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:  000-30843

                      For the Year ended December 31, 2000

                                NETAIR.COM, INC.

  Nevada                                                              91-1979237
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

242  Fall  Street,  Salt  Lake  City  UT                                   84116
(Address  of  principal  executive  offices)                         (Zip  Code)

Registrant's  telephone  number,  including  area  code:         (801)  463-6632

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:

                                    4,832,500
                      (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  December  31,  2000,

the number of shares outstanding of the Registrant's Common Stock was 4,832,500.

the  aggregate  number  of  shares  held  by  non-affiliates  was  approximately
1,072,500  shares.

                        Exhibit Index is found on page 12

                                        1


Introduction                                                                   3

PART  I                                                                        3

Item  1.  Description  of  Business                                            3
      (a)  Business  Development                                               3
      (b)  Business  of  the  Issuer                                           3

Item  2.  Description  of  Property                                            5

Item  3.  Legal  Proceedings                                                   5

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          5

PART  II                                                                       6

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters               6
      (a)  Market  Information                                                 6
      (b)  Holders                                                             6
      (c)  Dividends                                                           6
      (d)  Sales  of  Unregistered  Common  Stock  1999/2000                   6

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation        6
      (a)  Plan  of  Operation                                                 6
      (b)  Cash Requirements and of Need for additional funds, twelve months   7
      (c)  Discussion  and  Analysis  of  Financial  Condition  and  Results  of
           Operations                                                          7
      (d)  Future  Prospects                                                   8

Item  7.  Financial  Statements                                                9

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                           9

PART  III                                                                     10

Item  9.  Directors  and  Executive  Officers,  Promoters  and  Control Persons;
          Compliance  with  Section  16(a)  of  the  Exchange  Act            10

Item  10.  Executive  Compensation                                            10

Item  11.  Security Ownership of Certain  Beneficial Owners and Management    11
      (c)  Changes  in  Control                                               12

Item  12.  Certain  Relationships  and  Related  Transactions                 12

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   12
      (a)  Financial  Statements                                              12
      (b)  Form  8-K  Reports                                                 12
      (c)  Exhibits                                                           12

                                        2


                                  INTRODUCTION


                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.


 (A)  BUSINESS  DEVELOPMENT.

      (1)  FORM AND YEAR OF ORGANIZATION. Our Corporation, NetAir.com, Inc., was
duly  incorporated in Nevada on April 21, 1999, with the intention of initiating
an  aircraft  appraisal  and  wholesaling  business,  as  described  below.  Our
financial statements reflect an inception date of April 14, 1999, for the reason
that  we  began  our  activities  before  the  formal  filing of our Articles of
Incorporation  by  the  Secretary  of  State  of  Nevada.

      (2)  ISSUANCE  OF  COMMON  STOCK. We have 4,832,500 shares of common stock
(of  par  value  $0.001)  issued  and outstanding. On or about April 22, 1999 we
authorized the issuance of 3,822,500 founders shares pursuant to Section 4(2) of
the  Securities  Act  of  1933 to our five founders for organizational services,
valued  at  $3,832.50.  The  shares  were  issued  at  par  value.

     On  April  14,  1999,  before  the  actual  filing  of  our  articles  of
incorporation,  we  prepared  an  offering  circular  for a maximum of 1,250,000
shares at $0.10 per share, with a minimum of 1,000,000 shares. During the period
from  April  22 to June 9, 1999, we placed 1,000,000 shares of our common stock,
at  $0.10  per share, also pursuant to Section 4(2) of the 1933 Act, to thirteen
highly  sophisticated  investors, with pre-existing relationships to management,
and  without  any public solicitation or advertising. No offers were extended to
persons  who  did  not  invest.  This placement produced $100,000.00 without any
underwriting  or  other  commissions.

     On  June  1,  2000,  we  authorized  the  issuance of 10,000 new investment
shares, 5,000 each to each of our two Officers/Directors, for services valued at
$1,000,  calculated  at  $0.10  per  share.


