<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 September 30, 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 November 13, 2000, there were 25,257,291 shares of common stock
outstanding.




<PAGE>   2

PART I.  FINANCIAL INFORMATION


Item 1.  Index to Financial Statements

PARTS.COM, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS                                       Page

Consolidated Balance Sheets at
      September 30, 2000 and December 31, 1999                           3-4

Consolidated Statements of Operations for the Three and
      Nine Months Ended September 30, 2000 and 1999                       5

Consolidated Statement of Stockholders' Equity for
      the Nine Months Ended September 30, 2000                            6

Consolidated Statements of Cash Flows for the
      Nine Months Ended September 30, 2000 and 1999                      7-8

Notes to Consolidated Financial Statements                               9-14

Item 2.  Management's Discussion and Analysis  of
         Financial Condition and Results of Operations.                 15-17

Other Information and signatures                                          18


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

                                                    September 30,  December 31,
                                                        2000          1999
                                                    -------------  ------------
                                                     (unaudited)

CURRENT ASSETS:

    Cash                                             $      105    $ 1,180,833
    Accounts receivable, net
         of allowance for doubtful accounts
         $77,863 and $53,885, respectively                5,636         50,597
    Inventory                                            54,589         54,589
    Prepaid expenses and other current
         assets                                         185,235         77,824
                                                     ----------    -----------

         Total Current Assets                           245,565      1,363,843
                                                     ----------    -----------
PROPERTY AND EQUIPMENT, net of
    accumulated depreciation of
    $224,614 and $126,284, respectively                 905,127        823,221

DEFERRED LOAN COSTS, net of
    accumulated amortization of
    $21,542 and $10,137, respectively                   236,958        248,363

OTHER ASSETS, net of
    accumulated amortization of
    $744,188 and $235,526, respectively                 288,141        415,400

PATENT, net of accumulated amortization
    of $1,212,100 and $249,550, respectively          5,204,900      6,167,450

EXCESS OF COST OVER FAIR VALUE
    OF NET ASSETS ACQUIRED,
    net of accumulated
    amortization of $730,249
    and $380,266, respectively                        1,602,529      1,952,490
                                                     ----------    -----------

    Total Assets                                     $8,483,220    $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

                                                  September 30,    December 31,
                                                      2000             1999
                                                  -------------    ------------
                                                   (unaudited)

CURRENT LIABILITIES:

    Accounts payable and accrued expenses         $    942,500     $    565,814
    Other current liabilities                          429,321          158,352
    Current portion of mortgages payable                 1,428            1,428
    Current portion of capitalized leases                   --           10,113
    Convertible promissory notes                       625,000               --
    Deferred revenue                                   648,194          586,000
                                                  ------------     ------------

         Total Current Liabilities                   2,646,443        1,321,707

LONG TERM PORTION OF BANK NOTE AND
    MORTGAGES PAYABLE                                  397,174          397,976

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

         Total Liabilities                           3,043,617        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,
    24,466,291 and 23,051,206 shares
    issued and outstanding, respectively                24,466           23,051

    Additional paid-in capital                      20,536,466       16,090,049

    Accumulated deficit                            (15,121,329)      (6,862,016)
                                                  ------------     ------------

         Total Stockholders' Equity                  5,439,603        9,251,084
                                                  ------------     ------------
         Total Liabilities and
               Stockholders' Equity               $  8,483,220     $ 10,970,767
                                                  ============     ============




                             See Accompanying Notes

                                       4

<PAGE>   5

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

<TABLE>
<CAPTION>

                                             Three Months Ended               Nine Months Ended
                                                September 30                     September 30
                                                (unaudited)                       (unaudited)
                                       -----------------------------     -----------------------------
                                           2000             1999             2000             1999
                                       ------------     ------------     ------------     ------------
<S>                                    <C>              <C>              <C>              <C>
NET SALES                              $    350,716     $    321,899     $    732,846     $  1,153,414

COST OF SALES                               215,442          256,921          684,839          876,552
                                       ------------     ------------     ------------     ------------

         GROSS PROFIT                       135,274           64,978           48,007          276,862
                                       ------------     ------------     ------------     ------------
SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES:

