<PAGE>   1


                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  FORM 10-QSB



            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2000

                         Commission File No. 000-28243


                                parts.com, Inc.
                                ---------------
             (Exact Name of Registrant as specified in its Charter)


                   NEVADA                                88-0344869
                   ------                                ----------
        (State or Other Jurisdiction                   (IRS Employer
      of Incorporation or Organization)              Identification No.)


            121 EAST FIRST STREET
              SANFORD, FLORIDA                                 32771
              -----------------                              --------
    (Address of Principal Executive Offices)                (Zip Code)


                  Registrant's telephone number:(407) 302-1314

              Former name, former address and former fiscal year,
                       If changed since last report: N/A


Check whether the Registrant (1) has filed all reports to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such a 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.

                               [X] YES     [ ] NO



As of May 10, 2000, there were 23,871,906 shares of common stock outstanding.





<PAGE>   2

PART I.              FINANCIAL INFORMATION

                                                                           Page
                                                                           ----
Item 1.     Index to Financial Statements

PARTS.COM, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets at
      March 31, 2000 and December 31, 1999                                 3-4

Consolidated Statements of Operations for the Three
      Months Ended March 31, 2000 and 1999                                   5

Consolidated Statement of Stockholders' Equity for
      the Three Months Ended March 31, 2000                                  6

Consolidated Statements of Cash Flows for the
      Three Months Ended March 31, 2000 and 1999                           7-8

Notes to Consolidated Financial Statements                                9-12

Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations                13-14

Other Information and signatures                                            15




SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Reference is made in particular to the description of our plans and objectives
for future operations, assumptions underlying such plans and objectives, and
other forward-looking statements included in this report. Such statements may
be identified by the use of forward-looking terminology such as "may," "will,"
"expect," "believe," "estimate," "anticipate," "intend," "continue," or similar
terms, variations of such terms or the negative of such terms. Such statements
are based on management's current expectations and are subject to a number of
factors and uncertainties, which could cause actual results to differ
materially from those described in the forward-looking statements. Such
statements address future events and conditions concerning capital
expenditures, earnings, regulatory matters, markets for products and services
and liquidity and capital resources. Actual results in each case could differ
materially from those anticipated in such statements by reason of factors such
as future economic conditions, changes in consumer demand, legislative,
regulatory and competitive developments in markets in which we operate, and
other circumstances affecting anticipated revenues and costs. We expressly
disclaim any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any
change in our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. Additional
factors that could cause such results to differ materially from those described
in the forward-looking statements are set forth in connection with the
forward-looking statement.




                                       2
<PAGE>   3

                         PARTS.COM, INC. AND SUBSIDIARY
                         (FORMERLY MIRACOM CORPORATION)
                          CONSOLIDATED BALANCE SHEETS


                                     ASSETS


                                                     March 31,     December 31,
                                                       2000            1999
                                                   -----------     ------------
                                                   (unaudited)

CURRENT ASSETS:

    Cash                                           $   101,068     $ 1,180,833
    Accounts receivable trade, net
           of allowance for doubtful accounts
           $63,885 and $53,885, respectively            41,180          50,597
    Inventory                                           54,589          54,589
    Prepaid expenses and other current
           assets                                      876,328          77,824
                                                   -----------     -----------

         Total Current Assets                        1,073,165       1,363,843
                                                   -----------     -----------
PROPERTY AND EQUIPMENT, net of
    accumulated depreciation of
    $151,371 and $126,284, respectively                917,164         823,221

DEFERRED LOAN COSTS, net of
    accumulated amortization of
    $13,939 and $10,137, respectively                  244,561         248,363

OTHER ASSETS, net of
    accumulated amortization of
    $372,580 and $235,526, respectively                654,079         415,400

PATENT, net of accumulated amortization
    of $570,400 and $249,550, respectively           5,846,600       6,167,450

EXCESS OF COST OVER FAIR VALUE
    OF NET ASSETS ACQUIRED,
    net of accumulated
    amortization of $496,936
    and $380,288, respectively                       1,835,842       1,952,490
                                                   -----------     -----------

    Total Assets                                   $10,571,411     $10,970,767
                                                   ===========     ===========











