.
--------------------------------------------------------------------------------
     Total Issued and Outstanding 12/31/02,                           22,552,300
--------------------------------------------------------------------------------

 As a subsequent event, in January of 2003, we sold  Eradio Diaz 15,000,000  new
investment  shares  of  common  stock  for  $1,500.00  each.

(B)  OUR  BUSINESS  PLAN.  Our deferred 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,  Managements  Discussion and Analysis.  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.


                        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 had never before traded in
brokerage  transactions.

                     period     high  bid     low  bid     volume
                     --------------------------------------------
                     1st  2002     None         None        None
                     2nd  2002     None         None        None
                     3rd  2002     2.30         1.75       8,000
                     4th  2002     5.05         2.20      22,000

 (B)  HOLDERS.  There are approximately 50 shareholders of the our common stock.

                                        4
<PAGE>

 (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 2002. On October 24, 2002 we issued
20,000,000  post-split New Investment Shares to Credito Del Golfo S.A., pursuant
to  section 4(2) for cash, $1,500.00. As a subsequent event, in January of 2003,
we  sold  Eradio  Diaz  15,000,000  new  investment  shares  of common stock for
$1,500.00,  cash

       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.

     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.

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

     (1)  FINANCIAL  CONDITION.  We  have  no  cash or productive assets. We are
substantially  dormant for the present intermediate term. We have an accumulated
deficit  of  $1,429,565  and  no  businesses  or  assets.

     (2) RESULTS OF OPERATIONS.  We are a development stage company. We have had
no  revenues for the past two fiscal years. Our activities to date have involved
our corporate organization, business plan development, initial funding, auditing
and preparation of our 1934 Registration of our common stock for tradability  on
the  OTCBB,  and  submission  for  quotation on the OTCBB, periodic auditing and
reports.  We  have  not launched operations and do not expected to do so for the
present  intermediate  term.  Our common stock is quoted on the Over-The-Counter
Bulletin  Board.  Clearance  for  OTCBB  quotation  came  on  February 20, 2002.

     (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.

                                        5
<PAGE>

     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.
Such  an event is foreseeable, however, should business and financial conditions
not  improve  for  an  extended  future  period.


                         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, 2002 be included and filed with
the  Securities  and  Exchange  Commission.

     AUDITED  FINANCIAL  STATEMENTS for the years ended December 31, 2002, 2001,
and  from  inception,  April  14,  1999, are included and provided as Attachment
AFK-02.  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.

                                        6
<PAGE>

                                    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
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.

                                        7
<PAGE>

<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,                                                                                   |
          President     2002           0           0           0         0        0        0          0   |
                        2001           0           0           0         0        0        0          0   |
                        2000           0           0           0         0        0        0          0   |
----------------------------------------------------------------------------------------------------------|
Joseph  A.  Kane                                                                                          |
          Secretary     2002           0           0           0         0        0        0          0   |
                        2001           0           0           0         0        0        0          0   |
                        2000           0           0           0         0        0        0          0   |
----------------------------------------------------------------------------------------------------------|
</TABLE>

    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.

                                        8
<PAGE>

                                  COMMON STOCK
                                                          Share
  Name  and  Address  of  Beneficial  Owner              Ownership        %
--------------------------------------------------------------------------------
Donald  Jackson  Wells
3131  S.W.  Freeway  #46
Houston  TX  77098  President/Director                     8,000          0.02
                                                      --------------------------
Joseph  Kane
3131  S.W.  Freeway  #46
Houston  TX  77098  Secretary/Director                     8,000          0.02
                                                      --------------------------
        All Officers and Directors as a Group             16,000          0.04
--------------------------------------------------------------------------------
Credito  del  Golfo
Avenida  Federico  Boyd
Edificio  Universal  Penthouse                        20,000,000          53.26
Eradio  Diaz
Avenida  Federico  Boyd
Panama  5  Panama                                     15,000,000          39.94
                                                      --------------------------
        All Other Affiliates                          35,000,000          93.20
                                                      --------------------------
        All Affiliates                                35,016,000          93.25
                                                      ==========================
Total  Issued  and  Outstanding                       37,552,300         100.00
       All Affiliates                                (35,016,000)        -93.25
                                                      --------------------------
  Indicated Total Non-Affiliate Ownership              2,536,300           6.75
                                                      ==========================

(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. CONTROLS AND PROCEDURES

     EVALUATION  OF DISCLOSURE CONTROLS AND PROCEDURES. Based upon an evaluation
under  supervision  and  with  the participation of our management, as of a date
within  90  days  of  the  filing date of this Annual Report on form 10-KSB, our
principal  executive officer and principal financial officer have concluded that
our  disclosure  controls  and  procedures  (as  defined  in Rules 13a-14(c) and
15d-14(c))  under  the  Securities Exchange Act of 1934, are effective to ensure
that  information  required  to  be disclosed (in reports that we file or submit
under  that Exchange Act) is recorded, processed, summarized and reported within
the  time  periods  specified  in  SEC  rules  and  forms.