 (B)  BUSINESS  OF  THE  ISSUER.  We  intend  to  specialize  in  two areas; the
appraisal of aircraft and the wholesaling of aircraft to retail aircraft dealers
and/or aircraft brokers. We intend to achieve success for our appraisal services
by  utilizing an aggressive marketing campaign aimed principally at the banking,
insurance  and  financial community. We intend to achieve success in wholesaling
by  purchasing and inventorying quality aircraft and then aggressively marketing
them to dealers and brokers worldwide. In addition to appraising and wholesaling
we  intend  to offer a variety of aviation consulting services including but not
limited  to:

          Equipment  matching,  route  and stage length planning for Part 91 and
125  operators,  (corporate  aviation  departments  and  small  Air  Carriers),

          Development  of  Maintenance  Programs  for Part 91 and 125 operators.

          Recruitment,  selection and initial and ongoing training of flight and
maintenance  department  personnel.

     AIRCRAFT  APPRAISAL.  The  total  market  for  aircraft appraisals includes
lending  institutions,  court  systems, corporations, insurance companies, fixed
base  operations, aircraft dealers, government agencies, and individual aircraft
buyers and sellers. We will solicit appraisal business in all of these areas but
anticipate  that  we  will  experience  maximum  success  within  the  financial
community.

                                        3


     Recently the Federal Deposit Insurance Corporation (FDIC) mandated that all
insured  banks  with  collateralized  loans  in  excess  of  $20,000 must have a
bonafide appraisal of such collateral. The Federal Aviation Administration (FAA)
reports  that 101,342 aircraft collateral liens were filed in Oklahoma City (the
home  of  the  FAA  and the site of all U. S. aircraft registrations) during the
past  year. A large percentage of these liens were filed by banks, and under the
new  rules  almost  all  of  those  will  require  an  appraisal.

     Our  Secretary,  Robert  C.  Waddell,  is  a  Certified  Aircraft Appraiser
certified  by  the  National  Aircraft  Appraisers  Association (NAAA). Aircraft
Appraisal is the fastest growing segment of the aviation industry today, and the
only organized and recognized "agency" of appraisers and appraisals is the NAAA.
NAAA  certified  appraisers,  of which there are only approximately 190, are the
only  appraisers  recognized by the Resolution Trust Corporation and the FDIC to
perform  appraisals  on  assets  in  their  portfolios.

     We intend to aggressively market our appraisal services and anticipate that
this  portion  of  our  proposed  business  will experience rapid growth. As our
volume  of appraisal requests may dictate, we will contract with additional NAAA
certified  appraisers  to  perform the appraisals we are called upon to provide.

     AIRCRAFT  WHOLESALING.  The  traditional  "airplane dealer" who, during the
past  four  decades,  sold  new  Beechcraft,  Piper  or  Cessna aircraft and who
maintained  an inventory of used aircraft is now practically nonexistent. Due to
rising  manufacturing  costs,  increasing government regulation and skyrocketing
product liability insurance costs, approximately 90% of the small and mid-sized,
high  performance  single and twin engine aircraft are no longer being produced.

     A  new  Bonanza  purchased  today carries a price tag over $400,000. Cessna
Aircraft Company, which for more than a decade has not produced any small single
engine  aircraft,  is  now  beginning to manufacture the Cessna 172, the world's
most  popular  single engine aircraft, but it is expected to be priced at around
$120,000 depending on how it is equipped. However, a good used 172 trades in the
$35,000  to  $50,000 range. This is resulting in an ever increasing appreciation
of  aircraft  values.  Not  all  airplanes necessarily, but good, low time, well
maintained  airplanes  are  enjoying  about a 3% to 5% annual appreciation rate.