                            See Accompanying Notes




                                       3
<PAGE>   4

                         PARTS.COM, INC. AND SUBSIDIARY
                         (FORMERLY MIRACOM CORPORATION)
                     CONSOLIDATED BALANCE SHEETS, CONTINUED


                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                 March 31,        December 31,
                                                   2000               1999
                                               ------------       ------------
                                                (unaudited)

CURRENT LIABILITIES:

    Accounts payable and accrued expenses      $    910,898       $    565,814
    Other current liabilities                       318,200            158,352
    Current portion of mortgages payable              1,428              1,428
    Current portion of capitalized leases                --             10,113
    Deferred revenue                              1,263,015            586,000
                                               ------------       ------------

         Total Current Liabilities                2,493,541          1,321,707

LONG TERM PORTION OF BANK NOTE AND
    MORTGAGES PAYABLE                               397,457            397,976

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

         Total Liabilities                        2,890,998          1,719,683
                                               ------------       ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

    Preferred Stock, $.001 par value,
    10,000,000 shares authorized,
    no shares issued and outstanding                     --                 --

    Common Stock, $.001 par value,
    50,000,000 shares authorized,
    23,263,206 and 23,051,206 shares
    issued and outstanding, respectively             23,263             23,051

    Additional paid-in capital                   18,808,378         16,090,049

    Accumulated deficit                         (11,151,228)        (6,862,016)
                                               ------------       ------------

         Total Stockholders' Equity               7,680,413          9,251,084
                                               ------------       ------------
         Total Liabilities and
               Stockholders' Equity            $ 10,571,411       $ 10,970,767
                                               ============       ============




                             See Accompanying Notes




                                       4
<PAGE>   5

                         PARTS.COM, INC. AND SUBSIDIARY
                         (FORMERLY MIRACOM CORPORATION)
                     CONSOLIDATED STATEMENTS OF OPERATIONS


                                                      Three Months Ended
                                                           March 31
                                                  2000                1999
                                              ------------      ---------------
                                               (unaudited)        (unaudited)

NET SALES                                    $     45,244         $    451,782

COST OF SALES                                     280,641              335,544
                                             ------------         ------------

         GROSS (LOSS) PROFIT                     (235,397)             116,238
                                             ------------         ------------
SELLING, GENERAL AND ADMINISTRATIVE
    EXPENSES                                    1,649,758              497,268

AMORTIZATION                                      534,847               82,033

DEPRECIATION                                       25,087               15,186

STOCK BASED COMPENSATION                        1,836,661              253,000

INTEREST, NET                                       7,462                3,832
                                             ------------         ------------

         TOTAL EXPENSES                         4,053,815              851,319
                                             ------------         ------------

NET LOSS                                     $ (4,289,212)        $ (  735,081)
                                             ============         ============
BASIC AND DILUTED NET LOSS
    PER COMMON SHARE                         $       (.19)        $       (.06)
                                             ============         ============
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                     23,103,299           11,443,247
                                             ============         ============

















                             See Accompanying Notes




                                       5
<PAGE>   6

                         PARTS.COM, INC. AND SUBSIDIARY
                         (FORMERLY MIRACOM CORPORATION)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
             FOR THE THREE MONTHS ENDED MARCH 31, 2000 (unaudited)

<TABLE>
<CAPTION>

                                        Common Stock                             Additional
                                  -----------------------                          Paid In         Accumulated
                                    Shares        Amount         Capital           Deficit            Total
                                  ----------      -------      -----------      ------------       -----------
<S>                               <C>             <C>          <C>              <C>                <C>

Balance - December 31, 1999       23,051,206      $23,051      $16,090,049      $ (6,862,016)      $ 9,251,084

Issuance of stock options to
   directors                              --           --          206,326                --           206,326

Issuance of common stock to
   directors                          60,000           60          719,040                --           719,100

Issuance of common stock
   for NASCAR sponsorship             34,000           34          550,766                --           550,800

Issuance of common stock
   for services                      118,000          118        1,242,197                --         1,242,315

Net loss for the period                   --           --               --        (4,289,212)       (4,289,212)
                                  ----------      -------      -----------      ------------       -----------

Balance - March 31, 2000          23,263,206      $23,263      $18,808,378      $(11,151,228)      $ 7,680,413
                                  ==========      =======      ===========      ============       ===========

