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:  0-30891


                      For the Year ended December 31, 2000

                               NETPARTS.COM, INC.

  Nevada                                                                Optional
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)


3131  Southwest  Freeway  #46,  Houston  TX                                77098
(Address  of  principal  executive  offices)                         (Zip  Code)


Registrant's  telephone  number,  including  area  code:         (713)  521-9395


Securities  registered  pursuant  to  Section  12(g)  of  the  Act:    7,135,000

                     Class-A  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 12/31/00, the number of shares of common stock outstanding was 7,135,000.

As  of  12/31/99  the  number of shares held by non-affiliates was approximately
2,135,000  shares.


                        Exhibit Index is found on page 14

                                        1


Introduction                                                                   3

PART  I                                                                        3

Item  1.  Description  of  Business                                            3
      (a)  Form  and  Year  of  Organization                                   3
      (b)  Our  Business  Plan                                                 3
      (c)  Proposed  Operations                                                4
      (d)  The  Market                                                         5
      (e)  Special  Factors  Affecting  Success                                6
      (f)  Other  Items                                                        6
      (g)  Reporting  Under  The  1934  Act                                    7

Item  2.  Description  of  Property                                            7

Item  3.  Legal  Proceedings                                                   7

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          7

PART  II                                                                       8

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters               8
      (a)  Market  Information                                                 8
      (b)  Holders                                                             8
      (c)  Dividends                                                           8
      (d)  Sales  of  Unregistered  Common  Stock  from  Inception             8

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation        8
      (a)  Plan  of  Operation  Next  Twelve  Months                           8
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                          9
      (c)  Reverse  Acquisition  Candidate                                    11

Item  7.  Financial  Statements                                               11

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          11

PART  III                                                                     12

Item  9.  Directors and Executive Officers, Promoters and Control Persons     12

Item  10.  Executive  Compensation                                            12

Item  11.  Security Ownership of Certain Beneficial Owners and Management     13
      (c)  Changes  in  Control                                               13

Item  12.  Certain  Relationships  and  Related  Transactions                 14

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   14
      (a)  Financial  Statements                                              14
      (b)  Form  8-K  Reports                                                 14
      (c)  Exhibits                                                           14

                                        2


                                  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 is not
presently  quoted  on  the  OTCBB  or  the NQB Pink Sheets and has not traded in
brokerage  transactions.  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, if and when our intended application for submission
may  become  effective.

                                     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  objective  is  to  create a centrally located, interconnected group of
self sufficient used auto parts outlets specializing in customer convenience and
having  a  large  combined  stock  from  which  to operate. The first auto parts
"supermart",  which is to be located in Houston, Texas, will be large enough and
efficient  enough  to  become,  in management's opinion, the leading supplier of
used  and  remanufactured  auto parts in Texas. It is our intention to duplicate
the  concept  in  other  metropolitan  markets.

     We  intend  to  conduct  our  business,  internally, externally, and at all
levels,  with  the  utmost  professionalism.  We  will  be  aggressive  in  our
purchasing,  and marketing, practical in our fiscal policy making and execution,
and  forthright  in  our management and operations. Management believes that the
existence  of  an  organization of this quality will attract the highest caliber
individuals  in  the industry, and it is precisely only those management, staff,
administration  and  sales  persons  who  are of the highest character, greatest

                                        3


experience, and with records of success in all of their endeavors that we intend
to  employ.

     THE  INDUSTRY.  The  strength  of  the  auto  salvage industry is a natural
outgrowth  of  the automobile manufacturers pricing policies which favor the new
car  buyer and penalize the owner requiring replacement parts.  As an example, a
1989  Toyota  Corolla Deluxe Sedan costs approximately $9,453 when purchased new
from  the  showroom floor.  To build that same automobile, piece by piece, would
require  approximately $42,200 of individual parts, if purchased one by one from
the  Toyota  dealer's  parts  department,  and  the  vehicle  would still not be
assembled.  The high cost of the new replacement part affects both consumers and
dealers,  by  causing  the  dealers to stock less inventory, or none of the slow
moving  items, creating back-orders, and further exacerbating the supply problem
and  causing  the consumer to seek alternative sources.  These higher prices and
problems  of  availability  have  led  to  higher  profits  for the auto salvage
industry  on  salvaged parts which are resold "as is", are rebuilt and resold or
are  recycled.

     OUR  CONCEPT.  Salvaged  and  recyclable  automotive  parts  have  a  low
acquisition  cost  due to the reduced value of the wrecked or abandoned vehicles
which  comprise  the  industry's  principal source of inventory. The traditional
salvage  operation,  in  order to have what the customer requires, must maintain
extremely large inventories. The normal procedure in the industry is to purchase
the  car, dismantle it, stock only the fastest selling components and recycle or
resell  the  remainder  for additional capital thereby incurring the risk of not
having  the  part that the customer requires. Under our concept, the dealer will
be  able  to  retain  all of the salable parts while still maintaining inventory
costs  at  a  manageable  level, and by grouping 16 of these specialized dealers
together  giving  them  all  the  opportunity  to  take  advantage  of:

     -     Centralized  web  page  and  sub  pages  for  each make of automobile

     -     Hourly  up-date  of  inventory  on  the  web  pages

     -     Optimum  utilization  of  facilities  due  to  efficiency  of  layout

     -     Centralized,  computerized  accounting

     -     Centralized  purchasing,  dismantling,  bar  coding  and inventorying

     -     Hot  lines  and  long  lines  to  local  and  national  data  banks

     -     Centralized,  shipping  facilities

     -     Co-operative  advertising


 (C)  PROPOSED  OPERATIONS.

     DESCRIPTION  OF  FACILITIES.  We propose to develop sixteen interconnected,
fenced,  one acre tracts, each containing a modern, attractive 3,000 square foot
metal  building equipped with sales counters, showcases, offices and appropriate
shelving in the warehousing area.  Each tract or "yard" will be leased out to an
operator  for  the operation of an automotive salvage yard dedicated to the sale
of  parts  for  one  make  of automobile. The operator, or "franchisee", of each
individual yard will be an independent owner/operator. There will be one central
receiving  area  where  vehicles  will  be  purchased,  received,  assessed  and
dismantled.  All parts of the vehicles will be identified, bar coded and entered
into the computer system.  Parts which are ready for resale will be forwarded to
the  appropriate yard, parts requiring overhaul will be forwarded to the rebuild
area or an outside rebuilding contractor and unsalvageable parts will be crushed
and  baled  for  sale  to  a  recycler.

