**UNITED
                STATES SECURITIES AND**
              **EXCHANGE
                COMMISSION****Washington,
                D.C. 20549****FORM
                10-KSB****Annual
                Report Pursuant to Section 13 or 15(d)**
              **of
                the Securities Exchange Act of 1934**For
                the annual period ended:**June
                30, 2006**Commission
                File Number:**000-51818****DISPATCH
                AUTO PARTS, INC.**
              (f/k/a
                COMPUTER ACCESS INTERNATIONAL, INC.)
              (Exact
                name of registrant as specified in its charter.)**Florida**
              (State
                of other jurisdiction of
              incorporation
                or organization)
            **20-4200300**
              (I.R.S.
                Employer Identification No.)**305
                Roosevelt Road**
              **East
                Rochester, New York 14445**
              (Address
                of principal executive offices)**(585)
                586-5573**
              (Registrant’s
                telephone number including area code)









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          of Contents*




Securities
      registered under Section 12(b) of the Exchange Act:





None.





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $.001 par value





Check
      whether the issuer (1) filed all reports required to be filed by Section13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes x No o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or an
      amendment to this Form 10-KSB. x





State
      issuer's net revenues for its most recent fiscal year: $36,688





As
      of
      August 22, 2006, there were 2,506,614 common shares outstanding and the
      aggregate market value of the common shares (based upon the close price of
      $.20
      reported by brokers) held by non-affiliates was approximately
      $501,323.





Transitional
      Small Business Disclosure Format (check one): Yes o No x





Number
      of
      shares of common stock outstanding as of August 22, 2006:  2,506,614


Number
      of
      shares of preferred stock outstanding as of August 22, 2006:  0




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CAUTIONARY
      STATEMENT REGARDING FORWARD LOOKING INFORMATION





The
      discussion contained in this 10-KSB under the Securities Exchange Act of 1934,
      as amended, (the "Exchange Act") contains forward-looking statements that
      involve risks and uncertainties. The issuer's actual results could differ
      significantly from those discussed herein. These include statements about our
      expectations, beliefs, intentions or strategies for the future, which the
      Company indicates by words or phrases such as "anticipate," "expect," "intend,"
      "plan," "will," "we believe," "the Company believes," "management believes"
      and
      similar language, including those set forth in the discussion under "Description
      of Business," including the "Risk Factors" described in that section, and
      "Management's Discussion and Analysis or Plan of Operation" as well as those
      discussed elsewhere in this Form 10-KSB. The Company bases their forward-looking
      statements on information currently available to them, and the Company assumes
      no obligation to update them. Statements contained in this Form 10-KSB that
      are
      not historical facts are forward-looking statements that are subject to the
      "safe harbor" created by the Private Securities Litigation Reform Act of
      1995.





3




**TABLE
                OF CONTE****NTS**Item
                1.
            Description
                of Business
            5Item
                2.
            Description
                of Property
            8Item
                3.
            Legal
                Proceedings
            9Item
                4.
            Submission
                of Matters to a Vote of
                Security-Holders
            9**PART
                I**Item
                5.
            Market
                for Common Equity and Related Stockholder
                Matters
            9Item
                6.
            Management's
                Discussion and Analysis or Plan of
                Operation
            13Item
                7.
            Financial
                Statements
            17**PART
                II**Item
                8.
            Changes
                in and Disagreements With Accountants on Accounting and
                Financial Disclosure
            29Item
                8a.
            Controls
                and Procedure
            29Item
                9.
            Directors
                and Executive Officers
            30Item
                10.
            Executive
                Compensation
            33Item
                11.
            Security
                Ownership of Certain Beneficial Owners and
                Management
            33**PART
                III**Item
                12.
            Certain
                Relationships and Related
                Transactions
            35Item
                13.
            Exhibits,
                List and Reports on Form 8-K
            36Item
                14
            Principal
                Accountant Fees & Services
            36Signatures
            37




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**PART
      I**





**ITEM
      1.**  **DESCRIPTION
      OF BUSI** **NESS**





As
      used
      in this Annual Report, the terms "we", "us", "our," the "Registrant" and the
      "Company" means, Dispatch
      Auto Parts, Inc. ,
      a
      Florida corporation, formerly known as Computer Access International, Inc.,
      and
      prior to November 25, 1996, First New York Investment, Inc. These terms also
      refer to the Company’s subsidiary corporation, Dispatch Auto Parts II, Inc.
      ("Dispatch II"), a Florida corporation originally incorporated in March 4,
      2005 .





**Introduction**




We
      are a
      wholesaler of automotive parts and accessories. We were incorporated on
      September 14, 1989 under the name First New York Investment, Inc. On November
      25, 1996, we filed an amendment to the Articles of Incorporation with the
      Secretary of State of Florida to change our corporate name to Computer Access
      International, Inc. On or about March 4, 2005, we formed a wholly-owned
      subsidiary, Dispatch Auto Parts II, Inc. and invested $6,000 to pay for Dispatch
      II's organizational expenses and funding of the initial operations of Dispatch
      II. After the incorporation, we changed our corporate name to Dispatch Auto
      Parts, Inc. ("Dispatch I") and began our wholesale business for automotive
      parts
      and accessories.





Prior
      to
      the formation of Dispatch II, we were an inactive, dormant shell corporation.
      We
      had been dormant since February 2001, with operations prior to February 2001
      consisting of organizational activities. We had no ongoing, active operations
      for the period from February 2001 through March 4, 2005, the date of inception
      for Dispatch II. Management decided that the wholesale of auto parts operations
      would be more appropriately conducted through the wholly-owned subsidiary,
      in
      accordance with the corporate business model of Dispatch I. The
      parent-subsidiary model may also provide some limited protection on corporate
      liabilities.





We
      currently have one warehouse located in Rochester, NY, which has approximately
      800 square feet of space which we believe is sufficient for our current level
      of
      operations. We recently began carrying inventory. As of June 30, 2006, our
      inventory balance was $1,995. The products carried in our warehouse include
      new
      and remanufactured automotive hard parts, maintenance items, accessories for
      cars, sport utility vehicles, vans and light trucks, and non-automotive
      products. Currently, approximately 97% of our sales have been derived from
      Roosevelt Service, which is a related party owned by our President. We plan
      to
      grow our revenue base and increase our number of wholesale customers during
      2006.





**Marketing
      and Merchandising Strategy**





***Customer
      Service***





We
      currently have one significant customer, Roosevelt Service, which is owned
      by
      our President, and represents approximately 98% of our revenues for the period
      from inception to June 30, 2006. Roosevelt Service is an auto repair shop which
      enables us to get feedback from the end-users and understand their specific
      requirements. Based on customer demand, changing auto trends and new types
      of
      vehicles, we constantly update the products that we offer to assure that our
      customer can receive quality parts at a low price and remain satisfied. We
      plan
      to expand our customer base during 2006. New target customers include repair
      garages, service stations, and other local mechanics.




Our
      warehouse generally opens at 8 a.m. and closes at 6 p.m. Monday through
      Saturday. We are closed on Sunday.




5
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***Merchandising***





We
      offer
      a wide array of automotive products and accessories in order to meet most
      specific or customization requirements.