</TABLE>











                             See Accompanying Notes




                                       6
<PAGE>   7

                         PARTS.COM, INC. AND SUBSIDIARY
                         (FORMERLY MIRACOM CORPORATION)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                         Three Months Ended
                                                              March 31
                                                    ---------------------------
                                                        2000            1999
                                                    -----------      ---------
                                                    (unaudited)     (unaudited)
 CASH FLOWS FROM OPERATING
  ACTIVITIES:

  Net loss                                          $(4,289,212)     $(735,081)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
       Amortization                                     534,847         82,033
       Depreciation                                      25,087         15,186
       Stock based compensation                       1,836,661        253,000

  Changes in operating assets and liabilities:
             Receivables                                  9,417        (65,362)
             Prepaid expenses and other
                       current assets                  (247,704)       150,000
             Deferred revenue                           677,015       (197,500)
             Accounts payable and accrued
                 expenses                               354,795         62,561
             Other current liabilities                  159,848        (13,594)
                                                    -----------      ---------
  Net cash used in
       operating activities                            (939,246)      (448,757)
                                                    -----------      ---------
CASH FLOWS FROM INVESTING
  ACTIVITIES:

  Payments for property and
       equipment                                       (119,027)       (40,215)
  Payments for other assets                             (10,860)       (21,000)
                                                    -----------      ---------
  Net cash used in
       investing activities                            (129,887)       (61,215)
                                                    -----------      ---------

 CASH FLOWS FROM FINANCING
    ACTIVITIES:

    Repayments of other liabilities                          --         (9,500)
    Repayments of bank note payable                        (519)       (13,132)
    Repayments of capitalized leases                    (10,113)        (8,292)
    Proceeds from issuance of
         common stock                                        --        568,524
                                                    -----------      ---------
    Net cash (used in) provided by
         financing activities                           (10,632)       537,600
                                                    -----------      ---------

(DECREASE) INCREASE IN CASH                          (1,079,765)        27,628

CASH, AT BEGINNING OF PERIOD                          1,180,833         65,509
                                                    -----------      ---------

CASH, AT END OF PERIOD                              $   101,068      $  93,137
                                                    ===========      =========




                                       7
<PAGE>   8

                         PARTS.COM, INC. AND SUBSIDIARY
                         (FORMERLY MIRACOM CORPORATION)
                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED


                                                          Three Months Ended
                                                               March 31
                                                       ------------------------
                                                           2000         1999
                                                       -----------  -----------
                                                       (unaudited)  (unaudited)

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:

Cash paid during the period for:
     Interest                                            $14,902      $3,092
                                                         =======      ======



SUPPLEMENTAL SCHEDULE OF NON
CASH INVESTING & FINANCING
ACTIVITIES:

Three Months Ended March 31, 2000:

Issuance of 34,000 shares of common stock, valued at $550,800, to Mars
     Incorporated in connection with the Company's associate sponsorship of a
     NASCAR Winston Cup race car.

Issuance of 60,000 shares of common stock in connection with the appointment of
     two independent directors, in the aggregate amount of $719,100.

Issuance of 113,000 shares of common stock in connection with employment
     contracts and employee bonuses, in the aggregate amount of $1,236,415.

Issuance of 5,000 shares of common stock in payment of $5,900 of consulting
     fees


Three Months Ended March 31, 1999:


Issuance of 100,000 shares of common stock, valued at $331,870, in payment of
     deferred consulting fees.

















                             See Accompanying Notes



                                       8
<PAGE>   9

                         PARTS.COM, INC. AND SUBSIDIARY
                         (FORMERLY MIRACOM CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


1.       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

                  ORGANIZATION - parts.com, Inc. ("the Company") is a provider
         of Internet-based business and online buying solutions. The Company
         (formerly Miracom Corporation) was incorporated in Nevada on September
         13, 1995, under the name I.E.L.S., Inc., which had no revenue and
         insignificant expenses, assets and liabilities and whose common stock
         was traded on the OTC, Bulletin Board. Effective January 5, 2000, the
         Company changed its name from Miracom Corporation to parts.com, Inc.