                                        4


     PROPOSED  LEASING  PROGRAM.  Each  individual  yard  would  be  leased as a
"specialized"  auto  parts store at the rate of $1,650 per week for the facility
rental  plus  a  franchise  fee  of  4%  of its gross dollar volume.  Management
estimates  that  each  unit  would  average  $100,000  in sales per month.  This
estimate,  however,  was  made  based  on  our founder's experience with a stand
alone,  specialized,  one  vehicle line salvage operation and does not take into
account  the  advantages  of  the  economies  of  scale  to  be  afforded by the
NetParts.com  "mall"  concept.

     SERVICES  OFFERED  TO LESSEES. By establishing a centralized location, with
independent  auto  part  specialty  stores,  in a mall concept, NetParts.com can
offer  its  individual  lessees  the  following:

     - Provide, on a "turn key" basis, properly selected and installed equipment
for  office,  sales  counter,  warehousing  and  yard.

     -  Provide  on  a "turn key" basis properly selected and installed computer
equipment  and  software  for  proper  control  of  sales, inventory and working
capital.

     -  Provide all permits and licenses required for the operation of a salvage
business  and  assure  compliance  with  all  city,  county,  state  and federal
environmental  and  other  regulations.


 (D)  THE  MARKET.

     POTENTIAL  CUSTOMERS.  NetParts.com's  potential  customer  base  includes
individuals  who drive or repair automotive vehicles, automobile dealers, repair
facilities,  body  shops,  parts  houses  and  other  salvage  operations.

     POTENTIAL  MARKET.  NetParts.com's  potential  geographical  market  area
includes  the  entire  continental  United States from "shipping sales" obtained
through  the  utilization  of  satellite  "Long  Line" service and the Internet.
Businesses  in  the United States transact 300 Billion dollars annually over the
Internet,  an  amount  larger than the gross national product of the Republic of
Argentina  and  it  is  growing  at  the  rate  of  60%  per year.  We intend to
aggressively  target  that large and lucrative market.  Our "walk-in" trade will
be  drawn from an area described as a circle within a 75 mile radius of Houston,
the  country's  fourth  largest  city  with a population of over 4,000,000.  Our
advertising  campaigns  will be divided between its geographical market area and
the  Internet.

     COMPETITION  Within  our "walk-in" market area, there are approximately 150
salvage  yards  which  range  in  degree  of  sophistication  from  computerized
automotive  parts  and recycling yards to "junk yards".  There are approximately
five  specialty  yards, two of which were established by our founder to serve as
prototypes  to  test  and  prove  the  NetParts.com  concept.

     COMPANY'S  ADVANTAGES  OVER  COMPETITION.  NetParts.com,  Inc.  will  have
competitive  advantage  over  the  normal  salvage  operation as a result of the
pooling  of  resources which is the basis of our concept.  Management feels that
We  will  have  a  competitive  edge  due  in  part  to:

     APPEAL  TO  THE  CUSTOMER.  Our  facilities  will be better organized, well
stocked  and  most  of  all cleaner than the traditional salvage yard due to the
location  of  the  tear  down  area  being  away  from  the  retail  sales area.

     CO-OPERATIVE  ADVERTISING.  Our advertising program will have sixteen times
more  concentration than that of the average full-line salvage yard, and, due in
part  to  its  larger  budget,  it  will be capable of targeting a wider market.

     CO-OPERATIVE  ENVIRONMENT. All of the yards within the NetParts.com complex
will  work  together  due  to  the fact that they are not competing against each
other.

                                        5


     REDUCED INVENTORY COSTS. Due to the centralized purchasing and disassembly,
the members of the NetParts.com complex will be able to take advantage of "power
buying",  and  more  efficient  assessment,  tear  down and insertion into their
inventory.

     REDUCED  OVERHEAD  COSTS.  NetParts.com  brings  greater  efficiency to its
member  yards  through  centralized services such as: computer system, bar coded
inventory,  pooled  labor, co-op long lines and hot lines, shipping services and
many  other  cost  saving  services.

     INTERNET  SALES. NetParts.com brings greater efficiency to its member yards
through  centralized  Websites  and  real-time  up-dating  of  parts  inventory.

     "HOT  LINE" SALES. There are approximately 150 salvage yards in the greater
Houston  area.  These salvage yards work together through the use of a hot line,
which  is  a continuously open circuit connecting each participant to all of the
others.  When  a  hot  line  subscriber  needs  a  specific  part for one of his
customers,  he  announces  his  requirement  over  the hot line network.  If the
desired  part  is  in  stock at one of the participating dealers, a simple phone
call  from  that dealer completes the sale.  We feel that due to our specialized
yards,  bar coded and computerized parts inventory, real-time Internet inventory
up-dates  and  superior  buying  power  that  we  will quickly become the area's
primary  hot  line  source.

     ANTICIPATED  MARKET  PENETRATION.  The  total  market  potential for a well
organized,  well  advertised,  well  run  combined  salvage complex, of the type
contemplated,  in  management's  opinion,  easily  be two to five percent of the
local  market  which  would translate to a monthly sales volume of approximately
$1,600,000.


 (E)  SPECIAL  FACTORS  AFFECTING  SUCCESS.

     EMPLOYEE  RELATIONS.  Management has observed, and industry statistics will
testify,  that  there  is  a very high turn-over rate among the employees of the
salvage yards in the Houston area.  We intend to be conscientious in our concern
for  our  employees,  and  to  develop a worker environment which will produce a
productive  and  loyal  employee  who will wish to remain within our work force.

     WORK  PLACE  ENVIRONMENT.  Management  intends to create a work environment
conducive  to  productivity,  a  place  where the employee has the most advanced
tools and information at his or her fingertips, and the training to take maximum
advantage of them. Utilizing this concept, management feels that it can overcome
many  of  the  failings  of  its  competitors  who  are  less organized and less
concerned  about  the  welfare  of  their  employees.

     BENEFITS  PACKAGE.  Employees  will  be  able  to  take  advantage  of  our
"cafeteria"  style  hospitalization  packages,  which  will  include  company
contribution  and  employee  contribution  ranging  from  partial  care  with
deductibles  to  full  care with no deductibles.  In addition to hospitalization
packages,  life  plans, retirement plans, and investment plans will be available
with  Company  participation.