     There  are  approximately  25  professional aircraft brokers (those selling
more than 100 aircraft per year) in the United States and there are thousands of
smaller,  occasional  brokers.  There  are  very few aircraft dealers, those who
purchase  aircraft  for  inventory and resell from their own stock.  Commissions
for  brokers  on  aircraft  sales are negotiable but the average commission on a
large  jet  is  about 3%, while the sale of a small single engine aircraft might
net  the  broker  10% of the sales price.  Profit margins for aircraft purchased
for  inventory  and  then  re-sold  will vary greatly depending upon acquisition
costs,  but  in  almost  all  cases  will  be higher than the commissions earned
through  brokerage  transactions.

     The  prevailing  purchasing  technique  used  by  most  dealers and brokers
primarily  involves direct mail to airplane owners on a random basis, along with
advertising  dollars  spent  in  the  many  trade  publications  "begging"  for
inventory.  Competition  for  that  inventory  is  very  fierce, and sellers are
becoming most aware of the true values of their airplanes and in the majority of
the cases the broker is not offering to buy the aircraft but only to list it for
sale  or  to  match  it with a customer from his "want list". Profit margins are
becoming slimmer and slimmer with these techniques, and fewer owners are selling
just  for  the  sake  of  selling.

     Every  dealer,  broker  or  individual  has  the  ability to electronically
determine  the  ownership of any aircraft in seconds and then go directly to its
owner.  The best and most direct method for a broker to avoid having a buyer "go
around" him to a seller is to cease being a broker and become an owner. In order

                                        4


to  operate  optimally in this area, we must have financing in place to purchase
and  become  the  owner  of  such  aircraft  we  intend  to  resell.  Please see
Management's  Discussion and Analysis, Item 6 of Part II1, for more information,
about  financing  and  other  topics.

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

      (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.  Not
Applicable.

      (3)  NUMBER  OF  TOTAL  EMPLOYEES  AND  FULL-TIME  EMPLOYEES.  We have two
officers  and  directors  and  no  employees  at  the  present  time.

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


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have  no  property  and  enjoy  the  non-exclusive  use  of offices and
telephone  of  our  principal shareholder. The principal shareholder is also the
principal  consultant.


                           ITEM 3.  LEGAL PROCEEDINGS.

     There  are  no  legal  proceedings  pending, threatened or suspected, by or
against  our  Corporation,  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

                                        5


                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (A)  MARKET  INFORMATION. Our common stock is not listed on the NQB Pink Sheets
or  the  OTCBB  and  no  securities  of this Registrant have traded in brokerage
transactions  at  any  time.

 (B)  HOLDERS.  There  are  presently  20  shareholders  of  our  common  stock.

 (C)  DIVIDENDS.  No  cash dividends have been paid by the Company on its 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  its  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 1999/2000. We have 4,832,500 shares of
common stock (of par value $0.001) issued and outstanding. On or about April 22,
1999 we authorized the issuance of 3,822,500 founders shares pursuant to Section
4(2)  of  the  Securities  Act  of  1933 to our five founders for organizational
services,  valued  at  $3,832.50.  The  shares  were  issued  at  par  value.

     On  April  14,  1999,  before  the  actual  filing  of  our  articles  of
incorporation,  we  prepared  an  offering  circular  for a maximum of 1,250,000
shares at $0.10 per share, with a minimum of 1,000,000 shares. During the period
from  April  22 to June 9, 1999, we placed 1,000,000 shares of our common stock,
at  $0.10  per share, also pursuant to Section 4(2) of the 1933 Act, to thirteen
highly  sophisticated  investors, with pre-existing relationships to management,
and  without  any public solicitation or advertising. No offers were extended to
persons  who  did  not  invest.  This placement produced $100,000.00 without any
underwriting  or  other  commissions.

     On  June  1,  2000,  we  authorized  the  issuance of 10,000 new investment
shares, 5,000 each to each of our two Officers/Directors, for services valued at
$1,000,  calculated  at  $0.10  per  share.


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


 (A)  PLAN  OF  OPERATION. Every dealer, broker or individual has the ability to
electronically  determine  the  ownership of any aircraft in seconds and then go
directly  to  its  owner.  The best and most direct method for a broker to avoid
having a buyer "go around" him to a seller is to cease being a broker and become
an  owner.  The  key  to  success for the Company's proposed program lies in its
ownership  of,  and  therefore  control  of,  its inventory which eliminates the
potential  problem of being circumvented and creates the opportunity for greater
profits.  The  key  to  achieving  that  ownership/control  lies in securing the
availability  of  Floor  Plan  Funds.