     CHANGES  IN  INTERNAL  ACCOUNTING. There were no significant changes in our
internal  controls  or  other  factors  that  could  significantly  affect these
controls  subsequent  to the date of their evaluation. There were no significant
deficiencies  or  material  weaknesses,  and  therefore there were no corrective
actions  taken.  However,  the design of any system of controls is based in part
upon  the  assumptions  about  the  likelihood of future events, and there is no
certainty  that  any  design will succeed in achieving its stated goal under all
potential  future  considerations,  regardless  of  how  remote.

                                        9
<PAGE>

 ITEM 13. ATTACHMENTS, FINANCIAL STATEMENTS, EXHIBITS, AND REPORTS ON FORM 8-K.

 (A)  ATTACHMENTS.

 (A)  Certification  pursuant  to  18  USC  Section  1350.

(A  99.1)  Audit  Committee  Report

(AFK-02)  Audited  Financial  Statements  for the years ended December 31, 2002,
2000  and  from  Inception.

 (B)  EXHIBITS.  Please  see  our Previous Annual Report on Form 10-KSB, for the
year  ended  December  31,  2002, for Exhibits: (3.1) Articles of Incorporation;
(3.2)  By-Laws,  incorporated  herein  by  this  reference.

 (C)  FORM  8-K  REPORTS.  None.


                                   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  31,  2003     NETPARTS.COM,  INC.

                              by




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

                                       10
<PAGE>

--------------------------------------------------------------------------------

                                  ATTACHMENT A

                 CERTIFICATION PURSUANT TO 18 USC SECTION 1350.

--------------------------------------------------------------------------------

                                       11
<PAGE>

     CERITIFICATION  PURSUANT  TO  18  USC  SECTION  1350

In  connection  with this Annual Report on Form 10-KSB, We, Donald Jackson Wells
and  Joseph  A.  Kane, Officers and Directors of this Registrant Company, hereby
certify,  to  the  best  of  our  knowledge  and  belief:

(1)     This  report  fully  complies  with the requirements of section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

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


 Dated:  March  31,  2003



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

                                       12
<PAGE>


--------------------------------------------------------------------------------

                               ATTACHMENT AC-99.1

                             AUDIT COMMITTEE REPORT

--------------------------------------------------------------------------------

                                       13
<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,
2001  filed  with  the  Securities  and  Exchange  Commission.

Dated:  March  31,  2003




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

                                       14
<PAGE>

                               NETPARTS.COM, INC.

                          (A Development Stage Company)

                              Financial Statements

                           December 31, 2002 and 2001

                                       15
<PAGE>

                                    CONTENTS

Independent  Auditor's  Report                         17

Balance  Sheet                                         18

Statements  of  Operations                             19

Statements  of  Stockholders'  Equity                  20

Statements  of  Cash  Flows                            21

Notes  to  the  Financial  Statements                  22

                                       16
<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, 2002 and
2001  and  the  related  statements of operations, stockholders' equity and cash
flows for the years ended December 31, 2002 and 2001 and from inception on April
21,  1999  through  December  31,  2002.  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, 2002 and 2001 and the results of its operations and cash flows for
the  years ended December 31, 2002 and 2001 and from inception on April 21, 1999
through  December  31,  2002  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
March  6,  2003

                                       17
<PAGE>

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

                                                        December  31,
                                                   2002                2001
-------------------------------------------------------------------------------
                      ASSETS

Current  Assets
    Cash                                      $             0     $           0
                                              ----------------------------------
      Total  Current Assets                                 0                 0
                                              ----------------------------------
      Total  Assets                           $             0     $           0

            LIABILITIES  &  STOCKHOLDERS'  EQUITY

Current  Liabilities
     Accounts  payable                        $        95,531            50,598
     Accounts payable-related party (Note 4)           33,824     $      33,824
                                              ----------------------------------
    Total  Liabilities                                129,355            84,422
                                              ----------------------------------
   Stockholders'  Equity

    Common stock, par  value $.001; 100,000,000
    shares authorized, 570,800 and 22,552,300
    shares issued and outstanding, respectively        22,552               571
   Additional  paid-in  capital                     1,277,658           104,564
Deficit accumulated during the development stage   (1,429,565)         (189,557)
                                              ----------------------------------
  Total  Stockholders'  Equity                       (129,355)          (84,422)
                                              ----------------------------------
  Total Liabilities and Stockholders' Equity   $            0     $           0
                                               =================================