   Stock Based Employee Compensation         33,280               --        2,002,159          253,000

   Stock Based Consulting Fees              113,223           82,400          324,323          107,585

   Other                                    881,426          314,678        3,793,501        1,387,632

   Amortization                             451,296          161,924        1,426,063          353,887

   Depreciation                              26,132           14,191           98,330           44,667

INTEREST, NET (inclusive of noncash
 interest of $625,000 for 2000
 and $0 for 1999)                           640,680           22,163          662,944           44,632

ASSET IMPAIRMENT CHARGE                          --               --               --           74,000
                                       ------------     ------------     ------------     ------------

         TOTAL                            2,146,037          595,356        8,307,320        2,265,403
                                       ------------     ------------     ------------     ------------

NET LOSS                               $ (2,010,763)    $   (530,378)    $ (8,259,313)    $ (1,988,541)
                                       ============     ============     ============     ============
BASIC AND DILUTED NET LOSS
    PER COMMON SHARE                   $       (.08)    $       (.04)    $       (.35)    $       (.16)
                                       ============     ============     ============     ============
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING               24,393,003       13,740,447       23,786,981       12,640,338
                                       ============     ============     ============     ============
</TABLE>




                             See Accompanying Notes


                                       5

<PAGE>   6

                         PARTS.COM, INC. AND SUBSIDIARY
                         (FORMERLY MIRACOM CORPORATION)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 for cash
   in private placements, net of
   $66,840 in offering costs             1,178,585        1,178        1,483,780               --       1,484,958

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

Issuance of convertible debt with a
   beneficial conversion feature                --           --          625,000               --         625,000

Issuance of common stock for
   services                                176,500          177        1,412,271               --       1,412,448

Net loss for the period                         --           --               --       (8,259,313)     (8,259,313)
                                        ----------     --------     ------------     ------------     -----------

Balance - September 30, 2000            24,466,291     $ 24,466     $ 20,536,466     $(15,121,329)    $ 5,439,603
                                        ==========     ========     ============     ============     ===========
</TABLE>










                             See Accompanying Notes


                                       6

<PAGE>   7

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

<TABLE>
<CAPTION>

                                                                Nine Months Ended
                                                                  September 30
                                                          ---------------------------
                                                              2000            1999
                                                          -----------     -----------
                                                          (unaudited)     (unaudited)
<S>                                                       <C>             <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net loss                                                $(8,259,313)    $(1,988,541)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
       Amortization                                         1,426,063         353,887
       Depreciation                                            98,330          44,667
       Noncash interest expense                               625,000              --
       Stock based compensation                             2,326,482         360,585
       Asset impairment charge                                     --          74,000

  Changes in operating assets and liabilities:
             Receivables                                       44,961         (61,627)
             Inventory                                             --         (78,216)
             Prepaid expenses and other
                    current assets                            (63,911)        159,627
             Deferred revenue                                  62,194        (197,500)
             Accounts payable and accrued
                 expenses                                     373,976         162,733
             Other current liabilities                        270,969          24,562
                                                          -----------     -----------
  Net cash used in
       operating activities                                (3,095,249)     (1,145,823)
                                                          -----------     -----------
CASH FLOWS FROM INVESTING
  ACTIVITIES:

  Payments for property and
       equipment                                             (180,236)       (469,564)
  Payments for other assets                                    (4,286)        (20,780)
                                                          -----------     -----------
  Net cash used in
       investing activities                                  (184,522)       (490,344)
                                                          -----------     -----------
 CASH FLOWS FROM FINANCING
    ACTIVITIES:

    Borrowings under mortgages payable                             --         380,000
    Repayments of other liabilities                                --         (24,250)
    Proceeds from convertible promissory notes                625,000          50,000
    Proceeds from notes payable                               126,100              --
    Repayment of notes payable                               (126,100)             --
    Repayments of bank and other
         note payable                                            (802)        (25,968)
    Repayments of capitalized leases                          (10,113)        (15,729)
    Proceeds from issuance of
         common stock                                       1,484,958       1,228,524
                                                          -----------     -----------
    Net cash provided by financing
         activities                                         2,099,043       1,592,577
                                                          -----------     -----------