     ESCROW  AND  TITLE  SERVICE.  AIC Title Service, Oklahoma City, Oklahoma, a
bonded  aircraft title company and a division of "Aircraft Dealers Network" will
act  as  an escrow (trust) agent in all of the Company's transactions. As escrow
agent  it  will  act as a third party for the protection of the seller or buyer,
for  the  Company,  and  especially for the purpose of insuring the unencumbered
clarity  of  title  to  the aircraft and the security of the Floor Plan lender's

                                        6


funds. AIC will receive documentation from both the Company and the buyer/seller
accompanied  by  instructions  detailing for them the condition under which they
are  to  act. The seller, which would be the Company when the Company is selling
and  would  be the Company's client when the Company is buying, would forward to
AIC  a  bill  of sale with instructions outlining the conditions under which the
document  was  to  be  released to the buyer and to which bank and which account
funds  were  to  be  wired. A buyer, either the Company or the Company's client,
dependent  upon who is buying, would wire transfer funds to AIC's escrow account
along  with  written  instructions,  usually  by  facsimile.  Instructions to be
provided  to  AIC  by the Company, whether it is in the position of purchaser or
seller,  will require signatures from authorized representatives of the Company.
Management  intends  to  obtain  and  maintain  an inventory in the seven to ten
million  dollar  range  and  feels  that  the  Company will be able to turn that
inventory  three  to  four  times  per year at an average gross profit of six to
eight  percent.

 (B)  CASH  REQUIREMENTS  AND  OF  NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. Our
funding  requirements  fall  into  two  categories:  basic  working  capital and
financing  resources  for  purchasing  aircraft for resale. We have only nominal
working  capital  available.  We  an immediate need for additional funding, from
sources outside of our circle of shareholders during the next twelve months. The
expenses  of  our audit, legal and professional requirements, including expenses
in  connection  with  this  1934 Act Registration of its common stock, have been
paid  by  us  from our cash, or advanced by our principal shareholder and future
requirements  of this nature will most likely require advances by our management
and  principal  shareholder.  We  are  limited in our ability to raise funds and
launch  operations  before our common stock can be quoted on the NQB Pink Sheets
or  the  OTCBB.

     We have obtained a financing commitment from Colon Finance, Ltd. which will
give  us  the  ability  to purchase aircraft at costs substantially below normal
wholesale  values. These purchases could be accomplished only if we are prepared
to  pay  cash  immediately upon inspection, appraisal and acceptance of an offer
for  a  subject  aircraft.  For  this  reason  such  a  financing arrangement is
necessary.

 The  issuer  enjoys  the  non-exclusive  use  of  office, telecommunication and
incidental  supplies of stationary, provided by our principal shareholder. These
costs  are  billed  to  us  on a time-fee basis and are included in our reported
expenses.  We  believe  that these billings accurately reflect the cost of doing
business  during  the  periods  reported.

     We  do not anticipate any 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  be  effective.

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

      (2)  EXPECTED  PURCHASE  OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.

      (3)  EXPECTED  SIGNIFICANT  CHANGE  IN  THE  NUMBER  OF  EMPLOYEES.  None.


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

      (1)  FINANCIAL  CONDITION.  Our  condition  as  of  December  31, 2000, is
substantially  unchanged  since  our  last  fiscal  year end, December 31, 1999.

     As of December 31, 1999, we had an accumulated deficit of $77,022 since our
inception  on  April 14, 1999. Our first fiscal year was less than a full twelve
months.  As  of  December  31,  2000,  our  accumulated deficit had increased to
$101,476.