     PROFIT  SHARING.  It is management's intent to include our employees in the
economic  successes  which  we  believe  we  will enjoy. In conjunction with its
outside  auditors,  we  intend  to  develop  profit  sharing plans to reward our
employees  with  cash  incentives  and/or  favorable  stock  purchase  plans.

 (F)  OTHER  ITEMS.

      (1)  ESTIMATE  OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO  YEARS.  None.

      (2)  COSTS  AND  EFFECTS  OF  COMPLIANCE  WITH ENVIRONMENTAL LAWS. Minimal
expenses  will  be incurred to have licensed personnel haul away tires and other

                                        6


materials  which  might create hazards or nuisance if left stacked or stored. We
will  not engage in changing or draining oil or gasoline or depositing hazardous
materials  in  sewers  or  drains.

      (3)  NUMBER  OF  TOTAL  EMPLOYEES  AND  FULL-TIME EMPLOYEES. We have three
Officers  and  Directors.

      (4)  YEAR 2000/2001 COMPLIANCE, EFFECT ON CUSTOMERS AND SUPPLIERS. We have
encountered  no  year  2000/2001  compliance  problems  or  issues.


 (G)  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  Statement  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 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. 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  Part III, for more information and disclosure about our
principal  consultant.


                           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.

             The Remainder of this Page is Intentionally left Blank

                                        7


                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (A)  MARKET INFORMATION. The Common Stock of this Issuer is not quoted Over the
Counter  on  the  Bulletin  Board ("OTCBB") or the NQB Pink Sheets and has never
traded  in  brokerage  transactions.

 (B)  HOLDERS.  There  are presently 19 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 FROM INCEPTION. We have one class of
securities,  our  common  stock.

     On  April 22, 1999, we issued 5,135,000 shares of common stock, pursuant to
section  4(2),  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 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.


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


 (A)  PLAN  OF  OPERATION  NEXT  TWELVE  MONTHS.

      (1)  CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We
are  a  development  stage  company as defined in Financial Accounting Standards
Board  Statement No. 7. We are concentrating substantially all of our efforts in
raising  capital  and  developing  our business in order to generate significant
revenues.  While  we have no immediate need for funding to maintain ourselves in
our pre-launch developmental stage, we will require additional capital to launch
our  business  operations  and to maintain them until profitability is achieved.
This  Company  has  a  considerable  need for additional funding during the next
twelve  months.  Our  objective is to create a centrally located, interconnected
group  of  self  sufficient  used  auto  parts  outlets specializing in customer
convenience  and  having a large combined stock from which to operate. The first
auto  parts "supermart", which is to be located in Houston, Texas, will be large
enough  and  efficient  enough  to  become, in management's opinion, the leading
supplier  of used and remanufactured auto parts in Texas. It is our intention to
duplicate  the concept in other metropolitan markets. To proceed with this plan,
we  expect  to require $500,000, during the next twelve months, to establish our
initial  site  in  Houston. We expect to require $250,000 for initial purchasing
and  marketing  expenses,  including  inventory,  advertising,  web-site
establishment,  maintenance  and advertising. We expect to require an additional
$250,000  in  unspecified  working  capital  to see us through our first year of
aggressive  operations, until we achieve significant revenues. Accordingly, upon

                                        8


our  acceptance  for quotation on the OTCBB, we would expect to engage in one or
more private or public offerings, with aim of raising a minimum of $1,000,000 to
a  maximum  of  $1,125,000.

      (2)  SUMMARY  OF  PRODUCT  RESEARCH  AND  DEVELOPMENT.  None.

      (3)  EXPECTED  PURCHASE  OR  SALE  OF  PLANT AND SIGNIFICANT EQUIPMENT. We
intend  to  create  a  series  of  16  specialized  auto salvage yards, each one
handling  only  one  make  of  vehicle.  We  would begin with our master site in
Houston.

      (4)  EXPECTED  SIGNIFICANT  CHANGE  IN  THE  NUMBER  OF  EMPLOYEES.  None
immediately.  As  we  launch,  additional employees are expected to be required.


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

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

     We had raised $100,000 in 1999 and have expended virtually all of it during
that  year,  on  our  organizational expenses, business plan development, legal,
professional  and  auditing. Our expenses for the first five months of 2000 have
been  related  to  accounting,  and  preparation  of  this 1934 Act Registration
Statement.


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


(Note 4) During 1999, Intrepid International, our principal consultant, was paid
$52,500,  for  professional  services  and  advances related to our corporation.
During  2000,  an  additional  $27,242  of  expenses was incurred by Intrepid. A
payable  of  $20,233  is  due  as  of  December  31,  2000.

     Our  independent  auditor  has  indicated the following additional material
notes  to  our  financial  statements:

                                        9


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

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


      (2)  RESULTS OF OPERATIONS. We have not launched operations, do not expect
to  do so before our common stock is quoted on the NQB Pink Sheets or the OTCBB.
We  have  enjoyed our first (non-recurring) revenues in an insubstantial amount.
There  is  only minimal and barely substantial change in our financial condition
or  operation  in year 2000. Our legal and professional expenses were greater in
1999,  due  to  organization,  and  registration of our common stock pursuant to
section  12(g)  of  the  1934  Exchange  Act.


                                                      Inception    Inception
                                          For the      April 21,   April 26,
                                            Years        1999         1999
                                            Ended         To           To
                                          December     December     December
                                             31           31           31
 Operations. . . . . . . . . . . . .        2000         1999         2000
---------------------------------------------------------------------------
 Selected Information
Revenues:. . . . . . . . . . . . . .  $    1,000   $        0   $    1,000
                                      -----------  -----------  -----------
 Total Revenues. . . . . . . . . . .       1,000            0        1,000
General and. . . . . . . . . . . . .     (28,242)     (96,935)    (125,177)
------------------------------------  -----------  -----------  -----------
Administrative
 Total Expenses. . . . . . . . . . .     (28,242)     (96,935)    (125,177)
Net (Loss) . . . . . . . . . . . . .     (27,242)     (96,935)    (124,177)
------------------------------------  -----------  -----------  -----------
Net Loss per share . . . . . . . . .        (.00)        (.01)        (.02)
====================================  ===========  ===========  ===========
Weighted average shares outstanding.   7,135,000    6,796,200    6,965,600


      (3)   FUTURE  PROSPECTS. We had expected to launch our operations until in
year  2000,  based on our expectation that we would be able to obtain acceptance
for  quotation.  We  have  determined  that  quotation  cannot be effected, as a
practical  matter,  before  the  filing  of  this  annual report. We have yet to
establish  our  specialized  auto  salvage  yards. If we are able to achieve our
funding goals, we believe our prospects for success are good. There is, however,
no  present  guaranty  that  we  can  attract  the  funding we need. There is no
guaranty  that,  even  if  we  achieve our funding goals, our program will enjoy
public  and  business  acceptance,  and  prove  profitable.