                  ACQUISITIONS - Effective September 30, 1998, the Company
         acquired all of the assets and business operations and assumed all of
         the outstanding liabilities of MTV Pinnacle Advertising Group, Inc.
         ("MTV") and United Equity Partners, Inc. ("UEP") in exchange for the
         issuance of an aggregate of 732,000 shares of the Company's Common
         Stock. MTV was engaged in the business of providing full service
         advertising to commercial customers and UEP was engaged in the
         business of providing Internet hardware and software solutions. The
         purchase price was allocated to the assets acquired based upon their
         estimated fair values at the date of acquisition. The excess of the
         purchase price over the fair value of the net assets acquired was
         approximately $811,000 and is being amortized on a straight line basis
         over 5 years, beginning October 1, 1998. The purchase price of
         $329,400 was determined by valuing the 732,000 shares of the Company's
         Common Stock at $.45 per share, which represents a 10% discount from
         market on the date of the acquisition. Market price for the Company's
         Common Stock was determined based upon private sales to unrelated
         parties, since no active trading market existed at that time.

                  On May 28, 1999, the Company acquired all of the assets and
         business operations and assumed all of the outstanding liabilities of
         LiveCode, Inc. ("LiveCode") a closely held corporation in exchange for
         600,000 shares of the Company's Common Stock and a promissory note in
         the original principal amount of $20,000. LiveCode was engaged in the
         business of software development and from its inception through May
         28, 1999, its major source of operating revenues was from services
         performed under one contract for UEP. The purchase price of $1,521,800
         was determined by valuing the 600,000 shares of the Company's Common
         Stock at $2.50 per share, which represents a 10% discount from market,
         based upon the average of the high and low trading prices on the OTC
         Bulletin Board on May 28, 1999, plus the promissory note of $20,000.

                  Approximately $47,000 was distributed to the LiveCode
         stockholders as of the effective date of the acquisition. Subsequent
         to the acquisition, the operations of LiveCode were merged into the
         Company. The excess of the purchase price over the fair value of the
         net assets acquired was $1,521,800 and is being amortized on a
         straight line basis over 5 years beginning June 1, 1999.

                  On October 21, 1999, the Company acquired all of the
         outstanding Common Stock of FlexRadio, Inc. ("Flex") for 6,200,000
         shares of the Company's Common Stock. The majority stockholders of
         Flex were also stockholders, directors and officers of the Company.
         Under the terms of the purchase, the Company obtained the rights to
         Flex's provisional patent application (its sole asset) for a radio
         frequency detection and reporting service for providing real time
         research. From its inception through October 21, 1999, Flex had no
         significant operations. Flex will be able to improve current methods
         of monitoring consumers radio listening habits which to this date,
         utilizes paper, telephone and limited electronic surveys to quantify
         and tabulate data for the advertising industry. Flex intends to
         provide improved customer service by assisting clients in making
         advertising/media decisions which best fit their needs.




                                       9
<PAGE>   10

                         PARTS.COM, INC. AND SUBSIDIARY
                         (FORMALLY MIRACOM CORPORATION)
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (unaudited) Continued

                  The purchase price of Flex was based upon an independent
         valuation of the estimated fair value of Flex as of the date of
         acquisition. The 6,200,000 shares were valued at $1.035 per share,
         which represents a 10% discount from the market price per share based
         upon the average high and low trading prices on October 21, 1999 as
         reported on the OTC Electronic Bulletin Board. The total purchase price
         of $6,417,000 was allocated to Flex's provisional patent application
         which represented Flex's sole asset at the date of acquisition.

                  The above acquisitions were accounted for by the purchase
         method of accounting for business combinations. Accordingly, the
         accompanying consolidated statements of operations do not include any
         revenues, costs or expenses related to these acquisitions prior to
         their respective closing dates.

                  INTERIM RESULTS AND BASIS OF PRESENTATION - The unaudited
         financial statements as of March 31, 2000 and for the three month
         periods ended March 31, 2000 and 1999 have been prepared by us and are
         unaudited. In our opinion, the unaudited financial statements have been
         prepared on the same basis as the annual financial statements and
         reflect all adjustments, which include only normal recurring
         adjustments, necessary to present fairly the financial position as of
         March 31, 2000 and the results of our operations and cash flows for the
         three month periods ended March 31, 2000 and 1999. The financial data
         and other information disclosed in these notes to the interim financial
         statements related to these periods are unaudited. The results for the
         three month period ended March 31, 2000 are not necessarily indicative
         of the results to be expected for any subsequent quarter or the entire
         fiscal year ending December 31, 2000. The balance sheet at December 31,
         1999 has been derived from the audited financial statements at that
         date.