     (Note  4)  During  1999, Intrepid International, our principal shareholder,
and  principal  consultant,  was  paid  $70,000  for  professional  services and
advances  rendered  to  or  for our corporation. At December 31, 1999, a prepaid

                                        7


expense  remained of $18,438. During 2000, the prepaid was used up and a payable
of $435, was recorded. These amounts include Legal and Professional expenses and
costs,  as  well  as  reimbursement  for  advances  for  auditing.


Balance Sheet:                     December 31    December 31
-------------------------------------------------------------
Selected Information. . . . .          2000           1999
-----------------------------  -------------  -------------
Cash and Equivalents. . . . .  $      3,782   $      7,800
-----------------------------  -------------  -------------
Prepaid Expenses (Note 4) . .             0         18,438
Current Assets. . . . . . . .         3,782         26,238
Total Assets. . . . . . . . .         3,782         26,238
                               ============================
Accounts Payable (Note 4) . .           435              0
                               ----------------------------
Total Liabilities . . . . . .           435              0
Common Stock. . . . . . . . .         4,833          4,823
                               -------------  -------------
Paid-in Capital . . . . . . .        99,990         99,000
Accumulated Deficit . . . . .      (101,476)       (77,585)
Total Equity. . . . . . . . .         3,347         26,238
Total Liabilities and Equity.         3,782         26,238
                               ============================


      (2)  OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS.  We enjoyed our
first  revenues this third quarter. 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
                                                   From April 14,    April 14
                                   For the Years       1999           1999
                                       Ended            To             To
                                    December 31,    December 31,   December 31,
                                        2000            1999         2000
 Operations
 Selected Information
Revenues: . . . . . . . . .  $         2,000   $           0   $    2,000
                             ----------------  --------------  -----------
 Total Revenues . . . . . .            2,000               0        2,000
General and Administrative.          (25,891)        (77,585)    (103,476)
---------------------------  ----------------  --------------  -----------
 Total Expenses . . . . . .          (25,891)        (77,585)    (103,476)
Net (Loss). . . . . . . . .          (23,891)        (77,585)    (101,476)
---------------------------  ----------------  --------------  -----------
Net Loss per share. . . . .             (.01)           (.02)        (.02)
===========================  ================  ==============  ===========
Weighted average shares . .        4,829,500       4,627,300    4,728,400
outstanding



 (D)  FUTURE  PROSPECTS. There can be no assurance that we will be successful in
raising  capital  through  private  placements  or  otherwise.  Even  if  we are

                                        8


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.


                         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, 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.


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                                        9


                                    PART III


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     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  and  is  not  likely  to  take  place  before  the  commencement  of
significant  operations.

     Mr.  Chandler, age 35, our President, was born and raised in Northern Utah,
where  he  received a Bachelor of Science Degree from Weber State University, in
finance  and  business  administrations.  He  also  attended  DeVry Institute of
Technology  in  Phoenix  Arizona,  where  he  studied  computer  information and
accounting  systems.  He serves as Director of Research & Finance, for Corporate
Relations & Management, Inc., from August 1999 and presently. From February 1997
until  August  1999,  he  served as financial markets liaison to Jordan Richards
Associates.  From  October  1994  until  October  1996,  he  was  an  investment
consultant to Everen Securities. From January 1, 1994 to October 1994, he was an
agent for New York Life Insurance Company. From August 1993 to December 1993, he
was  a sales and leasing representative for Freeway Oldsmobile, Cadillac, Mazda.
Mr.  Chandler  is a Board Member of the Foster Care Citizens Board, appointed in
1995,  and  involved in its community service activities. Mr. Chandler serves on
the Board of Directors of the following companies: Ecklan Corporation, Snohomish
Equity  Corporation,  and  Last  Company  Clothing,  Inc.  in  addition  to this
Corporation.