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

                                       10


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


                         ITEM 7.  FINANCIAL STATEMENTS.

     The  Audit  Committee  of this Corporation for this fiscal year consists of
the  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, 2000 be included and filed with
the  Securities  and  Exchange  Commission.

     AUDITED  FINANCIAL  STATEMENTS for the years ended December 31, 2000, 1999,
and  from  inception,  April  14,  1999,  are attached as FA-00. 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  reproduced  in  the  preceding  Item  6.


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

     None.

                                       11


                                    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  58,  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 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 60, 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.

     Larry  Wayne  Zientek,  age  48, is the Treasurer and Director of NetParts,
Inc.  Mr.  Zientek  has over twenty years experience in the automobile industry,
all  of  it  in the auto salvage business. Since 1989 he has been an independent
consultant  in  the auto salvage business.  Mr. Zientek has worked directly with
Mr.  Wells  on  automotive consulting projects for the past twelve years. He has
worked  his  way  through  every  job  type from his entry-level position to his
present  position  in  management.  He  is  a native of Houston, a member of the
National  Automobile  Dealers  Association,  and the Harris County Used Auto and
Truck  Parts  Association.


                        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.

                                       12


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

 (A)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  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. More than one person, entity or group
could  be  beneficially  interested in the same securities, so that the total of
all  percentages  may  accordingly  exceed  one  hundred  percent of some or any
classes.  Please  refer  to  explanatory  notes  if  any,  for  clarification or
additional  information.  The  Registrant  has  only  one class of stock; namely
Common  Stock.

 (B)  SECURITY  OWNERSHIP  OF  MANAGEMENT. To the best of Registrant's knowledge
and  belief  the  following  disclosure  presents  the total beneficial security
ownership  of  all  Directors and Nominees, naming them, and by all Officers and
Directors  as  a  group,  without  naming  them,  of  Registrant,  known  to  or
discoverable  by  Registrant.  More  than  one  person, entity or group could be
beneficially  interested  in  the  same  securities,  so  that  the total of all
percentages  may  accordingly exceed one hundred percent of some or any classes.
Please  refer  to  explanatory  notes  if  any,  for clarification or additional
information.

                                  COMMON STOCK
                 OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE


 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
-----------------------------------------------------------------
Larry Wayne Zientec . . . . . . . . . . . . .    100,000     0.14
3131 S.W. Freeway #46
Houston TX 77098 Treasurer/Director
-----------------------------------------------------------------
All Officers and Directors as a Group . . . .    300,000     0.42
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.

 (C)  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.

                                       13


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Our  principal  developmental consultant, Intrepid International, Ltd. is a
provider of corporate services to us and bills us regularly on a time-fee basis.
The  4,700,000 share issued to Intrepid are for control during development only.
They  are  expected  to be cancelled in whole or in part, and are not subject to
resale  without  registration.  Intrepid is incorporated in the State of Nevada.
Intrepid  provides its services on a negotiated time/fee basis no less favorable
to us than could be obtained commercially from unrelated third parties. Intrepid
does  not  provide services for commissions based upon the success or failure of
any  corporate program, and Intrepid is not a fund-raiser or a source of capital
financing.  The  principal focus and benefit of the services offered by Intrepid
are  not  its  client's  capital  formation nor fund raising activities, but the
refinement  of  client's  business  plan,  analysis  of its corporate structure,
evaluation  of  its  current filing status and filing responsibilities, currency
and  accuracy of financial information and auditability or status of current and
past  audits  and  audit procedures, to assist managers in making the conceptual
and  procedural transitions imposed upon Officers and Directors, with respect to
shareholders, shareholder rights, and maintenance of the kinds of current public
information  necessary  to  position a company to consider public trading of its
existing  securities,  and  to  maintain its impeccability as a publicly trading
company  if  and  when  its  securities  are  exposed  to  the  public  markets.
Accordingly, the mission of Intrepid is to assist us in avoiding costly mistakes
and  pitfalls  in  corporate  management,  going  public,  being  public, and in
handling  the  various different relationships with professionals and the public
which  are  appropriate,  practical,  efficient  and  cost-effective in managing
ourself  as  a  public  corporation.


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


 (A)  FINANCIAL  STATEMENTS.  Please  see  Exhibit  Index  following.

 (B)  FORM  8-K  REPORTS.  None.

 (C)  EXHIBITS.  Please  see  Exhibit  Index  following.

--------------------------------------------------------------------------------
                                     Exhibit
                                      Table
--------------------------------------------------------------------------------
#          Table  Category  /  Description  of  Exhibit             Page  Number
--------------------------------------------------------------------------------
[3]   ARTICLES/CERTIFICATES  OF  INCORPORATION,  AND  BY-LAWS
--------------------------------------------------------------------------------
3.1      Articles of Incorporation of the Registrant                          16
3.2      By-Laws of this Registrant                                           19
--------------------------------------------------------------------------------
                             FINANCIAL  STATEMENTS
--------------------------------------------------------------------------------
FA-00     Audited  Financial  Statements  for the years ended December 31, 2000,
          1999.                                                               27
--------------------------------------------------------------------------------

                                       14


                                   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  15,  2001
                               NETPARTS.COM, INC.

                                       by



/s/Donald Jackson Wells        /s/Larry Wayne Zientek       /s/Joseph A. Kane
   Donald  Jackson  Wells         Larry  Wayne  Zientek        Joseph  A.  Kane
   president/director             treasurer/director         secretary/director

                                       15


--------------------------------------------------------------------------------
                                   EXHIBIT 3.1

                  ARTICLES OF INCORPORATION: NETPARTS.COM, INC.
--------------------------------------------------------------------------------

                                       16


                            ARTICLES OF INCORPORATION
                                       OF
                               NETPARTS.COM, INC.



     ARTICLE  .  The  name  of  the  Corporation  is  NETPARTS.COM,  INC.