The
      following table contains some of our primary products:


**Hard
                Parts**
            
            **Maintenance
                Items**
            
            **Accessories
                and Non-Automotive**A/C
                Compressors
            
            Antifreeze
                & Windshield Washer
            
            Air
                FreshenersAlternators
            
            Belts
                & Hoses
            
            Cell
                Phone AccessoriesBatteries
                & Accessories
            
            Chemicals,
                including Brake & Power Steering Fluid
            
            Drinks
                & SnacksBrake
                Drums, Rotors,
            
            Oil
                & Fuel Additives
            
            Floor
                MatsShoes
                & Pads
            
            Fuses
            
            Hand
                CleanerCarburetors
            
            Lighting
            
            NeonClutches
            
            Oil
                & Transmission Fluid
            
            MirrorsCV
                Axles
            
            Oil,
                Air, Fuel & Transmission Filters
            
            Paint
                & AccessoriesEngines
            
            Oxygen
                Sensors
            
            Performance
                ProductsFuel
                Pumps
            
            Protectants
                & Cleaners
            
            Seat
                CoversMufflers
            
            Refrigerant
                & Accessories
            
            Steering
                Wheel CoversShock
                Absorbers & Struts
            
            Sealants
                & Adhesives
            
            StereosStarters
            
            Spark
                Plugs & Wires
            
            ToolsWater
                Pumps
            
            Wash
                & WaxWindshield
                Wipers






***Pricing***





The
      price
      range of automotive parts varies from market to market, affected by several
      factors including brand recognition, marketing strategies, quality, warranties,
      payment terms etc. A strategy primarily focused on being the lowest price
      typically results in more intense competition and lower profit margin.
      Therefore, on many of our products we offer multiple value choices in a
      good/better/best assortment, with appropriate price and quality differences
      from
      the “good” products to the “better” and “best” products. We believe that our
      overall prices compare favorably to those of our competitors.




***Marketing***





We
      believe that targeted advertising and marketing play important roles in
      succeeding in today’s environment. We will constantly work to understand our
      customers’ wants and needs so that we can build long-lasting, loyal
      relationships. We plan to utilize marketing and advertising primarily to advise
      customers about the overall importance of vehicle maintenance, our great value
      and the availability of high quality parts. We are attempting to develop a
      targeted ‘loyalty program’ as a marketing method of driving new traffic to our
      store. The basic idea of a ‘loyalty program’ is providing incentive discounts to
      the repeat customers. We will store up our customers' purchase records and
      set
      up guidelines to identify qualified customers. Such guidelines may include
      the
      total amount spent in our store, or total visits for our services. For example,
      we may provide a 10% discount to customers whose total yearly spending exceeds
      $1,000. The loyalty program is still under development. We believe such
      incentives will appeal to our targeted customers including garages, service
      stations and other mechanics who repeatedly purchase our products. To increase
      average sales dollars per transaction, we utilize creative promotional materials
      to increase the chance of up-selling and cross-selling opportunities.




6
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**Warehouse
      Operations**





***Warehouse
      Formats***





We
      currently have approximately 800 square feet of space for our warehouse. We
      design and build our warehouse for a highly efficient purpose. Maintenance
      products, accessories and miscellaneous items are organized for easy reaching
      by
      our delivery persons.





We
      currently have two knowledgeable employees available to assist customers with
      their parts needs. In addition, we also make recommendations to for additional
      items that a customer should purchase in order to properly install the product.





***Warehouse
      Personnel and Training***





Our
      warehouse has two employees, including Daniel Slocum, our President. Our
      employees both have prior automotive experience. Any new employees will be
      encouraged to complete courses resulting in certification by the National
      Institute for Automotive Service Excellence (“ASE”), which is broadly recognized
      for training certification in the automotive industry. We will also do
      on-the-job training, as opposed to providing formal training programs. We
      currently have a standardized employee training manual for use in future
      hires.





We
      plan
      to offer financial incentives to our employees through stock-based bonuses.
      As
      of the date of this registration statement, we have issued 835,000 shares of
      common stock to Daniel Slocum, our President for a twelve month employment
      agreement. We believe that stock-based compensation will assist us in
      attracting, motivating and retaining quality employees.





***Expansion
      Opportunities***




We believe that expansion opportunities exist both in the retail market and
      the
      online market, which we do not currently serve. The market for automotive
      products and accessories is huge since the U.S. market has remained the largest
      market for automobiles, stimulating the growth in demand for auto parts and
      accessories. We can achieve a larger presence in those potential markets.
      However, despite these opportunities, our current operations are limited by
      our
      small business history and accumulated losses. From inception to June 30, 2006,
      we had an accumulated deficit of $430,062. Our current capital and revenues
      are
      insufficient to fund an expansion. If we choose to launch such an expansion
      campaign, we will require substantially more capital. If necessary, we will
      raise this capital through an additional stock offering. However, we currently
      do not have any plans to raise additional capital. There can be no assurance
      that we will be able to obtain additional equity or debt financing in the
      future. If we are unable to raise additional capital, our growth potential
      will
      be adversely affected and we will have to significantly modify our plans. For
      example, if we unable to raise sufficient capital to develop our business plan,
      we may need to:




·
            Curtail
                new product launches·
            Forego
                or postpone the expansion in the retail market and the online market,
                or·
            Limit
                our future marketing efforts to areas that we believe would be the
                most
                profitable.




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**Purchasing
      and Supply Chain**





Merchandise
      is selected and purchased for our warehouse through our support center, Eagle
      Automotive, located in East Rochester, from which we purchase approximately
      90%
      of our products. We currently have two other primary suppliers: Superior
      Lubricants and Interstate Battery. Neither of them are related parties. We
      typically assemble a list of products we need and phone or fax our orders into
      our suppliers on a daily basis. Most products are delivered to us the same
      day.
      We do not have any written distributors agreements with any of our suppliers.
      If
      we lost Eagle Automotive as a supplier, we believe we will be able to replace
      them with a comparable supplier without a material disruption to our business.
      However, we believe that we currently have good relationships with our
      suppliers.




**Competition**





The
      sale
      of automotive parts, accessories and maintenance items is highly competitive
      in
      many areas, including name recognition, product availability, customer service,
      store location and price.





Competitors
      include national and regional auto parts chains, independently owned parts
      stores, wholesalers and jobbers, repair shops, car washes and auto dealers,
      in
      addition to discount and mass merchandise stores, department stores, hardware
      stores, supermarkets, drugstores and home stores that sell aftermarket vehicle
      parts and supplies, chemicals, accessories, tools and maintenance parts. We
      compete on the basis of our trustworthy advice of our employees, merchandise
      selection and availability, price, product warranty, and location.





**Employees**





We
      have
      two employees, all of them working as full-time.





We
      have
      never experienced any material labor disruption and believe that relations
      with
      our employees are good.




**Reports
      to Security Holders**





The
      Company is not required to deliver an annual report to security holders and
      will
      not voluntarily deliver a copy of the annual report to security holders. If
      the
      Company should choose to create an annual report, it will contain audited
      financial statements. The Company intends to file all of its required
      information with the SEC. The Company plans to file its 10-KSB, 10-QSB, and
      all
      other forms that are or may become applicable with the SEC.





The
      public may read and copy any materials that are filed by the Company with the
      SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C.
      20549. The Public may obtain information on the operation of the Public
      Reference Room by calling the SEC at 1-800-SEC-0330. The statements and forms
      filed by the Company with the SEC have been filed electronically and are
      available for viewing or copy on the SEC maintained Internet site that contains
      reports, proxy and information statements, as well as other information
      regarding issuers that file electronically with the SEC. The Internet address
      for this site can be found at http://www.sec.gov.





**ITEM
      2.**  **DESCRIPTION
      OF PROP** **ERTY**





Currently
      we occupy approximately 800 square feet of warehouse space and approximately
      100
      square feet of office space, both of which are contributed by our President
      and
      majority shareholder to us free of charge. We impute $300 per month as the
      value
      of the contributed space which is recorded as additional
      paid-in-capital. We do not have a written lease agreement, but rather
      occupy the space on a month-to-month basis. If we lost the use of our warehouse
      and office space, we believe we could replace the property at approximately
      the
      same monthly rate. However, there is no certainty that our President and
      majority shareholder would pay for any new location.