DECREASE IN CASH                                           (1,180,728)        (43,590)

CASH, AT BEGINNING OF PERIOD                                1,180,833          65,509
                                                          -----------     -----------
CASH, AT END OF PERIOD                                    $       105     $    21,919
                                                          ===========     ===========
</TABLE>




                                       7

<PAGE>   8

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

                                                   Nine Months Ended
                                                     September 30
                                           ---------------------------------
                                               2000                  1999
                                           -----------           -----------
                                           (unaudited)           (unaudited)

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:

Cash paid during the period for
     interest                              $    39,147           $    32,534
                                           ===========           ===========

SUPPLEMENTAL SCHEDULE OF NON
CASH INVESTING & FINANCING
ACTIVITIES:

Nine Months Ended September 30, 2000:

Issuance of 114,000 shares of common stock in connection with employment
contracts and employee bonuses, in the aggregate amount of $1,168,046.

Issuance of 52,500 shares of common stock in payment of $179,152 of consulting
Fees.

Issuance of 10,000 shares for advertising costs valued at $65,250. At September
30, 2000, $43,500 of such costs were recorded as a prepaid expense.

Nine Months Ended September 30, 1999:

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

Issuance of 640,000 shares of common stock in connection with the acquisition of
LiveCode, Inc. valued at $1,521,800.

Issuance of 110,000 shares of common stock in payment of deferred loan costs in
the amount of $258,500.

Issuance of 10,000 shares of common stock in partial payment of the purchase of
an Internet Domain name in the amount of $30,370.

Issuance of 335,000 shares of common stock in payment of consulting fees,
deferred loan costs and deferred consulting fees, in the aggregate amount of
$778,325.

Issuance of 171,091 shares of common stock in satisfaction of $85,546 of amounts
due to officers and directors.




                             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 marketplace
         and software solutions provider for the automotive parts industry. The
         Company also supplies its TradeMotion solutions for other industry
         verticals. 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.

                Effective September 30, 1999, the promissory note was repaid by
         issuance of 40,000 shares of the Company's Common Stock.

                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




                                       9

<PAGE>   10

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

         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.

                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 September 30, 2000 and for the nine month
         periods ended September 30, 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
         September 30, 2000 and the results of our operations and cash flows for
         the nine month periods ended September 30, 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 nine month period ended September 30, 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 of America 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 September 30, 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 $15,121,329. At September 30, 2000, the Company had a working
         capital deficit of $2,400,878. 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.
                         (FORMERLY MIRACOM CORPORATION)
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (unaudited) Continued

                LIQUIDITY AND PLAN OF OPERATIONS - As of September 30, 2000, the
         Company had cash of $105 and a working capital deficit of $2,400,878.

                The Company's continuation as a going concern is dependent 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 main 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.
         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 or
         the issuance of debt securities. The Company is actively pursuing other
         sources of new cash financing, but has not completed such financing and
         cannot provide any assurances as to whether such financing will be
         completed. Furthermore, there can be no assurance that additional
         financing will be available when needed or that if available, such
         financing will include terms favorable to our stockholders or us. The
         availability of such financing is essential for the Company to continue
         to meet operating obligations and continue as a going concern.

                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 are amortized into income over a period of 12
         months commencing after March 31, 2000, and as the customer begins
         fulfilling parts orders for the web site. Unamortized fees are recorded
         as deferred revenue. Sales commissions associated with annual territory
         fees are recorded as prepaid expenses and are charged against income as




                                       11

<PAGE>   12

                         PARTS.COM, INC. AND SUBSIDIARY
                         (FORMERLY 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 nine months ended
         September 30, 2000, the Company recognized minimal amounts of revenue
         from e-commerce transactions and recorded six months of 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 nine months ended September 30, 2000 and the
         period ended September 30, 1999, the Company generated gross revenues
         of approximately $20,000 and $780,000 respectively, from the production
         of radio and television media.

                Revenues from the sale of the Company's TradeMotion software
         solutions are derived from two sources-a software construction fee
         recognized when the customer's website is deployed and a maintenance
         fee that is recognized over the period of the contract.