     ARTICLE  I.  Its  principal office in the State of Nevada is 774 Mays Blvd.
#10,  Incline  Village  NV  89452.  The  initial  resident agent for services of
process  at  that  address  is  N&R  Ltd.  Group,  Inc

     ARTICLE  II.  The  purposes  for  which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada  or  of  the  United  States  of America.  The period of existence of the
corporation  shall  be  perpetual.

     ARTICLE  III. The corporation shall have authority to issue an aggregate of
100,000,000  shares  of common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$100,000. The corporation's capital stock may be sold from time to time for such
consideration  as  may  be  fixed  by  the  Board of Directors, provided that no
consideration  so  fixed  shall  be  less  than  par  value.

     ARTICLE  IV.  No  shareholder  shall  be  entitled  to  any  preemptive  or
preferential  rights  to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder  possess  cumulative  voting rights at any shareholders meeting, for
the  purpose  of  electing  Directors,  or  otherwise.

     ARTICLE  V.  The name and address of the Incorporator of the corporation is
William  Stocker,  Attorney  at  Law,  34700  Pacific  Coast Highway, Suite 303,
Capistrano  Beach  CA  92624,  phone  (949)  248-9561,  fax  (949) 248-1688. The
affairs of the corporation shall be governed by a Board of Directors of not less
than  one  (1)  nor  more  than  (7) persons. The Incorporator shall act as Sole
Initial  Director.

     ARTICLE  VI.  The Capital Stock, after the amount of the subscription price
or  par  value,  shall  not  be  subject  to  assessment to pay the debts of the
corporation,  and  no  stock  issued,  as  paid  up, shall ever be assessable or
assessed.

     ARTICLE VII. The initial By-laws of the corporation shall be adopted by its
Board  of  Directors.  The power to alter, amend or repeal the By-laws, or adopt
new  By-laws, shall be vested in the Board of Directors, except as otherwise may
be  specifically  provided  in  the  By-laws.

                                       17


     I  THE  UNDERSIGNED,  being  the  Incorporator  hereinbefore  named for the
purpose  of  forming  a  corporation pursuant the General Corporation Law of the
State  of  Nevada,  do  make  and  file  these Articles of Incorporation, hereby
declaring  and certifying that the facts herein stated are true, and accordingly
have  set  my  hand  hereunto  this  Day,

April  20,  1999.


                               /s/ William Stocker
                                 William Stocker
                                 attorney at law
                                  Incorporator

                                       18


--------------------------------------------------------------------------------
                                   EXHIBIT 3.2

                                     BY-LAWS:
--------------------------------------------------------------------------------

                                       19


                                     BY-LAWS
                                       OF
                               NETPARTS.COM, INC.
                              A NEVADA CORPORATION


                                    ARTICLE I
                                CORPORATE OFFICES


     The  principal  office  of  the corporation in the State of Nevada shall be
located  at  774  Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as  the  board  of directors may designate or as the business of the corporation
may  from  time  to  time  require.


                                   ARTICLE II
                             SHAREHOLDERS' MEETINGS

SECTION  1.  PLACE  OF  MEETINGS

     The  directors  may designate any place, either within or without the State
unless  otherwise  prescribed by statute, as the place of meeting for any annual
meeting  or  for any special meeting called by the directors. A waiver of notice
signed  by  all  stockholders  entitled  to  vote at a meeting may designate any
place,  either  within  or  without  the  State  unless  otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a  special  meeting  be  otherwise  called,  the  place  of meeting shall be the
principal  office  of  the  corporation.

SECTION  2.  ANNUAL  MEETINGS

     The  time  and date for the annual meeting of the shareholders shall be set
by  the  Board  of  Directors of the Corporation, at which time the shareholders
shall  elect a Board of Directors and transact any other proper business. Unless
the  Board  of  Directors  shall  determine otherwise, the annual meeting of the
shareholders  shall  be held on the second Monday of June in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of  Directors  and  transact  any other proper business. If this date falls on a
holiday,  then  the  meeting  shall be held on the following business day at the
same  hour.

SECTION  3.  SPECIAL  MEETINGS

     Special  meetings  of  the shareholders may be called by the President, the
Board  of  Directors,  by  the holders of at least ten percent of all the shares
entitled  to  vote  at  the  proposed  special  meeting, or such other person or
persons  as  may  be  authorized  in  the  Articles  of  Incorporation.

SECTION  4.  NOTICES  OF  MEETINGS

     Written  or  printed  notice stating the place, day and hour of the meeting
and,  in  the  case  of a special meeting, the purpose or purposes for which the
meeting  is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the  direction of the president, or secretary, or the officer or persons calling
the  meeting.  If  mailed,  such  notice  shall  be  deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as  it  appears  on  the  stock  transfer books of the corporation, with postage
thereon  prepaid.
Closing  of  Transfer  Books  or  Fixing  Record  Date.

                                       20


     (a) For the purpose of determining stockholders entitled to notice of or to
vote  at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of  stockholders  for any other proper purpose, the directors of the corporation
may  provide  that  the stock transfer books shall be closed for a stated period
but  not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at  a  meeting  of  stockholders, such books shall be closed for at least twenty
(20)  days  immediately  preceding  such  meeting.

     (b)  In  lieu  of  closing  the  stock  transfer  books,  the directors may
prescribe  a  day  not  more than sixty (60) days before the holding of any such
meeting  as  the  day as of which stockholders  entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are  entitled  to  notice  or  to  vote  at  such  meeting

     (c)  The directors may adopt a resolution prescribing a date upon which the
stockholders  of  record are entitled to give written consent to actions in lieu
of  meeting.  The  date  prescribed by the directors may not precede nor be more
than  ten  (10)  days  after  the  date  the resolution is adopted by directors.

SECTION  5.  VOTING  LIST.

     The  officer  or  agent  having  charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of  stockholders,  a  complete  list  of  stockholders  entitled to vote at such
meeting,  or  any  adjournment thereof, arranged in alphabetical order, with the
address  of  and  number of shares held by each, which list, for a period of ten
(10)  days  prior to such meeting, shall be kept on file at the principal office
of  the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at  the  time and place of the meeting and shall be subject to the inspection of
any  stockholder  during  the  whole  time  of  the  meeting. The original stock
transfer  book  shall  be  prima  facie  evidence as to who are the stockholders
entitled  to  examine  such  list or transfer books or to vote at the meeting of
stockholders.

SECTION  6.  QUORUM.