8
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**ITEM
      3.**  **LEGAL
      PROCEED** **INGS**





We
      are
      not aware of any pending or threatened legal proceedings, in which we are
      involved. In addition, we are not aware of any pending or threatened legal
      proceedings in which entities affiliated with our officers, directors or
      beneficial owners are involved.




**ITEM
      4.** **** **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY H** **OLDERS**





None.





PART
      II







**ITEM
      5.** **** **MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MA** **TTERS**





The
      Company's securities trade on a limited basis on the over-the-counter market
      "pink sheets." The Company's trading symbol is "DPPT". On August 22, 2006,
      the
      closing price was $0.20. Trading in the common stock in the over-the-counter
      market has been limited and sporadic and the quotations set forth below are
      not
      necessarily indicative of actual market conditions. Furthermore,
      over-the-counter market quotations reflect inter-dealer prices, without retail
      mark-up, mark-down or commissions and may not represent actual transactions.
      The
      following sets forth the high and low range of closing prices for the quarterly
      periods indicated as reported by the National Quotation Bureau:





ClosingHigh
            Low3/31/2004
            1.20
            .606/30/2004
            .20
            .209/30/2004
            .20
            .2012/31/2004
            .80
            .143/31/2005
            .16
            .166/30/2005
            1.05
            .819/30/2005
            .71
            .7112/31/2005
            .20
            .203/31/2006
            .20
            .206/30/2006
            .20
            .20





Upon
      effectiveness on this registration statement, the Company plans to seek a market
      maker to submit a 15c-2(11) application to the NASD to be approved for trading
      on the OTC Bulletin Board. However, we do not currently have a market maker
      who
      intends to make a market in our stock.




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Holders




The
      holders of the Common Stock are entitled to one vote for each share held of
      record on all matters submitted to a vote of stockholders. Holders of the Common
      Stock have no preemptive rights and no right to convert their Common Stock
      into
      any other securities. There are no redemption or sinking fund provisions
      applicable to the Common Stock. The Company is authorized to issue 100,000,000
      shares of common stock, and 100,000 shares of preferred stock. As of August
      22,
      2006, the number of holders of record of shares of common stock, excluding
      the
      number of beneficial owners whose securities are held in street name was
      approximately 399.




Dividend
      Policy





The
      Company does not anticipate paying any cash dividends on its common stock in
      the
      foreseeable future because it intends to retain its earnings to finance the
      expansion of its business. Thereafter, declaration of dividends will be
      determined by the Board of Directors in light of conditions then existing,
      including without limitation the Company's financial condition, capital
      requirements and business condition.





2005
      Non-Qualified Stock Compensation Plan





In
      October 2005, we established a Non-Qualified Stock Compensation Plan (the
      "Plan") to provide employees, directors, officers, consultants, advisors, and
      other persons who provide valuable services to the Company, with equity-based
      compensation incentives. Under the Plan, we may issue up to 3,000,000 shares
      of
      $.001 par value common stock. The Plan has a term of ten years, therefore,
      will
      expire in September 2015. There are currently 2,009,500 common shares issued
      under the plan.




**Equity
      Compensation Plan Information**




(a)
            (b)
            (c)Plan
                category
            Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            Weighted-average
                exercise price of outstanding options, warrants and rights
            Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column (a))Equity
                compensation plans approved by security holders
            2,009,500
            $.18
            990,500Equity
                compensation plans not approved by security holders
            -
            $ 
                -
            -Total
            2,009,500
            
            990,500




Limited
      Market for Common Stock.





There
      is
      currently a limited trading market for our shares of common stock, and there
      can
      be no assurance that a more substantial market will ever develop or be
      maintained. Any market price for shares of common stock of Dispatch Auto Parts,
      Inc. is likely to be very volatile, and numerous factors beyond our control
      may
      have a significant adverse effect on that market price. In addition, the stock
      markets generally have experienced, and continue to experience, extreme price
      and volume fluctuations which have affected the market price of many small
      capital companies, and which have often been unrelated to the operating
      performance of these companies. These broad market fluctuations, as well as
      general economic and political conditions, may also adversely affect the market
      price of our common stock. Further, there is no correlation between the present
      limited market price of our common stock and our revenues, book value, assets
      or
      other established criteria of value. The present limited quotations of our
      common stock should not be considered indicative of the actual value of Dispatch
      Auto Parts, Inc., or our common stock.




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Risks
      of "Penny Stock”





The
      Company's common stock (OTC BB: DPPT) may be deemed to be "penny stock," as
      that
      term is defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny
      stocks are stocks (i) with a price of less than $5.00 per share; (ii) that
      are
      not traded on a "recognized" national exchange; (iii) whose prices are not
      quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must
      still
      meet requirement (i) above); or (iv) in issuers with net tangible assets less
      than $2,000,000 (if the issuer has been in continuous operation for at least
      three years) or $5,000,000 (if in continuous operation for less than three
      years), or with average sales of less than $6,000,000 for the last three years.
      Until recently, there had been no "established public market" for our common
      stock during the last five years. While our stock has traded between $0.0001
      and
      $14.00 per share over the past several years, there is no assurance that this
      price level will continue. Section 15(g) of the Securities Exchange Act of
      1934,
      as amended, and Rule 15g-2 of the Securities and Exchange Commission require
      broker/dealers dealing in penny stocks to provide potential investors with
      a
      document disclosing the risks of penny stocks and to obtain a manually signed
      and dated written receipt of the document before effecting any transaction
      in a
      penny stock for the investor's account. Potential investors in our common stock
      are urged to obtain and read this disclosure carefully before purchasing any
      shares that are deemed to be a "penny stock."





Moreover,
      Rule 15g-9 of the Securities and Exchange Commission requires broker/dealers
      in
      penny stocks to approve the account of any investor for transactions in such
      stocks before selling any penny stocks to that investor. This procedure requires
      the broker/dealer to (i) obtain from the investor information concerning his
      or
      her financial situation, investment experience and investment objectives; (ii)
      reasonably determine, based on that information, that transactions in penny
      stocks are suitable for the investor and that the investor has sufficient
      knowledge and experience as to be reasonably capable of evaluating the risks
      of
      penny stock transactions; (iii) provide the investor with a written statement
      setting forth the basis on which the broker/dealer made the determination in
      (iv) above; and (v) receive a signed and dated copy of such statement from
      the
      investor, confirming that it accurately reflects the investor's financial
      situation, investment experience and investment objectives. Compliance with
      these requirements may make it more difficult for investors in our common stock
      to resell their shares to third parties or to otherwise dispose of them.





Recent
      Sales of Unregistered Securities





In
      October 2005, the Company entered into a consulting agreement with Daniel
      Slocum, majority stockholder and President, for a term of twelve months. Mr.
      Slocum is to provide general corporate consulting services. The Company paid
      Mr.
      Slocum 835,000 shares of common stock, with the services over the term of the
      agreement valued at $91,850. We relied on the exemption provided in Section
      4(6)
      of the Securities Act of 1933, as amended. This exemption is based on the fact
      that Mr. Slocum was an accredited investor as defined in Rule 501(a)(4)
      promulgated under the Securities Act, by virtue of him being a director of
      the
      Company.





Mr.
      Slocum also indirectly holds 255,000 shares of common stock, which are in the
      name of Roosevelt Industrial Holdings, Inc., a New York corporation wholly
      owned
      by Mr. Slocum.





In
      October 2005, the Company established a Non-Qualified Stock Compensation Plan
      (the “Plan”). The purpose of the Plan is to provide employees, directors,
      officers, consultants, advisors, and other persons who provide valuable services
      to the Company, with equity-based compensation incentives. Under the Plan,
      the
      Company may issue up to 3,000,000 shares of $0.001 par value common stock.
      The
      Plan has a term of ten years, therefore, will expire in September 2015.