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. In June 2000, the credit card processing company
         returned the compensating balance to the Company in full.

3.       PREPAID EXPENSES AND OTHER CURRENT ASSETS:

                In February 2000, the Company entered into an agreement with
         M&M/Mars Incorporated 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 was committed to make an additional payment of $200,000
         in May 2000. The Company was also obligated to issue 34,000 shares of
         Common Stock, valued at $550,800, to Mars Incorporated. The costs were
         to have been amortized over the 2000 NASCAR season. On May 24, 2000,
         the Company terminated its relationship with M&M/Mars. As a result of
         the cancellation of the agreement, the Company terminated the pending
         34,000 share issuance; reduced Prepaid expenses and other current
         assets by $719,000; and reduced Stockholders' Equity by $550,800.

4.       CONVERTIBLE PROMISSORY NOTES:

                On July 20, 2000, the Company executed a Convertible Promissory
         Note ("the Note") with an individual for up to a principal amount of
         $500,000. The Note bears interest at 10% per annum and is due and
         payable in a single balloon payment of principal and interest on July
         20, 2001. The note, including accrued interest may be prepaid in full
         prior to maturity, without penalty. The note is collateralized by the
         Company's real property located in Sanford, Florida, and is subordinate
         to $562,000 of existing indebtedness applicable to such property. As of
         September 30, 2000, the holder of the Note had advanced $375,000 to the
         Company under the note.

                Provided the note has not been prepaid prior to maturity, the
         holder may convert the principal balance plus any accrued interest,
         before or at the scheduled maturity date of the note into shares of the
         Company's Common Stock at a conversion price of the lower of $.36 per
         share or 80% of the 5-day average closing bid price prior to the
         conversion date.




                                       12

<PAGE>   13

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

                Subsequent to September 30, 2000, the Holder advanced the
         Company an additional $125,000 under the note, resulting in an
         outstanding principal balance of $500,000.

                On September 1, 2000, the Company executed a $250,000 unsecured
         Convertible Promissory Note with an individual. The Note bears interest
         at 10% per annum and is due and payable in a single balloon payment of
         principal and interest on September 1, 2001. The note, including
         accrued interest may be prepaid in full prior to maturity, without
         penalty.

                Provided the note has not been prepaid prior to maturity, the
         holder may convert the principal balance of the note plus any accrued
         interest, before or at the scheduled maturity date of the note into
         shares of the Company's Common Stock at a conversion price of $.375 per
         share.

5.       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 market price on the date of issuance. For
         the nine months ended September 30, 2000, employees of the Company were
         issued options to purchase a total of 749,500 shares of the Company's
         Common Stock, at exercise prices ranging from $1.50 to $20.00 per share
         expiring March 2005 (unrecognized imputed charge of $4,976,763 or $0.21
         per share, computed using the Black Scholes Model.)

                In July and September 2000, the Company entered into two
         convertible promissory notes with individuals. The Notes contained a
         nondetachable beneficial conversion feature that allowed the
         individuals to convert the Notes and accrued interest thereon into the
         Company's common stock at a conversion price of $.375 per share and
         the lower of $.36 per share or 80% of the 5-day average closing bid
         price prior to the conversion date. The fair value of the beneficial
         conversion feature exceeded the value of the Notes. Since the notes
         were convertible at any time, the Company recorded debt discount of
         $625,000 as "non-cash" interest expense upon issuance of the Notes and
         correspondingly charged additional paid-in capital.

6.       RELATED PARTY TRANSACTIONS:

                During the nine months ended September 30, 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.

                In April 2000, the President loaned the Company $23,600, payable
         on demand and bearing interest at 8%. The Company repaid the loan with
         $41 in interest in April 2000.

                In July 2000, Walter Anderson, father of the Co-CEO and indirect
         owner of more than 5% of the Common Stock of the Company, loaned the
         Company $20,000, payable on demand and bearing interest at 8%. The
         Company repaid the loan with $233 in interest in July and September
         2000.