     At  any meeting of stockholders, a majority of fifty percent plus one vote,
of  the  outstanding  shares of the corporation entitled to vote, represented in
person  or  by proxy, shall constitute a quorum at a meeting of stockholders. If
less  than said number of the outstanding shares are represented at a meeting, a
majority  of  the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been  transacted at the meeting originally notified. The stockholders present at
a  duly  organized  meeting may continue to transact business until adjournment,
notwithstanding  the  withdrawal  of  enough  stockholders  to leave less than a
quorum.

SECTION  7.  PROXIES.

     At  all  meetings  of  the  stockholders,  a  stockholder may vote by proxy
executed  in  writing  by  the stockholder or by his duly authorized attorney in

                                       21


fact.  Such proxy shall be filed with the secretary of the corporation before or
at  the  time  of  the  meeting.  Such  proxies  may  be deposited by electronic
transmission.

SECTION  8.  VOTING.

     Each  stockholder  entitled  to  vote  in  accordance  with  the  terms and
provisions  of  the  certificate  of  incorporation  and  these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote  held by such shareholder. Upon the demand of any stockholder, the vote for
directors  and  upon  any  question  before  the meeting shall be by ballot. All
elections  for directors shall be decided by plurality vote; all other questions
shall  be  decided  by  majority  vote  except  as  otherwise  provided  by  the
Certificate  of  Incorporation  or  the  laws  of  Nevada.

SECTION  9.  ORDER  OF  BUSINESS.

     The  order  of  business  at  all meetings of the stockholders, shall be as
follows:

     a.     Roll  Call.
     b.     Proof  of  notice  of  meeting  or  waiver  of  notice.
     c.     Reading  of  minutes  of  preceding  meeting.
     d.     Reports  of  Officers.
     e.     Reports  of  Committees.
     f.     Election  of  Directors.
     g.     Unfinished  Business.
     h.     New  Business.


SECTION  10.  INFORMAL  ACTION  BY  STOCKHOLDERS.

     Unless  otherwise  provided by law, any action required to be taken, or any
other  action which may be taken, at a meeting of the stockholders, may be taken
without  a  meeting  if a consent in writing, setting forth the action so taken,
shall  be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be  taken,  or  any  other  action  which  may  be  taken,  at  a meeting of the
stockholders,  may  be  taken without a meeting if a consent in writing, setting
forth  the  action  so  taken,  shall  be  signed  by  a  Majority of all of the
stockholders  entitled to vote with respect to the subject matter thereof at any
regular  meeting  called on notice, and if written notice to all shareholders is
promptly  given  of  all  action  so  taken.

SECTION  11.  BOOKS  AND  RECORDS.

     The  Books,  Accounts,  and  Records  of  the corporation, except as may be
otherwise  required  by  the laws of the State of Nevada, may be kept outside of
the  State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the  stock  ledgers, shall be open to the inspection of the stockholders, and no
stockholder  shall  have any right to inspect any account or book or document of
this  Corporation,  except  as  conferred  by  law  or  by  resolution  of  the
stockholders  or  directors. In the event such right of inspection is granted to
the  Stockholder(s)  all  fees associated with such inspection shall be the sole
expense  of  the  Stockholder(s)  demanding the inspection. No book, account, or
record  of  the  Corporation  may be inspected without the legal counsel and the
accountants  of the Corporation being present. The fees charged by legal counsel

                                       22


and  accountants to attend such inspections shall be paid for by the Stockholder
demanding  the  inspection.


                                   ARTICLE III
                               BOARD OF DIRECTORS

SECTION  1.  GENERAL  POWERS.

     The  business  and affairs of the corporation shall be managed by its board
of  directors.  The  directors  shall  in all cases act as a board, and they may
adopt  such  rules  and  regulations  for  the conduct of their meetings and the
management  of  the  corporation, as they may deem proper, not inconsistent with
these  by-laws  and  the  laws  of  this  State.

SECTION  2.  NUMBER,  TENURE,  AND  QUALIFICATIONS.

     The  number  of  directors of the corporation shall be a minimum of one (l)
and  a  maximum  of  nine  (7),  or  such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been  elected  and  qualified.

SECTION  3.  REGULAR  MEETINGS.

     A regular meeting of the directors, shall be held without other notice than
this  by-law  immediately after, and at the same place as, the annual meeting of
stockholders.  The  directors may provide, by resolution, the time and place for
holding  of  additional  regular  meetings  without  other  notice  than  such
resolution.

SECTION  4.  SPECIAL  MEETINGS.

     Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings  of  the directors may fix the place for holding any special meeting of
the  directors  called  by  them.

SECTION  5.  NOTICE.

     Notice  of  any  special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director  at  his business address. If mailed, such notice shall be deemed to be
delivered  when  deposited  in the United States mail so addressed, with postage
thereon  prepaid.  The  attendance of a director at a meeting shall constitute a
waiver  of notice of such meeting, except where a director attends a meeting for
the  express purpose of objecting to the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.

SECTION  6.  QUORUM.

     At  any  meeting  of  the  directors  fifty (50) percent shall constitute a
quorum  for the transaction of business, but if less than said number is present
at  a  meeting, a majority of the directors present may adjourn the meeting from
time  to  time  without  further  notice.

                                       23


SECTION  7.  MANNER  OF  ACTING.

     The  act  of  the majority of the directors present at a meeting at which a
quorum  is  present  shall  be  the  act  of  the  directors.

SECTION  8.  NEWLY  CREATED  DIRECTORSHIPS  AND  VACANCIES.

     Newly  created  directorships  resulting  from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of  directors  without  cause  may  be  filled  by a vote of the majority of the
directors  then  in  office,  although  less  than  a  quorum  exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote  of  the  stockholders.  A  director  elected  to  fill a vacancy caused by
resignation,  death or removal shall be elected to hold office for the unexpired
term  of  his  predecessor.

SECTION  9.  REMOVAL  OF  DIRECTORS.

     Any  or  all  of  the  directors  may  be  removed for cause by vote of the
stockholders  or  by action of the board. Directors may be removed without cause
only  by  vote  of  the  stockholders.

SECTION  10.  RESIGNATION.

     A  director  may  resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the  notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make  it  effective.

SECTION  11.  COMPENSATION.

     No  compensation  shall  be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each  regular  or special meeting of the board may be authorized. Nothing herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
corporation  in  any  other  capacity  and  receiving  compensation  therefor.