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In
      connection with the Plan, the Company issued 1,174,500 shares of common stock
      on
      October 31, 2005 to four consultants pursuant to their respective consulting
      agreements:





1.
            The
                Company paid A-Z 400,000 shares of common stock, with the services
                valued
                at $96,000. The 400,000 shares were issued to Mr. Chris Cottone, the
                founder of A-Z, in October 2005. After such issuance, Mr. Cottone
                is a 16%
                shareholder of our company. Accordingly, the Company has accrued
                $96,000
                for these services as of June 30,
                2005.





2.
            The
                Company paid Lugion 400,000 shares of common stock, with the services
                valued at $96,000. The 400,000 shares were issued to Mr. Daniel Luther,
                the founder of Lugion, in October 2005. After such issuance, Mr.
                Luther is
                a 16% shareholder of our company. Accordingly, the Company has accrued
                $32,000 for these services as of June 30,
                2005.





3.
            The
                Company is to pay Lin Cheng $5,000 per month or issue 254,500 shares
                of
                common stock for the term of the agreement. The 254,500 shares were
                issued
                in October 2005. After such issuance, Cheng is a 10% shareholder
                of our
                company.





4.
            The
                Company is to pay Dan Q. Ke $3,000 per month or issue 120,000 shares
                of
                common stock for the term of the agreement. The 120,000 shares were
                issued
                in October 2005.




The
      nature of the consulting services rendered to the Company were as
      follows:





-
            Advise
                on matters relating to the structure, management, and operation of
                the
                Company and its subsidiaries;-
            The
                preparation and implementation of a new business plan (namely auto
                parts)
                and a future growth strategy;-
            Advise
                on procedures, regulations, and compliance of a public listed
                company;-
            The
                identification and securing of agreements with prospective officers,
                directors, consultants, and employees;-
            Preparation
                of a 2005 non-qualified stock compensation plan which is attached
                as an
                exhibit to this registration statement;-
            Assistance
                with preparation of applicable filings with the SEC;-
            Assistance
                with preparation of financial statements;-
            EDGAR
                services








Copies
      of
      the agreements are included as exhibits to this registration statement. We
      relied on exemptions provided by Section 4(2) of the Securities Act of 1933,
      as
      amended. We made this offering based on the following facts: (1) the issuance
      was an isolated private transaction which did not involve a public offering;
      (2)
      in each case, there was only one offeree, (3) the offeree has agreed to the
      imposition of a restrictive legend on the face of the stock certificate
      representing its shares, to the effect that it will not resell the stock unless
      its shares are registered or an exemption from registration is available; (4)
      the offeree was a sophisticated investor familiar with our company and
      stock-based transactions; (5) there were no subsequent or contemporaneous public
      offerings of the stock; (6) the stock was not broken down into smaller
      denominations; and (7) the negotiations for the sale of the stock took place
      directly between the offeree and our management.




There
      are
      no options authorized under the Plan.




12
 *Table
          of Contents*





ITEM
      6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPER ATIONS





With
      the
      exception of historical facts stated herein, the matters discussed in this
      report are "forward looking" statements that involve risks and uncertainties
      that could cause actual results to differ materially from projected results.
      Such "forward looking" statements include, but are not necessarily limited
      to,
      statements regarding anticipated levels of future revenues and earnings from
      our
      operations. Readers of this report are cautioned not to put undue reliance
      on
      "forward looking" statements, which are, by their nature, uncertain as reliable
      indicators of future performance. We disclaim any intent or obligation to
      publicly update these "forward looking" statements, whether as a result of
      new
      information, future events, or otherwise. In addition the uncertainties include,
      but are not limited to, competitive conditions involving our
      markets.




We
      are a
      wholesaler of automotive parts and accessories. We were incorporated on
      September 14, 1989 under the name First New York Investment, Inc. On November
      25, 1996, we filed an amendment to the Articles of Incorporation with the
      Secretary of State of Florida to change our corporate name to Computer Access
      International, Inc. On or about March 4, 2005, we formed a wholly-owned
      subsidiary, Dispatch Auto Parts II, Inc. ("Dispatch II") and invested $6,000
      to
      pay for Dispatch II's organizational expenses and funding of the initial
      operations of Dispatch II. After the incorporation, we changed our corporate
      name to Dispatch Auto Parts, Inc. ("Dispatch I") and began our wholesale
      business for automotive parts and accessories. We currently have one warehouse
      located in Rochester, NY. Our warehouse carries an extensive product line for
      cars, sport utility vehicles, vans and light trucks, including new and
      remanufactured automotive hard parts, maintenance items, accessories and
      non-automotive products. Currently, almost all, approximately 97%, of our sales
      have been derived from Roosevelt Service, which is a related party owned by
      our
      President.




**RESULTS
      OF OPERATIONS**





Net
      Loss





We
      had a
      net loss of $207,331, or $.11 per common share for the year ended June 30,
      2006.
      The net loss in this period was due primarily to non-cash consulting expenses
      of
      $210,886 and professional fees of $38,086. The non-cash consulting expenses
      were
      the result of the issuance of 2,009,500 shares of common stock for services.
      The
      shares were valued based on the market price on the date of the stock grant
      or
      the specific terms of the applicable consulting agreements and booked pro rata
      due to the service periods. The professional fees were incurred primarily with
      the audits and reviews of the Company's financial statements.





We
      only
      have approximately four-month operations in the comparable period in 2005,
      which
      was from March 4, 2005 (inception) to June 30, 2005, as the Company was inactive
      until the formation of a wholly-owned subsidiary, Dispatch Auto Parts II, Inc.
      ("Dispatch II") on March 4, 2005. We had a net loss of $123,324, or $.25 per
      common share, for the period from March 4, 2005 through June 30, 2005. The
      net
      loss in this period was due primarily to consulting expenses of $128,000 and
      our
      organizational expenses.




13
 *Table
          of Contents*




Revenue




We
      recorded revenues of $148,810 for the year ended June 30, 2006, respectively.
      Our revenues were primarily derived from sales to one customer, Roosevelt
      Service, a related party owned by Daniel Slocum, our President. From unrelated
      parties, we recorded $3,203 in revenues during the year ended June 30, 2006.
      We
      expect that our revenues will increase within the next 12-24 months as we have
      entered into several consulting agreements relating to the overall management
      oversight of the Company, and in connection with expanding our sales. As of
      June
      30, 2006, we had three primary suppliers to support our products, one of which
      accounted for over 90% of our net purchases. We believe we will expand our
      current base of suppliers.





For
      the
      period from March 4, 2005 through June 30, 2005, we had revenues of $51,526,
      which was generated by the sales to the related party.




Expenses





Operating
      expenses for the year ended June 30, 2006 were $255,023, of which we recorded
      non-cash consulting expenses of $210,886 this year. The non-cash consulting
      expenses were the result of the issuance of 2,009,500 shares of common stock
      for
      services in connection with general management consulting and advisory services
      including, but not limited to, the following:




-
            Advise
                on matters relating to the structure, management, and operation of
                the
                Company and its subsidiaries;-
            The
                preparation and implementation of a new business plan (namely auto
                parts)
                and a future growth strategy;-
            Advise
                on procedures, regulations, and compliance of a public listed
                company;-
            The
                identification and securing of agreements with prospective officers,
                directors, consultants, and employees;-
            Preparation
                of a 2005 non-qualified stock compensation plan which is attached
                as an
                exhibit to this registration statement;-
            Assistance
                with preparation of applicable filings with the SEC;-
            Assistance
                with preparation of financial statements;-
            EDGAR
                services





The
      shares were valued based on the market price on the date of the stock grant
      or
      the specific terms of the applicable consulting agreements and booked pro rata
      due to the service periods. The professional fees of $38,086 for the year ended
      June 30, 2006 were incurred primarily with the audits and reviews of the
      Company's financial statements. The rent expenses were for warehouse and office
      space contributed by the majority stockholder, which were $3,600 for this year.
      Except for the consulting expenses, our other expenses were paid with cash
      generated by our operations.