                In July 2000, Select Media Ltd., owned by an individual who
         indirectly owns more than 10% of the Common Stock of the Company,
         loaned the Company $35,000, payable on demand and bearing interest at
         8%. The Company repaid the loan with $167 in interest in July 2000.

                In July 2000, Select Media Ltd., loaned the Company $2,500,
         payable on demand and bearing interest at 8%. The Company repaid the
         loan with $9 interest in September 2000.




                                       13

<PAGE>   14

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

                In August 2000, New Era, Inc., owned by an individual who
         indirectly owns more than 10% of the Common Stock of the Company,
         loaned the Company $45,000, payable on demand and bearing interest at
         8%. The Company repaid the loan with $170 interest in September 2000.

                The carrying value of land, building and improvements at
         September 30, 1999, was reduced by $74,000, which amount represented
         the excess of the purchase price of the property over its appraised
         value at the date of purchase. This amount has been included in "asset
         impairment charge." The property was purchased from Stonestreet
         Investments, Inc., which is owned by three directors, one key employee
         and a greater than 5% shareholder of the Company.































                                       14

<PAGE>   15

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
UNAUDITED FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED IN THIS QUARTERLY
REPORT, AS WELL AS THE AUDITED 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 $8,259,313 for the nine months
ended September 30, 2000 and had an accumulated deficit of $15,121,329 at
September 30, 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-Nine Months Ending September 30, 2000

During the nine months ended September 30, 2000, total revenues amounted to
$732,846 versus last year's revenue of $1,153,414. The company is in a state of
transition with its expansion focused on its parts.com e-commerce
business-to-business and software solutions 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. Of this amount, $648,194 has been
recorded as deferred revenue at September 30, 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 first nine months of the year. As such,
the Company began recognizing these annual territory fees as income on a
quarterly basis in April 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
nine months ended September 30, 2000 and the nine months ended September 30,
1999, the Company generated gross revenues of approximately $20,000 and
$780,000, respectively, from the production of radio and television media.
Additionally, for the nine months ended September 30, 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 a gross profit of $276,862 for the nine months ended
September 30, 1999 compared to a gross profit of $48,007 for the nine months
ended September 30, 2000. The primary reason for the lower profit margin from
1999 to 2000 is due to the Company focusing its efforts and resources on selling
auto parts over its web site in 2000 and licensing its e-commerce software
solutions. Significant expenditures incurred during the nine months ended
September 30, 2000 include web site hosting costs and related telephone,
internet and T-1 expenses, as well as technical support salaries. The Company
generated minimal transactions from its web site in the first three quarters of
2000 and recognized one-half of the collected territory fees. The balance of
Territory fees collected through September 30, 2000 have been recorded as
deferred revenue and will continue to be amortized as income on a quarterly
basis. The Company has continually seen a steady increase in its web site
transactions and believes that increased site traffic will result in sales as
its product becomes known and gains market acceptance; however there can be no
assurance that such market acceptance shall be attained.




                                       15

<PAGE>   16

Operating and other expenses increased $6,041,917 or 267% for the nine months
ended September 30, 2000 compared to the same period last year as a result of
several factors. In the nine months ended September 30, 2000, the Company spent
$195,000 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 $318,000 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 September 30, 1999 to 42 full-time
employees and 1 full-time developer/outside consultant at September 30, 2000.
Finally, in the nine months ended September 30, 2000, the Company spent more
than $150,000 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 nine months ended
September 30, 2000 rose $1,125,839 or 282% to $1,524,393 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 prevalent
in the same period in the prior year. Stock based compensation totaled
$2,326,482 for the nine months ended September 30, 2000 as compared to $360,585
for the same period last year reflecting a conservation of cash resources by
management.

Liquidity and Sources of Capital

During the nine months ended September 30, 2000, the Company's operating cash
requirement was $3,095,249 attributable to a net loss of $8,259,313 mitigated by
non-cash charges for interest ($625,000), depreciation and amortization
($1,524,393) and stock based compensation ($2,326,482). The net remaining
shortfall was primarily funded by the net sale of common stock for $1,484,958,
proceeds from the issuance of convertible promissory notes ($625,000) and
approximately $700,000 in territory fees received during the nine months ended
September 30, 2000. Partially offsetting this funding were capital expenditures
of $180,236 and the payment on capitalized leases of $10,113.