                  Certain information and footnote disclosures normally included
         in financial statements prepared in accordance with accounting
         principles generally accepted in the United States have been condensed
         or omitted pursuant to the Securities and Exchange Commission's rules
         and regulations. It is suggested that these unaudited financial
         statements be read in conjunction with our audited financial statements
         and notes thereto for the year ended December 31, 1999 as included in
         our report on Form 10-KSB as filed with the SEC on March 16, 2000.

                  PRINCIPLES OF CONSOLIDATION - The accompanying consolidated
         financial statements at March 31, 2000, include the accounts of the
         Company and its wholly-owned subsidiary Flex. All significant
         intercompany transactions and balances have been eliminated for the
         periods presented.

                  CONTINUED OPERATIONS - The accompanying consolidated financial
         statements have been prepared on a going concern basis, which
         contemplates the realization of assets and satisfaction of liabilities
         in the normal course of business. Since its inception, the Company has
         continued to suffer recurring losses from operations that to date,
         total $11,151,228. At March 31, 2000, the Company had a working capital
         deficit of $1,420,376. These factors among others may indicate the
         Company will be unable to continue as a going concern for a reasonable
         period of time. The accompanying consolidated financial statements do
         not include any adjustments relating to the outcome of this
         uncertainty.




                                       10
<PAGE>   11

                                 PARTS.COM, INC.
                         (FORMALLY MIRACOM CORPORATION)
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (unaudited) Continued

                  LIQUIDITY AND PLAN OF OPERATIONS - As of March 31, 2000, the
         Company had cash of $101,068 and a working capital deficit of
         $1,420,376.

                  The Company's continuation as a going concern is dependant
         upon its ability to generate sufficient cash flow to meet its
         obligations on a timely basis. The Company's primary source of
         liquidity has been from the cash generated by its operations and
         through the private placement of equity and debt securities. The
         Company is presently developing its infrastructure and ramping up
         operations of its two business divisions in order to eventually achieve
         profitable operations. However, there can be no assurance that the
         Company will be successful in achieving profitability or acquiring
         additional capital or that such capital, if available, will be on terms
         and conditions favorable to the Company. Based upon its current
         business plan, the Company believes it will generate sufficient cash
         flow through operations and external sources of capital to continue to
         meet its obligations in a timely manner.

                  USE OF ESTIMATES - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reported period.
         Actual results could differ from these estimates.

                  REVENUE AND EXPENSE RECOGNITION - Revenues are generally
         recognized when the service has been performed and related costs and
         expenses are recognized when incurred. Contracts for the development of
         software that extend over more than one reporting period are accounted
         for using the percentage-of-completion method of accounting. Revenue
         recognized at the financial statement date under these contracts is
         that portion of the total contract price that costs expanded to date
         bears to the total anticipated final cost, based on current estimates
         of cost to complete. Revisions in total costs and earnings estimates
         during the course of the contract are reflected in the accounting
         period in which the circumstances necessitating the revisions become
         known. At the time a loss on a contract becomes known the entire amount
         of the estimated loss is recognized in the financial statements. Costs
         attributable to contract disputes are carried in the accompanying
         balance sheet only when realization is probable. Amounts received on
         contracts in progress in excess of the revenue earned, based upon the
         percent of completion method, are recorded as deferred revenue and the
         related costs and expenses incurred are recorded as deferred costs.

                  Parts.com transaction fee revenues on wholesale and consumer
         sales are recognized at the time the transaction is completed. Because
         individual sellers, rather than the Company deliver the actual product
         to complete the sale, the Company will have no cost of goods sold,no
         procurement, carrying or shipping costs and no inventory. A substantial
         majority of end user accounts will be settled by directly charging
         credit card numbers provided by sellers. Provisions for estimated
         uncollectible accounts and authorized credits are recorded as
         percentages of revenues at the time of revenue recognition.