SECTION  12.  EXECUTIVE  AND  OTHER  COMMITTEES.

     The board, by resolution, may designate from among its members an executive
committee  and  other  committees, each consisting of one (l) or more directors.
Each  such  committee  shall  serve  at  the  pleasure  of  the  board.


                                   ARTICLE IV
                                    OFFICERS


SECTION  1.  NUMBER.

     The  officers  of the corporation shall be the president, a secretary and a
treasurer,  each  of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the  directors.

SECTION  2.  ELECTION  AND  TERM  OF  OFFICE.

     The  officers  of  the  corporation to be elected by the directors shall be
elected  annually  at  the first meeting of the directors held after each annual
meeting  of the stockholders. Each officer shall hold office until his successor

                                       24


shall  have  been  duly  elected  and shall have qualified or until his death or
until  he  shall  resign  or  shall  have been removed in the manner hereinafter
provided.  In the event that no election of officers be held by the directors at
that  time,  the  existing  officers  shall  be deemed to have been confirmed in
office  by  the  directors.

SECTION  3.  REMOVAL.

     Any  officer  or agent elected or appointed by the directors may be removed
by  the  directors  whenever  in  their  judgement  the  best  interest  of  the
corporation would be served thereby, but such removal shall be without prejudice
to  contract  rights,  if  any,  of  the  person  so  removed.

SECTION  4.  VACANCIES.

     A  vacancy  in  any  office  because  of  death,  resignation,  removal,
disqualification  or otherwise, may be filled by the directors for the unexpired
portion  of  the  term.

SECTION  5.  PRESIDENT.

     The  president  shall be the principal executive officer of the corporation
and,  subject  to  the  control of the directors, shall in general supervise and
control  all  of  the  business  and  affairs of the corporation. He shall, when
present,  preside  at  all meetings of the stockholders and of the directors. He
may  sign,  with  the  secretary  or any other proper officer of the corporation
thereunto  authorized  by  the  directors,  certificates  for  shares  of  the
corporation,  any deeds, mortgages, bonds, contracts, or other instruments which
the  directors  have  authorized  to  be  executed,  except  in  cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or  shall  be required by law to be otherwise signed or executed; and in general
shall  perform  all  duties  incident  to the office of president and such other
duties  as  may  be  prescribed  by  the  directors  from  time  to  time.

SECTION  6.  CHAIRMAN  OF  THE  BOARD.

     In  the absence of the president or in the event of his death, inability or
refusal  to act, the chairman of the board of directors shall perform the duties
of  the  president,  and  when  so  acting,  shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors  shall  perform such other duties as from time to time may be assigned
to  him  by  the  directors.

SECTION  7.  SECRETARY.

     The  secretary  shall  keep  the  minutes  of  the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices  are duly given in accordance with the provisions of these by-laws or as
required,  be  custodian  of  the  corporate  records  and  of  the  seal of the
corporation  and  keep a register of the post office address of each stockholder
which  shall  be  furnished  to  the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the  duties  incident  to  the office of secretary and such other duties as from
time  to  time  may  be  assigned  to  him by the president or by the directors.

SECTION  8.  TREASURER.

     If  required  by  the  directors,  the  treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the  directors  shall  determine.  He  shall  have  charge and custody of and be
responsible  for  all  funds and securities of the corporation; receive and give

                                       25


receipts  for  moneys  due  and  payable  to  the  corporation  from  any source
whatsoever,  and  deposit all such moneys in the name of the corporation in such
banks,  trust companies or other depositories as shall be selected in accordance
with  these  by-laws  and  in  general perform all of the duties incident to the
office  of  treasurer and such other duties as from time to time may be assigned
to  him  by  the  president  or  by  the  directors.


SECTION  9.  SALARIES.

     The  salaries  of  the  officers  shall  be  fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of  fact  that  he  is  also  a  director  of  the  corporation.


                                    ARTICLE V
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION  1.  CONTRACTS.

     The  directors  may  authorize  any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on  behalf  of the corporation, and such authority may be general or confined to
specific  instances.


SECTION  2.  LOANS.

     No  loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the  directors. Such authority may be general or confined to specific instances.

SECTION  3.  CHECKS,  DRAFTS,  ETC.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by  such  officer  or  officers,  agent or agents of the corporation and in such
manner  as shall from time to time be determined by resolution of the directors.

SECTION  4.  DEPOSITS.

     All funds of the corporation not otherwise employed shall be deposited from
time  to time to the credit of the corporation in such banks, trust companies or
other  depositories  as  the  directors  may  select.


                                   ARTICLE VI
                                   FISCAL YEAR

     The fiscal year of the corporation shall begin on the 1st day of January in
each  year,  or  on  such  other  day  as  the  Board  of  Directors  shall fix.


                                   ARTICLE VII
                                    DIVIDENDS

     The  directors  may from time to time declare, and the corporation may pay,
dividends  on  its  outstanding  shares  in  the  manner  and upon the terms and
conditions  provided  by  law.

                                       26


                                  ARTICLE VIII
                                      SEAL

     The  directors  may  provide  a  corporate  seal which shall have inscribed
thereon  the  name  of  the  corporation,  the  state  of incorporation, year of
incorporation  and  the  words,  "Corporate  Seal".


                                   ARTICLE IX
                                WAIVER OF NOTICE

     Unless  otherwise  provided  by  law, whenever any notice is required to be
given  to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof  in  writing,  signed  by the person or persons entitled to such notice,
whether  before  or after the time stated therein, shall be deemed equivalent to
the  giving  of  such  notice.


                                    ARTICLE X
                                   AMENDMENTS

     These  by-laws  may  be altered, amended or repealed and new by-laws may be
adopted  in  the  same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued  and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting  when  the  proposed  amendment  has  been set out in the notice of such
meeting.


                                  CERTIFICATION

     THE  SECRETARY  of the Corporation hereby certifies that the foregoing is a
true  and  correct  copy  of  the  By-Laws of the Corporation named in the title
thereto  and  that  such  By-Laws were duly adopted by the Board of Directors of
said  Corporation  on  the  date  set  forth  below.

EXECUTED,  AND  CORPORATE  SEAL  AFFIXED,

this  day  of  April  21,  1999.


                               /s/ Joseph A. Kane
                                 Joseph A. Kane
                                    Secretary

                                       27


--------------------------------------------------------------------------------
                                      FA-00

                          AUDITED FINANCIAL STATEMENTS
                                        OF
                                NETPARTS.COM, INC

         FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND FROM INCEPTION.
--------------------------------------------------------------------------------

                                       28


--------------------------------------------------------------------------------
                               NETPARTS.COM, INC.