During the nine months ended September 30, 1999, the Company's operating cash
requirement was $1,145,823 attributable to a net loss of $1,988,541 mitigated by
non-cash charges for depreciation and amortization ($398,554) and stock based
compensation ($360,585). The net remaining shortfall was primarily funded by the
net sale of common stock for $1,228,524. Partially offsetting this funding were
capital expenditures of $469,564 and the payment of capitalized leases and other
debt of $65,947. Stock based compensation valued at $360,585 was used to
conserve cash.

Since its reverse merger and 504 offering conducted in September 1998, the
Company has financed its operations primarily through cash receipts from annual
territory fees, equity private placements and most recently, proceeds from the
issuance of convertible notes payable. At September 30, 2000, the Company had
$105 of cash and a working capital deficit of $2,400,878. Subsequent to
September 30, 2000, the Company conducted an equity private placement which
raised net proceeds of $150,000. As these funds have been largely used for
operating purposes as of the date of this report, the Company requires
additional financing in the near future to fund operations. The Company is
actively pursuing other sources of new cash financing, but has not completed
such financing and cannot provide any assurances to whether such financing will
be completed. Furthermore, there can be no assurance that additional financing
will be available when needed or that if available, such financing will include
terms favorable to our stockholders or us. The availability of such financing
is essential for the Company to continue to meet operating obligations and
continue as a going concern.

Changes in securities and use of proceeds

Recent Sales of Unregistered of Securities. The Company issued the following
unregistered securities during the nine months ended September 30, 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.




                                       16

<PAGE>   17

From January 3, 2000 through March 29, 2000, the Company issued a total of
11,000 shares of common stock to 9 employees 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 contingent 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. On May 24, 2000, by
board resolution the Company cancelled the contingent issuance and shares were
returned to treasury.

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 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 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.

From April 7, 2000 through July 21, 2000, the Company sold 1,178,585 shares of
common stock in private placements to 11 investors (9 of which were accredited)
for net proceeds of $1,484,958 (share prices ranging from $.375 to $4). 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 April 10, 2000, the Company issued 2,500 shares to Jeffrey Taylor for
consulting services. The securities were issued in reliance on Section 4(2) of
the Securities Act. The investor was 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 investor confirmed in writing their investment intent, and the
certificates for the securities bear a legend accordingly.

On April 13, 2000, the Company issued 10,000 shares to an accredited investor,
Mediawise Communications, for consulting services. The securities were issued in
reliance on Section 4(2) of the Securities Act. The investor was provided
information about the Company or had access to such information, and the
investors




                                       17

<PAGE>   18

were provided opportunities to ask questions of management concerning the
information provided or made available. The investor confirmed in writing their
investment intent, and the certificates for the securities bear a legend
accordingly.

On April 24, 2000 and July 20, 2000, the Company issued a total of 20,000 shares
to an accredited investor, Richard Lobley, for consulting services. The
securities were issued in reliance on Section 4(2) of the Securities Act. The
investor was 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 investor
confirmed in writing their investment intent, and the certificates for the
securities bear a legend accordingly.

From April 24, 2000 through June 26, 2000, the Company issued a total of 17,500
shares of common stock to 3 employees 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 June 8, 2000, the Company issued 25,000 shares to an accredited investor,
Anthem Communications, for consulting services. The securities were issued in
reliance on Section 4(2) of the Securities Act. The investor was 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 investor 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

        Exhibit 27        Financial Data Schedule (SEC use only)

On July 19, 2000, the Company filed a Form 8-K Current Report to disclose that
Deloitte & Touche LLP will act as its new independent auditors replacing Moore
Stephens and Lovelace, P.A. On August 3, 2000, the Company filed an amended Form
8-K Current Report modifying paragraph 2 of the July 19, 2000 report in order to
conform to SEC disclosure rules.


                                   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.


November 13, 2000                 By: /s/ Shawn D. Lucas
                                      ----------------------------------------
                                          Shawn D. Lucas, President


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




                                       18