     Mr.  Waddell,  age  54, our secretary-treasurer, brings to this Corporation
over three decades of hands-on experience in upper management in the business of
aviation  marketing,  operations  and  service. He routinely serves as an expert
witness  and  consultant  on  aviation  affairs. From 1990 to the present he has
served  as  CEO  and  General  Manager  of Waddell Aviation, a business aviation
specialist  concentrating on aircraft marketing and brokerage services, aircraft
appraisals  and  aircraft  charter. From 1975 through 1990, he was president and
CEO  of  Aviation  Concepts,  Inc.,  involved in charter, brokerage, consulting,
aircraft  sales,  contract  flight  management  and  appraisal services. He is a
Certified  Appraiser  by the National Aircraft Appraisers Association, and other
air  transport  and  business  aircraft  associations.


                        ITEM 10.  EXECUTIVE COMPENSATION.

     There  is  no  present  program  of  executive compensation, and no plan or
compensation  is  expected  to  be  adopted or authorized at any time before the
commencement  of  significant  operations.  On  June  1, 2000, we authorized the
issuance  of  10,000  new  investment  shares,  5,000  each  to  each of our two
Officers/Directors, for services during our development stage, valued at $1,000,
calculated at $0.10 per share. These most recent issuances are not yet reflected
on  our  financial statements. Our principal consultant provides us with most of
our management and support services and bills us on a time/fee basis. We believe
that  the  true cost of doing business is adequately reflected in those billings
included  in  our financial statements. During 1999, Intrepid International, our
principal  shareholder,  and  principal  consultant,  was  paid  $70,000  for
professional  services  and  advances  rendered  to  or  for our corporation. At
December  31,  1999,  a  prepaid  expense  remained of $18,438. During 2000, the
prepaid  was  used up and a payable of $435, was recorded. These amounts include
Legal and Professional expenses and costs, as well as reimbursement for advances
for  auditing.

                                       10


                         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.

                                    TABLE A/B
                                  COMMON STOCK
                 OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE

Name and Address of Beneficial Owner . . . . .   # Shares        %
------------------------------------------------------------------
Pete Chandler. . . . . . . . . . . . . . . . .      5,000     0.10
430 4th Street
Ogden UT 84404
------------------------------------------------------------------
Robert Waddell . . . . . . . . . . . . . . . .      5,000     0.10
1934 Man O' War Ct.
Richmond TX 77469
------------------------------------------------------------------
All Officers and Directors as a Group. . . . .     10,000     0.21
------------------------------------------------------------------
Intrepid International Ltd. (1). . . . . . . .  3,750,000    77.60
24843 Del Prado # 318
Dana Point, CA 92629
------------------------------------------------------------------
Carol Jean Gehlke, Trustee . . . . . . . . . .    250,000     5.17
Carol Jean Gehlke Living Trust, dtd 2/11/93
210 Lille Lane #317
Newport Beach CA 92663-2694
------------------------------------------------------------------
Thomas Felber, Trustee . . . . . . . . . . . .    250,000     5.17
Felber Marketing Inc. Profit Sharing Plan dtd
8/15/94
1950 Oak Hills Drive
Colorado Springs CO 80919
------------------------------------------------------------------
Reference Only:. . . . . . . . . . . . . . . .  4,832,500   100.00
Total Shares Issued and Outstanding
------------------------------------------------------------------


(1)  Please  see  Item  12,  Part  III, Relationships and Transactions, for more
extensive  disclosure  about Intrepid International and its owners and officers.

                                       11


 (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  the  Issuer.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Our  principal  shareholder,  Intrepid International, Ltd. is a provider of
corporate  services  to  us  and  bills  us  regularly  on a time-fee basis. The
3,750,000 share issued to Intrepid are for control during development only. They
are  expected  be  cancelled  in  whole  or  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 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.

     Kirt  W.  James,  and  J.  Dan  Sifford, Jr., are the executive officers of
Intrepid. A summary of Intrepid's billings and payments to Intrepid are provided
and  disclosed  in  Note  4  or  our  financial  statements.


   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.

 (C)  EXHIBITS.  Please  see  Exhibit  Index  following.