                          (A Development Stage Company)

                              Financial Statements

                           December 31, 2000 and 1999
--------------------------------------------------------------------------------

                                       29


                                    CONTENTS

Independent  Auditor's  Report                                                31

Balance  Sheet                                                                32

Statements  of  Operations                                                    33

Statements  of  Stockholders'  Equity                                         34

Statements  of  Cash  Flows                                                   35

Notes  to  the  Financial  Statements                                         36

                                       30


                          Independent Auditors' Report


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

We  have  audited  the  accompanying  balance  sheet  of  NetParts.Com,  Inc. (a
development  stage  company)  (a Nevada corporation) as of December 31, 2000 and
1999  and  the  related  statements of operations, stockholders' equity and cash
flows for the years ended December 31, 2000 and 1999 and from inception on April
21,  1999  through  December  31,  2000.  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  audit.

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, 2000 and1 999 and the results of its operations and cash flows for
the  years ended December 31, 2000 and 1999 and from inception on April 21, 1999
through  December  31,  2000  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 the 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  14,  2001

                                       31


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

                                                           December  31,
                                                   2000                  1999
--------------------------------------------------------------------------------

                            ASSETS
Current  Assets
    Cash                           $            1,191          $           8,200
                                   ---------------------------------------------
      Total  Current  Assets                    1,191                      8,200
      Total Assets                 $            1,191          $           8,200
                                   =============================================

           LIABILITIES  &  STOCKHOLDERS'  EQUITY

Current  Liabilities
Accounts  payable-related
party (Note 4)                     $          20,233           $               0
                                   ---------------------------------------------
        Total  Liabilities                         0                           0

Stockholders'  Equity
Common stock, par value $.001; 100,000,000
shares authorized, 7,135,000 shares issued
and outstanding                                7,135                       7,135
Additional  paid-in  capital                  98,000                      98,000
Deficit accumulated during
the development  stage                      (124,177)                   (96,935)
                                   ---------------------------------------------
Total  Stockholders'  Equity                 (19,042)                      8,200
                                   ---------------------------------------------
Total Liabilities and
Stockholders' Equity               $           1,191           $           8,200
                                   =============================================

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

                                       32


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


                                                                          From
                                                                       Inception
                                      For  the      From  April      (April  21,
                                    Year  ended    21, 1999 to         1999) to
                                   December  31,   December  31,     December31,
                                      2000              1999             2000
--------------------------------------------------------------------------------

Revenue                           $       1,000   $           0    $       1,000
                                  ----------------------------------------------
General and administrative expenses      28,242          96,935          125,177
                                  ----------------------------------------------
Net  income  (loss)               $     (27,242)  $     (96,935)   $   (124,177)
                                  ==============================================
Net income (loss) per share       $        (.00)  $        (.01)   $       (.02)
                                  ==============================================
Weighted  average
outstanding shares                    7,135,000       6,796,200        6,965,600
                                  ==============================================

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

                                       33


                               NETPARTS.COM, INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
                    For the Period April 21, 1999 (Inception)
                            through December 31, 2000


<TABLE>
<CAPTION>
<S>                                    <C>               <C>               <C>               <C>
                                                                                            Deficit
                                                                                          Accumulated
                                                                         Additional       During  the
                                            Common  Stock                 paid-in         Development
                                       Shares             Amount           capital            Stage
-----------------------------------------------------------------------------------------------------

Balance at inception April 21, 1999             0   $            0     $           0  $             0

Shares issued for services
during  1999                            5,135,000            5,135                 0                0

Shares issued for cash during 1999      2,000,000            2,000            98,000                0

Net Loss for the period
ended December 31, 1999                         0                0                 0         (96,935)

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

Net Loss for the year
ended December 31, 2000                         0                0                 0         (27,242)
                                        -------------------------------------------------------------
Balance  December  31,  2000            7,135,000     $      7,135     $      98,000  $     (124,177)
                                        =============================================================
</TABLE>

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

                                       34


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

                                                                       From
                                                                     Inception
                                     For  the      From  April      (April  21,
                                   Year  Ended     21, 1999 to       1999)  to
                                   December  31,   December  31,   December  31,
                                       2000            1999            2000
--------------------------------------------------------------------------------

Cash  Flow  Used  By  Operations:
Net  Loss                        $     (27,242)  $     (96,935)  $     (124,177)
Adjustment to reconcile net loss to
net cash used by Operations:
Increase  in  accounts  payable         20,233               0           20,233
Stock issued for services                    0           5,135            5,135
                                  ---------------------------------------------
Net  Cash  Flows  Used  in
Operating  Activities                  (7,0090)        (91,800)        (98,809)
                                  ---------------------------------------------
Cash  Flow  Used  For
Investing  Activities                        0               0               0
                                 ----------------------------------------------
Cash  Flow  From  Financing  Activities
Shares  issued  for  cash                    0         100,000         100,000
                                 ----------------------------------------------
Increase  (Decrease) in Cash            (7,009)          8,200           1,191

Cash-Beginning  of  Period               8,200               0               0
                                 ----------------------------------------------
Cash-End  of  Period             $       1,191  $        8,200  $        1,191
                                 ==============================================
Supplemental  Cash  Flow  Information:
Cash  Paid  for:
Interest                         $           0  $            0  $            0
Taxes                            $           0  $            0  $            0

Non-Cash  Financing  Activities

     The Company issued 5,135,000 shares of common stock for organization costs.
These  costs  were  valued  at  $5,135  and  expensed  in  1999.

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

                                       35


                               NETPARTS.COM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2000

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 $124,000 that will be offset against future
taxable  income.  These  NOL carryforwards begin to expire in the year 2014.  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,
2000.

     Deferred  tax  asset:
        NOL  carrryforward                              $      31,000
     Valuation  allowance                                     (31,000)
                                                        --------------
     Total                                              $           0
                                                        ==============

                                       36


                              NETPARTS.COM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2000

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  1999,  Intrepid  International, a major shareholder, was paid $52,500
for  professional  services  rendered  to  the  Company.

            During  2000,  an  additional  $27,242  of expenses were incurred by
Intrepid.  A  payable
     of  $20,233  is  due  to  this  related  party  at  December  31,  2000.

                                       37