                  The Company charges annual territory fees to customers based
         upon each level of distribution and vehicle line that the customer
         purchases. Annual fees will be amortized into income over a period of
         12 months commencing after March 31, 2000, and after the customer
         begins fulfilling parts orders for the web site. Unamortized fees are
         recorded as deferred revenue. Sales commissions associated with annual
         territory fees will be recorded as prepaid expenses and will be charged
         against income as




                                       11
<PAGE>   12

                         PARTS.COM, INC. AND SUBSIDIARY
                         (FORMALLY MIRACOM CORPORATION)
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (unaudited) Continued

         the related revenue is recognized. The Company's e-commerce web site
         became operational on January 23, 2000. During the three months ended
         March 31, 2000, the Company recognized minimal amounts of revenue from
         e-commerce transactions and recorded no revenue from territory fees.

                  Reallyknow.com revenues and all costs and expenses related to
         sales of Kiosks will be recognized at the time the products are
         delivered. In connection with the implementation of its current
         business plan for ReallyKnow.com which concentrates the Company's
         advertising activities in the e-commerce sector, the Company is no
         longer actively involved in the production of radio and television
         advertising. For the three months ended March 31, 2000 and the period
         ended March 31, 1999, the Company generated gross revenues of
         approximately $3,000 and $250,000, respectively, from the production of
         radio and television media.

                  NET LOSS PER SHARE OF COMMON STOCK - The basic and diluted net
         loss per common share in the accompanying consolidated statements of
         operations are based upon the net loss divided by the weighted average
         number of shares outstanding during the periods presented. Diluted net
         loss per common share is the same as basic net loss per common share
         since the inclusion of all potentially dilutive common shares that
         would be issuable upon the exercise of outstanding stock options would
         be anti-dilutive.

2.       MERCHANT ACCOUNT:

                  The Company maintains a merchant account for the electronic
         processing of its transactions with a credit card processor. Pursuant
         to the terms of the account, the Company is required to maintain a
         compensating balance of $100,000 which may be used by the credit card
         processor, if needed.

3.       PREPAID EXPENSES AND OTHER CURRENT ASSETS:

                  On February 11, 2000, the Company, in connection with M&M/Mars
         Incorporated entered into an agreement to be an associate sponsor of a
         NASCAR Winston Cup race car for the entire NASCAR season from February
         17, 2000 through November 19, 2000. The Company made an initial payment
         of $200,000 and is committed to make an additional payment of $200,000
         in May 2000. The Company also issued 34,000 shares of Common Stock,
         valued at $550,800, to Mars Incorporated. These costs are being
         amortized over the 2000 NASCAR season. At March 31, 2000, approximately
         $719,000 related to this agreement is included in prepaid expenses and
         other current assets.

4.       STOCKHOLDERS'  EQUITY:

                  The Company has adopted the disclosure-only provisions of SFAS
         No. 123. Accordingly, no compensation expense has been recognized for
         the issuance of stock options to employees as all options had an
         exercise price at or above the market price on the date of issuance.
         For the three months ended March 31, 2000, employees of the Company
         were issued options to purchase a total of 454,000 shares of the
         Company's Common Stock, at exercise prices ranging from $11.00 to
         $20.00 per share expiring March 2005 (unrecognized imputed charge of
         $4,459,027 or $0.19 per share.)

5.       RELATED PARTY TRANSACTIONS:

                  During the three months ended March 31, 2000, the Company
         issued a total of 80,000 shares of Common Stock to an officer and a key
         employee in payment of bonuses, at a per share price of $9.90 for an
         aggregate of $792,000.

6.       SUBSEQUENT EVENT:

                  Subsequent to March 31, 2000, the Company sold 571,200 shares
         of its common stock at $2 to $4 per share to a group of accredited
         investors. Proceeds to the Company from the sale of these shares was
         $1.13 million, net of $50,000 in offering related expenses.


                                       12
<PAGE>   13

Item 2.
-------

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S
FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED IN THIS QUARTERLY REPORT, AS
WELL AS THE FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED IN THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1999 AS FILED WITH
THE SEC ON MARCH 16, 2000.

Overview

As noted in the Company's Report of Independent Certified Public Accountants
included in the Company's Form 10-KSB for the year ended December 31, 1999, the
Company has experienced significant operating losses and an accumulated deficit
which raise doubt about the Company's ability to continue as a going concern.
The Company incurred additional net losses of $4,289,212 for the three months
ended March 31, 2000 and had an accumulated deficit of $11,151,228 at March 31,
2000. The Company is continuing its efforts to increase its sales volume and
attain a profitable level of operations. However, there is no assurance that the
Company's efforts will be successful. There are many events and factors in
connection with the development of, manufacture and sale of the Company's
products over which the Company has little or no control, including without
limitation, marketing difficulties, lack of market acceptance of our products,
superior competitive products based on future technological innovation and
continued growth of e-commerce businesses. There can be no assurance that future
operations will be profitable or will satisfy future cash flow requirements.