--------------------------------------------------------------------------------
                              Exhibit                                     Page
#      Table  Category  /  Description  of  Exhibit                      Number
--------------------------------------------------------------------------------
3.1     Articles of Incorporation                                         14
3.2     By-Laws                                                           16
--------------------------------------------------------------------------------
FA-00     Audited Financial Statements for the years ended December 31, 2000,
          1999 and from inception April 14, 1999.                         23
--------------------------------------------------------------------------------

                                       12


                                   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.

                                NETAIR.COM, INC.
Dated:  March  15,  2001
                                       by




/s/Pete Chandler          /s/Robert Waddell
   Pete  Chandler            Robert  Waddell
   president/director        secretary/director

                                       13


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

                  ARTICLES OF INCORPORATION: NetAir.com, Inc.
--------------------------------------------------------------------------------

                                       14


                            ARTICLES OF INCORPORATION
                                       OF
                               NetAir.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.

     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

                                       15


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

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

                                       16


                                     BY-LAWS
                                       OF
                                NETAIR.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.

     (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

                                       17


     (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
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

                                       18


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
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.

                                       19


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
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.

                                       20


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
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.

                                       21


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.

                                  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/ Robert Waddell
                                  Robert Wadell
                                    Secretary

                                       22


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

                          AUDITED FINANCIAL STATEMENTS
                                        OF
                                NETAIR.COM, INC

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

                                       23


--------------------------------------------------------------------------------
                                NETAIR.COM, INC.
                          (A Development Stage Company)
                              Financial Statements
                           December 31, 2000 and 1999
--------------------------------------------------------------------------------

                                       24


                                    CONTENTS

Independent  Auditor's  Report

Balance  Sheet

Statements  of  Operations

Statements  of  Stockholders'  Equity

Statements  of  Cash  Flows

Notes  to  the  Financial  Statements

                                       25


                          Independent Auditors' Report


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

We  have  audited  the  accompanying  balance  sheet  of  NetAir.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
14,  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  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 NetAir.Com, Inc. as of December
31, 2000 and 1999 and the results of its operations and cash flows for the years
ended  December  31,  2000 and 1999 and from inception on April 14, 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

                                       26


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


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

ASSETS

Current  Assets
    Cash                                        $     3,782          $     7,800
     Prepaid  Expenses  (  Note  4)                       0               18,438
                                               ---------------------------------
      Total  Current  Assets                          3,782               26,238
                                               ---------------------------------
      Total  Assets                            $      3,782          $    26,238
                                               =================================
LIABILITIES  &  STOCKHOLDERS'  EQUITY

Current  Liabilities
Accounts Payable-related party (Note 4)        $        435          $         0
                                               ---------------------------------
        Total  Liabilities                              435                    0
                                               ---------------------------------
   Stockholders'  Equity

Common stock, par value $.001; 100,000,000
shares authorized, 4,832,500 and 4,822,500
shares issued and outstanding, respectively      4,833                     4,823
Additional paid-in capital                      99,990                    99,000
Deficit accumulated during
the development stage                         (101,476)                 (77,585)
                                               ---------------------------------
        Total  Stockholders'  Equity             3,347                    26,238
                                               ---------------------------------
Total Liabilities and Stockholders' Equity   $   3,782               $    26,238
                                             ===================================

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

                                       27


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


<TABLE>
<CAPTION>
<S>                                    <C>                <C>               <C>
                                                                                  From
                                                                                Inception
                                          For  the         From  April         (April  14,
                                        Year  Ended        14, 1999 to          1999)  to
                                        December  31,     December  31,       December  31,
                                            2000               1999                2000
--------------------------------------------------------------------------------------------

Revenue                               $         2,000     $          0     $         2,000
                                      ------------------------------------------------------
General and administrative expense             25,891           77,585             103,476
                                      ------------------------------------------------------
Net  income  (loss)                   $       (23,891)    $    (77,585)    $      (101,476)
                                      ======================================================
Net  income  (loss)  per  share       $          (.01)    $       (.02)    $          (.02)
                                      ======================================================
Weighted average outstanding shares         4,829,500        4,627,300           4,728,400
                                      ======================================================
</TABLE>