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

                                       18
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                       From
                                                                                     Inception
                                                For  the            For  the       (April  21,
                                              Year  ended         Year  ended       1999)  to
                                              December  31,      December  31,    December  31,
                                                  2002              2001               2002
------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>               <C>
Revenue                                      $           0     $           0     $      1,000
                                             -------------------------------------------------

General  and  administrative  expenses           1,240,008            65,380        1,430,565
                                             -------------------------------------------------

Net  income  (loss)                          $   1,240,008     $     (65,380)    $ (1,429,565)
                                             =================================================

Net  income  (loss)  per  share              $       (0.26)    $        (.11)    $       (.92)
                                             =================================================

Weighted  average  outstanding  shares           4,744,486           570,800        1,548,039
                                             =================================================
</TABLE>

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

                                       19
<PAGE>

                               NETPARTS.COM, INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
                    For the Period April 21, 1999 (Inception)
                            through December 31, 2002

<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                     0     $          0     $          0     $          0

Shares  issued  for  services  during  1999          410,800              411            4,724                0

Shares  issued for cash during 1999                  160,000              160           99,840                0

Net Loss for the period ended December 31, 1999            0                0                0          (96,935)
                                               -----------------------------------------------------------------
Balance  December  31,  1999                         570,800               571         104,564          (96,935)

Net Loss for the period ended December 31, 2000            0                 0               0          (27,242)
                                               -----------------------------------------------------------------
Balance  December  31,  2000                         570,800               571         104,564         (124,177)

Net Loss for the period ended December 31, 2001            0                 0               0          (65,380)
                                               -----------------------------------------------------------------
Balance  December  31,  2001                         570,800               571        (189,557)        (104,564)

Shares issued for debt reduction during 2002          80,000                80          99,920                0

Shares  issued  for  services  during  2002       21,901,500            21,901       1,073,174                0

Net Loss for the period ended December 31, 2002            0                 0               0       (1,240,008)
                                               -----------------------------------------------------------------

Balance,  December  31,  2002                     22,552,300     $      22,552     $ 1,277,658     $ (1,429,565)
                                               =================================================================
</TABLE>

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

                                       20
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                          From
                                                                                        Inception
                                                   For  the         For  the           (April  21,
                                                  Year  Ended      Year  Ended          1999)  to
                                                 December  31,     December  31,      December  31,
                                                     2002               2001               2002
----------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>                <C>
Cash Flow Used By Operations:
Net Loss                                         $ (1,240,008)     $     (65,380)     $ (1,429,565)
  Adjustment to reconcile net loss to
  net cash used by Operations:
    Increase in accounts payable                       44,933             50,598            95,531
         Increase  in  accounts  payable-
             related  party                                 0             13,591            33,824
          Stock  issued  for  services              1,095,075                  0         1,100,210
          Stock  issued  for  debt                    100,000                  0           100,000
                                                 --------------------------------------------------
Net  Cash  Flows  Used  in
   Operating  Activities                                    0             (1,191)         (100,000)
                                                 --------------------------------------------------
Cash  Flow  Used  For  Investing  Activities                0                  0                 0
                                                 --------------------------------------------------

Cash  Flow  From  Financing  Activities
     Shares  issued  for  cash                              0                  0           100,000
                                                 --------------------------------------------------
Increase  (Decrease)  in Cash                               0             (1,191)                0

Cash-Beginning  of  Period                                  0              1,191                 0
                                                 --------------------------------------------------

Cash-End  of  Period                             $          0     $            0     $           0
                                                 ==================================================

Supplemental  Cash  Flow  Information:
--------------------------------------
Cash  Paid  for:
     Interest                                    $          0     $            0     $           0
     Taxes                                       $          0     $            0     $           0

Non-Cash  Financing  Activities
-------------------------------



</TABLE>

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

                                       21
<PAGE>

                               NETPARTS.COM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002

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  $1,429,565  that  will be offset against
future  taxable  income.  These  NOL  carryforwards  begin to expire in the year
2016.  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
31,2002

     Deferred  tax  asset:
        NOL  carrryforward                         $      486,000
     Valuation  allowance                                (486,000)
                                                -------------------
     Total                                         $            0
                                                ===================

                                       22
<PAGE>

                               NETPARTS.COM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002

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,  Paladin Global  Group,  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 Paladin.  As  of December
31,  2002  and  2001,  a  related-party  payable  totaling  $33,824 is due them.

NOTE  5  -  COMMON  STOCK

In  April  2002, the Company purposed a 2 for 1 forward split of its outstanding
common stock.  In October of  2002, the Company enacted a 25 for 1 reverse split
of  its  common  stock.  Stock  has been retroactively restated to reflect those
splits.  During  the  year, 80,000 shares of common stock was issued to reduce a
payable  by  $100,000.  In  October  2002, 21,901,500 shares of common stock was
issued  for  services  rendered  totaling  $1,095,075.

                                       23
<PAGE>