Results of Operations-Three Months Ending March 31, 2000

During the three months ended March 31, 2000, total revenues amounted to $45,244
versus last year's revenue of $451,782. The company is in a state of transition
with its expansion focused on its parts.com e-commerce business-to-business
exchange and the further development of its online real-time data gathering
business, ReallyKnow.com. The Company has collected approximately $1.3 million
in annual territory fees from dealerships participating in its e-commerce
initiative. These amounts have been recorded as deferred revenue at March 31,
2000. The launch of the Company's web site occurred in late-January, 2000, and
as a result, the Company processed a minimal amount of transactions for the
quarter. As such, the Company will now recognize these annual territory fees as
income on a quarterly basis beginning April 1, 2000. In connection with the
implementation of its current business plan for ReallyKnow.com which
concentrates the Company's advertising activities in the e-commerce sector, the
Company is no longer actively involved in the production of radio and television
advertising. For the three months ended March 31, 2000 and the three months
ended March 31, 1999, the Company generated gross revenues of approximately
$3,000 and $250,000, respectively, from the production of radio and television
media. Additionally, for the three months ended March 31, 1999, the Company
recognized $198,000 in software development revenue for services related to a
contract that was deferred at December 31, 1998.

The Company generated gross profit of $116,000 for the three months ended March
31, 1999 compared to a gross loss of $235,000 for the three months ended March
31, 2000. The primary reason for the change from a positive profit margin to a
negative margin is due to the Company focusing its efforts and resources on
selling auto parts over its web site in 2000. Significant expenditures incurred
during the three months ended March 31, 2000 include website hosting costs and
related telephone, internet and T-1 expenses, as well as technical support
salaries. The Company generated minimal transactions from its website in the
first quarter of 2000 and recognized no related territory fees. Territory fees
collected through March 31, 2000 have been recorded as deferred revenue and
will be amortized as income over the twelve-month period commencing April 1,
2000. The Company anticipates a steady increase in website transactions as its
product becomes known and gains market acceptance; however there can be no
assurance that such market acceptance shall be attained.

Operating and other expenses increased $3,202,496 or 376% for the three months
ended March 31, 2000 compared to the same period last year as a result of
several factors. In the current quarter, the Company spent $190,000 in marketing
and advertising costs in connection with the launch of the web site parts.com,
its e-commerce business-to-business exchange, at the National Automobile Dealers
Association convention in Orlando, Florida. Additionally, the Company incurred
$240,000 in expenses related to its marketing efforts through NASCAR and its
associate sponsorship with M&M's/Mars Incorporated. The Company also increased
its workforce from 18 full-time employees and 0 outside consultants at March 31,
1999 to 47 full-time employees and 3 full-time programmer/developer outside
consultants at March 31, 2000. Finally, in the quarter ended March 31, 2000, the
Company spent more than $125,000 in professional fees (accounting and legal)
directly attributable to becoming a "reporting" entity with the SEC as a result
of new guidelines established by the NASD. Depreciation and amortization for the
three months ended March 31, 2000 rose $462,715 or 475% to $559,934 as a result
of amortization of goodwill associated with the Company's Livecode acquisition
(May 1999) and the acquisition of the FlexRadio patent (October 1999), not
present in the same period in the prior year. Stock based compensation totaled
$1,836,661 for the three months ended March




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31, 2000 as compared to $253,000 for the same period last year reflecting a
conservation of cash resources by management.

Liquidity and Sources of Capital

During the three months ended March 31, 2000, the Company's operating cash
requirement was $939,246 attributable to a net loss of $4,289,212 mitigated by
non-cash charges for depreciation and amortization ($559,934) and stock based
compensation ($1,836,661). The net remaining shortfall was primarily funded by
$677,015 in territory fees received during the quarter. Partially offsetting
this funding were capital expenditures of $119,027 and the payment on
capitalized leases of $10,113.