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

                                       28


                                NETAIR.COM, INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
                    For the Period April 14, 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 14, 1999                             0     $          0        $         0     $           0
Shares issued for services
during  1999                       3,822,500            3,823                  0                 0
Shares issued for cash
during 1999                        1,000,000            1,000             99,000                 0
Net Loss for the period
ended December 31, 1999                    0                0                  0          (77,585)
                                   ---------------------------------------------------------------
Balance December 31, 1999          4,822,500     $      4,823        $    99,000     $    (77,585)
Shares issued for
services during 2000                  10,000               10                990                 0
Net Loss for the year
ended December 31, 2000                    0                0                  0          (23,891)
                                   ---------------------------------------------------------------
Balance  December  31,  2000       4,832,500     $      4,833        $    99,990     $   (101,476)
                                   ===============================================================
</TABLE>

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

                                       29


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

<TABLE>
<CAPTION>
<S>                                   <C>                  <C>                <C>
                                                                                        From
                                                                                     Inception
                                            For  the           From  April         (April  14,
                                          Year  Ended         14,  1999  to         1999)  to
                                         December  31,         December  31,      December  31,
                                             2000                 1999                2000
-----------------------------------------------------------------------------------------------

Cash  Flow  Used  By  Operations:
Net  Loss                                 $     (23,891)     $     (77,585)     $     (101,476)
     Adjustment  to  reconcile  net  loss  to
     net  cash  used  by  operations:
          Stock  issued  for  services            1,000              3,822               4,822
     Changes  in  assets  &  liabilities:
          Prepaid  Expenses                      18,438            (18,438)                  0
          Accounts  payable                         435                  0                 435
                                         -----------------------------------------------------
Net  Cash  Flows  Used  in
   Operating  Activities                         (4,018)           (92,200)           (96,219)
                                         -----------------------------------------------------
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                     (4,018)             7,800              3,782

Cash-Beginning  of  Period                        7,800                  0                  0
                                         ----------------------------------------------------
Cash-End  of  Period                      $       3,782     $        7,800       $      3,782
                                          ===================================================
Supplemental  Cash  Flow  Information:
Cash  Paid  for:
     Interest                             $           0     $            0       $          0
     Taxes                                $           0     $            0       $          0
</TABLE>

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

Non-Cash  Financing  Activities
     The Company issued 3,822,500 shares of common stock for organization costs.
These  costs  were  valued  at  $3,823  and  expensed  in  1999.
    The  Company  issued  10,000  shares  of common stock for services valued at
$1,000  during  2000.

                                       30


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

NOTE-1-     SIGNIFICANT  ACCOUNTING  POLICIES

     a.  Organization

    NetAir.Com,  Inc.  ("the  Company")  was  incorporated under the laws of the
State of Nevada on April 14, 1999.  The Company intends to enter the business of
aircraft  appraisal  and  wholesaling of aircraft to retail dealers and aircraft
brokers  principally  via  the  internet.  The Company is currently inactive and
searching  for  a  merger  candidate.

     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 $101,000 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                         $      28,280
     Valuation  allowance                                (28,280)
                                                   --------------
     Total                                         $           0
                                                   ==============

                                       31


                                NETAIR.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 $3,823 of organization costs in 1999.  These costs,
which  were  paid  by  shareholders  of the Company were exchanged for 3,822,500
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  find  an  operating company to merge with, 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 $70,000 for
professional  services  rendered to the Company.  At December 31, 1999 a prepaid
expense remained of $18,438.  During 2000, the prepaid was used up and a payable
exists  of  $435  to  this  related  party.

NOTE  5  -  PRIOR  PERIOD  RESTATEMENT

       The  financial  statements  for  the  period ended December 31, 1999 were
restated  to reflect a prepaid expense of $18,438 from a related party (See Note
4).  This  change  also  affected  the  statement  of  operations  by decreasing
expenses  by  $18,438.  The  cash  flow statement and statement of stockholders'
equity  were  also  adjusted.

                                       32