Liquidity
      and Capital Resources





Net
      cash
      flows used in operating activities were $2,073 for the year ended June 30,
      2006,
      primarily attributable to the issuance of our common stock as payment for
      services rendered, which was $210,886 for the year ended June 30, 2006, and
      partially offset by the net loss of $207,331 and the interest receivable from
      related party, which was $10,000 for the year ended June 30, 2006.





Net
      cash
      flows used in investing activities were $10,000 for the year ended June 30,
      2006, primarily attributable to the issuance of a note receivable to a related
      party and the repayment in the current quarter, which was $5,000.




There
      were no cash flows from financing activities during the year ended June 30,
      2006.




Overall,
      we have significantly funded our cash needs from inception through June 30,
      2006
      with a series of equity transactions and contributions from our majority
      shareholder. If we are unable to receive additional cash from our majority
      stockholder, we may need to rely on financing from outside sources through
      debt
      or equity transactions. Failure to obtain such financing could have an impact
      on
      operations and our financial condition. Our majority shareholder is under no
      legal obligation to provide us with funding of any kind.




14
 *Table
          of Contents*





On
      June
      30, 2006, we had cash of $1,614 on hand and a working capital surplus of
      $46,069. The working capital surplus was due primarily to the note receivable
      and interest receivable from related party, and the prepaid consulting fees
      of
      $22,964, which was the result of the issuance of 2,009,500 shares of common
      stock for services. Our current capital is insufficient to fund our projected
      sales growth over the next 12 months because our cash and working capital were
      small as of June 30, 2006, and the prepaid consulting fees were non-cash in
      nature, which will not contribute to the cash resources we need for the future
      development. On the other hand, our current level of operations would require
      capital of approximately $50,000 to sustain operations through year 2006 and
      approximately $100,000 per year thereafter. The projected operating expenses
      include a monthly payment of $5,000 in cash or stock to Mr. Slocum for the
      next 12 months. We are also planning to add more inventories, such as a new
      tire
      line, and planning to buy a new truck to facilitate the delivery ,
      which
      is expected to occur during the remainder of 2006. In addition, our
      operat ing
      expenses are expected to increase due to being a public reporting company.
      Such
      associated cost includes the fees to our independent auditor for reviewing
      quarterly financial information and auditing annual financial information,
      the
      fees to transfer agent for stock issuance, and other required fees in order
      to
      comply with the rules of the Securities and Exchange Commission. In order to
      implement our business plan, we will substantially rely on the existence of
      revenue from our business. If the projected revenues fall short of needed
      capital we may not be able to sustain our capital needs. We will then need
      to
      obtain additional capital through equity or debt financing to sustain operations
      for an additional year. Modifications to our business plans may require
      additional capital for us to operate. For example, if we are unable to raise
      additional capital in the future we may need to curtail our number of new
      product offers or limit our marketing efforts to the most profitable
      geographical areas. This may result in lower revenues and market share for
      the
      Company. In addition, there can be no assurance that additional capital will
      be
      available to us when needed or available on terms favorable to the Company.
      The
      following table illustrates our expected cash requirements for 2006 and
      thereafter:




2006


Accounting
      and auditing
      fees                             
$20,000


Legal
      fees                                                     
   $10,000


Transfer
      agent
      fees                                          
$ 4,000


Inventory
      and working
      capital $16,000


Total                                                               
      $50,000





2007+


Accounting
      and auditing
      fees                          
  $30,000


Legal
      fees                                                       
$10,000


Transfer
      agent
      fees                                           $
      6,000


Consulting
      fees                                                
$15,000


Inventory
      and working
      capital                    
       $39,000


Total                                                   
                $100,000




On
      a
      long-term basis, liquidity is dependent on continuation and expansion of
      operations, receipt of revenues, and additional infusions of capital and debt
      financing. We are considering the expansion in the retail market and the online
      market in the next 12 to 24 months. However, our current operation is limited
      by
      our experiences and small sales network. From inception to June 30, 2006, we
      had
      accumulated deficit of $430,062. Our current capital and revenues are
      insufficient to fund such expansion. If we choose to launch such an expansion
      campaign, we will require substantially more capital. If necessary, we will
      raise this capital through an additional stock offering. However, we currently
      do not have any plans to raise additional capital. There can be no assurance
      that we will be able to obtain additional equity or debt financing in the future
      neither. If we are unable to raise additional capital, our growth potential
      will
      be adversely affected and we will have to significantly modify our plans. For
      example, if we unable to raise sufficient capital to develop our business plan,
      we may need to:




w
            Curtail
                new product launchesw
            Forego
                or postpone the expansion in the retail market and the online market,
                orw
            Limit
                our future marketing efforts to areas that we believe would be the
                most
                profitable.





Demand
      for
      the products will be dependent on, among other things, market acceptance of
      our
      products, the automotive hard parts and accessories market in general, and
      general economic conditions, which are cyclical in nature. Inasmuch as a major
      portion of our activities is the receipt of revenues from the sales of our
      products, our business operations may be adversely affected by our
      competitors.





Our
      success will be dependent upon implementing our plan of operations and the
      risks
      associated with our business plans. We operate the wholesale business for new
      and remanufactured automotive hard parts, maintenance items, accessories and
      non-automotive products. We plan to strengthen our position in these markets.
      We
      also plan to expand our operations through aggressively marketing our products
      and Company concept.


15
 *Table
          of Contents*





**RESULTS
      OF OPERATIONS**





*For
      the period of March 4, 2005 (inception of Dispatch II) to June 30, 2005
      (Audited)*




Net
      Loss





We
      had a
      net loss of $123,324, or $.25 per common share, for the period from March 4,
      2005 (inception of Dispatch II) through June 30, 2005. The net loss in this
      period was due primarily to the consulting expenses of $128,000, which offsets
      our small amount of gross profit which was $9,333 for the period. The consulting
      expenses were accrued expenses that were later paid as part of the issuance
      of
      the 2,009,500 shares of common stock in October 2005. The shares were valued
      based on the market price on the date of the stock grant or the specific terms
      of the applicable consulting agreements.




Revenue





We
      recorded revenues of $51,526 for the period from March 4, 2005 (inception of
      Dispatch II) through June 30, 2005. The revenue in this period was only
      generated from the sales to one customer, Roosevelt Service, a related party.
      Roosevelt Service is 100% owned by Roosevelt Industrial Holdings, Inc., which
      is
      100% owned by our majority stockholder. We expect that our revenues will
      increase within the next 12-24 months as we have entered into several consulting
      agreements relating to the overall management oversight of the Company, and
      in
      connection with expanding our sales.




During
      the period from March 4, 2005 (inception of Dispatch II) through June
      30, 2005, we had three primary suppliers to support our products, one of which
      accounted for over 90% of our net purchases. We believe we will expand our
      current base of suppliers.