Subsequent to March 31, 2000, the Company raised $1.13 million from the sale of
its common stock to a group of accredited investors. See Note 8 in the March 31,
2000 financial statements.

During the three months ended March 31, 1999, the Company's operating cash
requirement was $448,757 attributable to a net loss of $735,081 mitigated by
non-cash charges for depreciation and amortization ($97,219) and stock based
compensation ($253,000). The net remaining shortfall was primarily funded by the
net sale of common stock for $568,524. Partially offsetting this funding were
capital expenditures of $40,215 and the payment of capitalized leases and other
debt of $30,924. Stock based compensation valued at $253,000 was used to
conserve cash.

The ability of the Company to satisfy its obligations depends in part on its
ability to reach a profitable level of operations and secure both short and
long-term financing for the development and expansion of its two main business
divisions, parts.com and ReallyKnow.com. The Company is currently in
negotiations with financial institutions and other private lenders to provide
additional funding through equity or debt financing to fund its current business
plan. Without short or long-term financing, in order to meet its current and
future capital needs, the Company will depend on cash receipts from annual
territory fees, fee revenue generated from its e-commerce web site and proceeds
from the sale of additional shares of common stock. There can be no assurance,
however, that the Company will be successful in obtaining any such additional
financing through equity or debt financing.


Changes in securities and use of proceeds

Recent Sales of Unregistered Securities. The Company issued the following
unregistered securities during the three months ended March 31, 2000:

On January 1, 2000, the Company issued 5,000 shares to Eugene Gramzow, an
accredited investor, in respect of consulting services. The investor was
provided information about the Company or had access to such information, and
the investor was provided opportunities to ask questions of management
concerning the information provided or made available. The investor confirmed
in writing his investment intent, and the certificates for the securities bear
a legend accordingly.

From January 3, 2000 through March 29, 2000, the Company issued a total of
27,500 shares of common stock to 13 employees, one of whom was an accredited
investor, pursuant to employment agreements. The securities were issued in
reliance on Section 4(2) of the Securities Act. The investors were provided
information about the Company or had access to such information, and the
investors were provided opportunities to ask questions of management concerning
the information provided or made available. The investors confirmed in writing
their investment intent, and the certificates for the securities bear a legend
accordingly.

On February 11, 2000, the Board of Directors approved the issuance of 34,000
shares of common stock to Mars Incorporated in connection with a NASCAR
promotion. The Company is relying on the exemption from registration provided
under Section 4(6) since Mars Incorporated is an accredited investor, no
advertising or public solicitation was conducted in connection with the
transaction, and the Company filed a notice with the SEC.

From February 15, 2000 through March 29, 2000, the Company issued to two
employees a total of 5,500 shares of common stock as bonuses. The securities
were issued in reliance on Section 4(2) of the Securities Act. The investors
were provided information about the Company or had access to such information,
and the investors were provided opportunities to ask questions of management
concerning the information provided or made available. The investors confirmed
in writing their investment intent, and the certificates for the securities
bear a legend accordingly.

From February 28, 2000 through March 22, 2000, the Company issued a total of
60,000 shares of common stock to two directors of the Company, both accredited
investors. The investors were provided information about the Company or had
access to such information, and the investors were provided opportunities to
ask questions of management concerning the information provided or made
available. The investors confirmed in writing their investment intent, and the
certificates for the securities bear a legend accordingly.

On March 29, 2000, the Company issued to Ian Hart, an executive officer of the
Company and as such an accredited investor, and Jon Palazzo, an employee of the
Company, 50,000 shares of common stock and 30,000 shares of common stock,
respectively, as bonuses. The securities were issued in reliance on Section
4(2) of the Securities Act. The investors were provided information about the
Company or had access to such information, and the investors were provided
opportunities to ask questions of management concerning the information
provided or made available. The investors confirmed in writing their investment
intent, and the certificates for the securities bear a legend accordingly.

Item 6. Exhibits and reports on Form 8-K

        27 Financial Data Schedule (for SEC use only)

















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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  PARTS.COM, INC.



                                  By: /s/ Shawn D. Lucas
                                  ---------------------------------
                                          Shawn D. Lucas, President

                                      /s/ Ian J. Hart
                                      -----------------------------
                                          Ian J. Hart, Chief Financial Officer


Date: May 10, 2000






















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