Expenses





Operating
      expenses for the period from March 4, 2005 (inception of Dispatch
      II) through June 30, 2005 were $131,394, which was primarily
      attributable to the consulting expenses of $128,000. The consulting expenses
      were accrued expenses for the services in connection with preparing the
      registration statement and general corporate consulting, which were later paid
      as part of the issuance of the 2,009,500 shares of common stock in October
      2005.
      The shares were valued based on the market price on the date of the stock grant
      or the specific terms of the applicable consulting agreements. The rent expense
      for the period from March 4, 2005 (inception of Dispatch II) through June 30,
      2005 was $1,200 for the warehouse and office space contributed by the majority
      stockholder. The organizational expenses of $2,085 for this period were in
      connection with the formation of Dispatch II. Except for the consulting
      expenses, the remaining expenses were paid with cash generated from our
      operations.





Liquidity
      and Capital Resources





On
      June
      30, 2005, we had cash of $13,687 and a working capital deficit of $112,050.
      The
      working capital deficit was due primarily to accounts payable of $130,133,
      resulting from the rendered consulting services in connection with preparing
      the
      registration statement and general corporate consulting.





Net
      cash
      flows provided by operating activities were $7,687 for the period from March
      4,
      2005 (inception of Dispatch II) through June 30, 2005 and were primarily
      attributable to the increase in accounts payable of $130,133 for this period,
      and partially offset by the net loss of $123,324.





There
      were no cash flows from investing activities in the period from March 4, 2005
      (inception of Dispatch II) through June 30, 2005.





Net
      cash
      flows provided by financing activities were $6,000 for the period from March
      4,
      2005 (inception of Dispatch II) through June 30, 2005, which was a cash
      contribution by the majority stockholder to pay for the organizational costs
      and
      funding of initial operations of Dispatch II.




Overall,
      we have significantly funded our cash needs from inception through June 30,
      2005
      with a series of equity transactions and contributions from our majority
      shareholder. If we are unable to receive additional cash from our majority
      stockholder, we may need to rely on financing from outside sources through
      debt
      or equity transactions. Failure to obtain such financing could have a material
      adverse effect on operations and our financial condition. Our majority
      shareholder is under no legal obligation to provide us with funding of any
      kind.




16
 *Table
          of Contents*




ITEM
      7.  FINANCIAL STATEM ENTS





The
      Company’s financial statements for the fiscal year ended June 30, 2006 are
      attached hereto as pages 19
      through 23.






**DISPATCH
                  AUTO PARTS, INC. AND SUBSIDIARY**(A
                  FLORIDA CORPORATION)East
                  Rochester, New York**TABLE
                  OF CONTENTS**Consolidated
                  Balance Sheet at June 30, 2006 and 2005
              19Consolidated
                  Statements of Changes in Stockholders’ Equity (Deficit)for
                  the Year Ended June 30, 2006 and for the Period fromMarch
                  4, 2005 through June 30, 2005
              20Consolidated
                  Statements of Operations for the Year EndedJune
                  30, 2006 and for the Period from March 4, 2005 throughJune
                  30, 2005
              21Consolidated
                  Statements of Cash Flows for the Year EndedJune
                  30, 2006 and for the Period from March 4, 2005 throughJune
                  30, 2005
              22-23Notes
                  to Consolidated Financial Statements
              24-28


17
 *Table
            of Contents*
 REPORT
          OF
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
          the
          Board of Directors
 and
          Stockholders
 Dispatch
          Auto Parts, Inc.
 and
          Subsidiary
 (A
          Florida Corporation)
 East
          Rochester, New York
 
  We
          have
          audited the accompanying consolidated balance sheets of Dispatch Auto Parts,
          Inc. and Subsidiary as of June 30, 2006 and 2005, and the related consolidated
          statements of operations, changes in stockholders' equity (deficit), and
          cash
          flows for the year ended June 30, 2006 and from the period March 4, 2005
          through
          June 30, 2005. These consolidated financial statements are the responsibility
          of
          the Company's management. Our responsibility is to express an opinion on
          these
          consolidated financial statements based on our audits.
  We
          conducted
          our audits in accordance with the standards of the Public Company Accounting
          Oversight Board (United States). Those standards require that we plan and
          perform the audits to obtain reasonable assurance about whether the consolidated
          financial statements are free of material misstatement. An audit includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the consolidated financial statements. An audit also includes assessing
          the
          accounting principles used and significant estimates made by management,
          as well
          as evaluating the overall consolidated financial statement presentation.
          We
          believe that our audits provide a reasonable basis for our opinion.
  In
          our
          opinion, the consolidated financial statements referred to above present
          fairly,
          in all material respects, the financial position of the Company as of June
          30,
          2006 and 2005, and the results of its operations and its cash flows for
          the year
          ended June 30, 2006 and from the period March 4, 2005 through June 30,
          2005, in
          conformity with accounting principles generally accepted in the United
          States of
          America.
  The
          accompanying financial statements have been prepared assuming Dispatch
          Auto
          Parts, Inc. will continue as a going concern. As discussed in Note J to
          the
          financial statements, the Company has incurred losses that have resulted
          in an
          accumulated deficit. This condition raises substantial doubt about the
          Company’s
          ability to continue as a going concern. Management’s plans regarding this matter
          are described in Note J. The financial statements do not include any adjustments
          that might result from the outcome of this uncertainty.
 
 
 /s/
          Rotenberg & Co.,llp
 
 Rotenberg
          & Co., llp
 Rochester,
          New York
 August
          22, 2006


18
 *Table
          of Contents*


**DISPATCH
                  AUTO PARTS, INC. AND SUBSIDIARY****(A
                  FLORIDA CORPORATION)****East
                  Rochester, New York****CONSOLIDATED
                  BALANCE SHEET**June
                  30,
              
              **2006**
              
              **2005****ASSETS****Current
                  Assets**Cash
              
              **$**
              **1,614**
              
              **$**
              **13,687**Accounts
                  Receivable - Related Party
              
              
              **854**
              
              
              **4,362**Note
                  Receivable - Related Party
              
              
              **10,000**
              
              
              **-**Interest
                  Receivable - Related Party
              
              
              **10,000**
              
              
              **-**Inventory
              
              
              **1,995**
              
              
              **-**Prepaid
                  Income Taxes
              
              
              **2,642**
              
              
              **-**Prepaid
                  Insurance
              
              
              **-**
              
              
              **1,305**Prepaid
                  Consulting - Related Party
              
              
              **22,964**
              
              
              **-****Total
                  Assets**
              
              **$**
              **50,069**
              
              **$**
              **19,354****LIABILITIES
                  AND STOCKHOLDERS’ EQUITY****Current
                  Liabilities**Accounts
                  Payable
              
              **$**
              **4,000**
              
              **$**
              **130,133**Accrued
                  Income Taxes
              
              
              **-**
              
              
              **1,271****Total
                  Liabilities**
              
              
              **4,000**
              
              
              **131,404****Stockholders’
                  Equity**Common
                  Stock - $0.001 Par; 100,000,000 Shares Authorized;2,506,614
                  and 497,114 Shares Issued and Outstanding
              
              
              **2,507**
              
              
              **497**Preferred
                  Stock - $0.001 Par; 100,000 Shares Authorized;No
                  Shares Issued and Outstanding
              
              
              **-**
              
              
              **-**Additional
                  Paid-in Capital
              
              
              **473,624**
              
              
              **110,184**Accumulated
                  Deficit
              
              
              **(430,062**
              **)**
              
              **(222,731**
              **)****Total
                  Stockholders’ Equity (Deficit)**
              
              
              **46,069**
              
              
              **(112,050**
              **)****Total
                  Liabilities and Stockholders’ Equity**
              
              **$**
              **50,069**
              
              **$**
              **19,354**


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




19
 *Table
          of Contents*


**DISPATCH
                  AUTO PARTS, INC. AND SUBSIDIARY****(A
                  FLORIDA CORPORATION)****East
                  Rochester, New York****CONSOLIDATED
                  STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
                  (DEFICIT)****Number
                    of**Shares
              
              **Common**Stock($0.001Par)
              
              **Paid-In**AdditionalPaid-InCapital
              
              **Accumulated**Deficit
              
              **Total**Stockholders’Equity
                  (Deficit)**Balance
                  - March 4, 2005**
              
              
              **99,406,843**
              
              **$**
              **99,407**
              
              **$**
              **—**
              
              **$**
              **(99,407**
              **)**
              **$**
              **—**Cash
                  Contribution by Stockholder
              
              
              —
              
              
              —
              
              
              6,000
              
              
              —
              
              
              6,000Expenses
                  Paid by Stockholder - Additional Paid-In Capital
              
              
              —
              
              
              —
              
              
              4,074
              
              
              —
              
              
              4,074Contributed
                  Services by Stockholder
              
              
              —
              
              
              —
              
              
              1,200
              
              
              —
              
              
              1,200Reverse
                  Stock Split - 200:1
              
              
              (98,909,729
              )
              
              (98,910
              )
              
              98,910
              
              
              —
              
              
              —Net
                  Loss for the Period
              
              
              —
              
              
              —
              
              
              —
              
              
              (123,324
              )
              
              (123,324
              )**Balance
                  - June 30, 2005**
              
              
              **497,114**
              
              
              **497**
              
              
              **110,184**
              
              
              **(222,731**
              **)**
              
              **(112,050**
              **)**Issuance
                  of Common Stock for Consulting Services
              
              
              2,009,500
              
              
              2,010
              
              
              359,840
              
              
              —
              
              
              361,850Contributed
                  Services by Stockholder
              
              
              —
              
              
              —
              
              
              3,600
              
              
              —
              
              
              3,600Net
                  Loss for the Year
              
              
              —
              
              
              —
              
              
              —
              
              
              (207,331
              )
              
              (207,331
              )**Balance
                  - June 30, 2006**
              
              
              **2,506,614**
              
              **$**
              **2,507**
              
              **$**
              **473,624**
              
              **$**
              **(430,062**
              **)**
              **$**
              **46,069**


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




20
 *Table
          of Contents*


**DISPATCH
                  AUTO PARTS, INC. AND SUBSIDIARY****(A
                  FLORIDA CORPORATION)****East
                  Rochester, New York****CONSOLIDATED
                  STATEMENTS OF OPERATIONS**Period
                  From**Year**
              
              March
                  4, 2005**Ended**
              
              Through**June
                  30, 2006**
              
              June
                  30, 2005**Revenues,
                  Net of Returns**Related
                  Party
              
              **$**
              **145,607**
              
              $
              51,526Non-Related
                  Party
              
              
              **3,203**
              
              
              -**Total
                  Revenues**
              
              
              **148,810**
              
              
              51,526**Cost
                  of Sales**Purchases,
                  Net of Returns
              
              
              **112,122**
              
              
              42,193**Gross
                  Profit**
              
              
              **36,688**
              
              
              9,333**Operating
                  Expenses**Consulting
                  Expenses
              
              
              **210,886**
              
              
              128,000Professional
                  Fees
              
              
              **38,086**
              
              
              -Rent
                  Expense
              
              
              **3,600**
              
              
              1,200Utilities
              
              
              **609**
              
              
              -Dues
                  and Subscriptions
              
              
              **418**
              
              
              -Insurance
                  Expense
              
              
              **1,305**
              
              
              -Bank
                  Charges
              
              
              **119**
              
              
              109Organizational
                  Expenses
              
              
              **-**
              
              
              2,085**Total
                  Operating Expenses**
              
              
              **255,023**
              
              
              131,394**Loss
                  Before Other Income and Provision for Taxes**
              
              
              **(218,335**
              **)**
              
              (122,061
              )**Other
                  Income**Miscellaneous
                  Income
              
              
              **2,217**
              
              
              -Interest
                  Income
              
              
              **10,066**
              
              
              8**Loss
                  Before Provision for Taxes**
              
              
              **(206,052**
              **)**
              
              (122,053
              )Provision
                  for Taxes
              
              
              **1,279**
              
              
              1,271**Net
                  Loss for the Period**
              
              **$**
              **(207,331**
              **)**
              $
              (123,324
              )**Weighted
                  Average Number of Common****Shares
                  Outstanding - Basic and Diluted**
              
              
              **1,834,946**
              
              
              497,114**Net
                  Loss per Common Share - Basic and Diluted**
              
              **$**
              **(.11**
              **)**
              $
              (.25
              )


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




21
 *Table
          of Contents*


**DISPATCH
                  AUTO PARTS, INC. AND SUBSIDIARY****(A
                  FLORIDA CORPORATION)****East
                  Rochester, New York****CONSOLIDATED
                  STATEMENTS OF CASH FLOWS**Period
                  From**Year**
              
              March
                  4, 2005**Ended**
              
              Through**June
                  30, 2006**
              
              June
                  30, 2005**Cash
                  Flows from Operating Activities****Net
                  Loss for the Period**
              
              **$**
              **(207,331**
              **)**
              $
              (123,324
              )**Non-Cash
                  Adjustments:**Issuance
                  of Stock for Services Rendered
              
              
              **210,886**
              
              
              —Contributed
                  Services by Stockholder
              
              
              **3,600**
              
              
              1,200Expenses
                  Paid by Shareholder
              
              
              **—**
              
              
              4,074**Changes
                  in Assets and Liabilities:**Accounts
                  Receivable - Related Party
              
              
              **3,508**
              
              
              (4,362
              )Interest
                  Receivable - Related Party
              
              
              **(10,000**
              **)**
              
              —Inventory
              
              
              **(1,995**
              **)**
              
              —Prepaid
                  Income Taxes
              
              
              **(2,642**
              **)**
              
              —Prepaid
                  Insurance
              
              
              **1,305**
              
              
              (1,305
              )Accounts
                  Payable
              
              
              **1,867**
              
              
              130,133Accrued
                  Income Taxes
              
              
              **(1,271**
              **)**
              
              1,271**Net
                  Cash Flows from Operating Activities**
              
              
              **(2,073**
              **)**
              
              7,687**Cash
                  Flows from Investing Activities**Issuance
                  of Note Receivable - Related Party
              
              
              **(15,000**
              **)**
              
              —Repayment
                  of Note Receivable - Related Party
              
              
              **5,000**
              
              
              —**Net
                  Cash Flows from Investing Activities**
              
              
              **(10,000**
              **)**
              
              —**Cash
                  Flows from Financing Activities**Cash
                  Contribution by Shareholder
              
              
              **—**
              
              
              6,000**Net
                  Cash Flows from Financing Activities**
              
              
              **—**
              
              
              6,000**Net
                  Change in Cash and Cash Equivalents**
              
              
              **(12,073**
              **)**
              
              13,687Cash
                  and Cash Equivalents - Beginning of Period
              
              
              **13,687**
              
              
              —**Cash
                  and Cash Equivalents - End of Period**
              
              **$**
              **1,614**
              
              $
              13,687


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




22
 *Table
          of Contents*


**DISPATCH
                  AUTO PARTS, INC. AND SUBSIDIARY****(A
                  FLORIDA CORPORATION)****East
                  Rochester, New York****CONSOLIDATED
                  STATEMENTS OF CASH FLOWS - (CONTINUED)**Period
                  From**Year**
              
              March
                  4, 2005**Ended**
              
              Through**June
                  30, 2006**
              
              June
                  30, 2005**NON-CASH
                  INVESTING AND FINANCING ACTIVITIES**Issuance
                  of Stock for Accrued Consulting Services
              
              **$**
              **128,000**
              
              
              —Issuance
                  of Stock for Consulting Services to be Rendered
              
              **$**
              **22,964**
              
              
              —Reverse
                  Stock Split - 200:1
              
              
              —
              
              $
              98,910**SUPPLEMENTAL
                  DISCLOSURES**Interest
                  Paid
              
              **$**
              **—**
              
              $
              —Income
                  Taxes Paid
              
              **$**
              **5,192**
              
              $
              —


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




23
 *Table
          of Contents*


**DISPATCH
        AUTO PARTS, INC. AND SUBSIDIARY**
 **(A
        FLORIDA CORPORATION)**
 **East
        Rochester, New York**
 
  
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 **Note
        A -**  **The
        Company**
 The
                  Company was incorporated under the laws of the State of Florida
                  on
                  September 14, 1989 as First New York Investments, Inc. Effective
                  November
                  25, 1996, First New York Investments, Inc. changed its name to
                  Computer
                  Access International, Inc. The Company is authorized to issue 100,000,000
                  shares of $0.001 par value common stock and 100,000 shares of $0.001
                  par
                  value preferred stock. Effective March 31, 2005, Computer Access
                  International, Inc. changed its name to Dispatch Auto Parts,
                  Inc.
 
 **Scope
        of Business**
 The
                  Company’s principal business activity is the wholesale of auto parts,
                  through its wholly-owned subsidiary, Dispatch Auto Parts II, Inc.
                  Prior to
                  the formation of Auto II, Computer Access International, Inc. was
                  dormant
                  and did not have any ongoing operating
                  activities.
 
 **Note
        B -**  **Principles
        of Consolidation**
 The
        consolidated financial statements include the accounts of Dispatch Auto Parts,
        Inc. and its wholly owned subsidiary, Dispatch Auto Parts II, Inc. (the
“Company”). All significant intercompany balances and transactions have been
        eliminated in consolidation.
 
 **Note
        C - Nature** **of Operations and Summary of Significant Accounting
        Policies**
 **Method
                  of Accounting**
 The
                  Company maintains its books and prepares its financial statements
                  on the
                  accrual basis of accounting.
 
 **Cash
                  and Cash Equivalents**
 Cash
                  and cash equivalents include time deposits and money market accounts,
                  which at times may exceed federally, insured limits. The Company
                  has not
                  experienced any losses in such accounts and believes it is not
                  exposed to
                  any significant credit risk with respect to cash and cash
                  equivalents.
  **** **Accounts
        Receivable and Allowance for Doubtful Accounts**
 The
                  Company provides credit in the normal course of business to its
                  customers.
                  The Company performs periodic credit evaluations of its customers’
                  financial condition and generally does not require collateral.
                  The Company
                  maintains allowances for doubtful accounts for estimated losses
                  resulting
                  from the inability of its customers to make required payments.
                  Based on
                  management assessment of the credit history of customers having
                  outstanding balances and current relationships with them, it has
                  concluded
                  that balances outstanding at June 30, 2006 and 2005 will be collected
                  in
                  full.
  **Inventory**
 Inventory
        is stated at the lower of cost, determined on a first-in first-out basis,
        or
        market and consists primarily of auto parts.
 
 Previously,
        the Company did not maintain an ongoing inventory balance, as any purchases
        required for sales were made once a customer had placed an order, with the
        goods
        being shipped out to the customer the same day the goods were received by
        the
        Company.
  24
 *Table
            of Contents*
  **DISPATCH
        AUTO PARTS, INC. AND SUBSIDIARY**
 **(A
        FLORIDA CORPORATION)**
 **East
        Rochester, New York**
 
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **Note
        C -** **Nature
        of Operations and Summary of Significant Accounting Policies -
        continued**
 
 **Revenue
        Recognition**
 The
                  Company recognizes revenue when realized or realizable and earned.
                  The
                  Company considers revenue realized or realizable when the product
                  has been
                  shipped to the customer, the sales price is fixed and determinable,
                  and
                  collectibility is reasonably assured. At the time revenue is recognized,
                  the Company provides for the estimated costs of warranties and
                  reduces
                  revenue for estimated returns. No warranty liability currently
                  exists due
                  to the volume of the transactions with related
                  parties.
 
 **Organizational
        Costs**
 Organizational
        costs represent management, consulting, legal, accounting, and filing fees
        incurred to date in the formation of the Company. Organizational costs are
        expensed as incurred in accordance with Statement of Position 98-5, “Reporting
        on the Costs of Start-Up Activities”.
 
 **Income
        Taxes**
 The
        Company accounts for income taxes in accordance with SFAS No. 109, “Accounting
        for Income Taxes,” using the asset and liability approach, which requires
        recognition of deferred tax liabilities and assets for the expected future
        tax
        consequences of temporary differences between the carrying amounts and the
        tax
        basis of such assets and liabilities. This method utilizes enacted statutory
        tax
        rates in effect for the year in which the temporary differences are expected
        to
        reverse and gives immediate effect to changes in the income tax rates upon
        enactment. Deferred tax assets are recognized, net of any valuation allowance,
        for temporary differences and net operating loss and tax credit carry forwards.
        Deferred income tax expense represents the change in net deferred assets
        and
        liability balances. The Company has no material deferred tax assets or
        liabilities for the periods presented.
 
 **Net
        Income Per Common Share**
 Net
                  income per common share is computed in accordance with SFAS No.
                  128,
                  “Earnings Per Share”. Basic earnings per common share is calculated by
                  dividing income available to common shareholders by the weighted-average
                  number of common shares outstanding for each period. Diluted earnings
                  per
                  common share is calculated by adjusting the weighted-average shares
                  outstanding assuming conversion of all potentially dilutive convertible
                  securities. Diluted earnings per share are the same as basic earnings
                  per
                  share for the period presented. There are no outstanding dilutive
                  convertible securities.
 
 **F** **inancial
        Instruments**
 The Company’s financial instruments consist of cash and cash equivalents,
        accounts receivable, prepaid expenses, accounts payable, and accrued income
        taxes. Unless otherwise noted, it is management’s opinion that the Company is
        not exposed to significant interest, currency or credit risks arising from
        these
        financial instruments. The fair value of these financial instruments
        approximates their carrying value, unless otherwise noted.
  **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 reporting period. Actual results can differ from those
                  estimates.
 
 25
 *Table
            of Contents*
  **DISPATCH
        AUTO PARTS, INC. AND SUBSIDIARY**
 **(A
        FLORIDA CORPORATION)**
 **East
        Rochester, New York**
 
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  
 **Note
        D -**  **Common
        and Preferred Stock**
 For
                  the period from date of inception (September 14, 1989) through
                  March 4,
                  2005, the Company had all of its organizational costs paid by the
                  stockholders. The stockholders have paid $99,407 for these services,
                  which
                  have been recorded in the accompanying consolidated financial statements
                  through the issuance of 99,406,843 shares of the Company’s common
                  stock.
 
 On
                  March 22, 2005, the Company authorized a 200:1 reverse stock split
                  of the
                  Company’s common stock, to be effective at the close of business on June
                  16, 2005.
 
 The
                  Company’s Securities are not registered under the Securities Act of 1933
                  and, therefore, no offering may be made which would constitute
                  a “Public
                  Offering” within the meaning of the United States Securities Act of 1933,
                  unless the shares are registered pursuant to an effective registration
                  statement under the act.
 
 The
                  stockholders may not sell, transfer, pledge or otherwise dispose
                  of the
                  shares of the company in the absence of either an effective registration
                  statement covering said shares under the 1933 Act and relevant
                  state
                  securities laws, or an opinion of counsel that registration is
                  not
                  required under the Act of under the securities laws of any such
                  state.
 
 **Note
        E -**  **Income
        Taxes**
 The
                  provision for income taxes calculated at the statutory rates consisted
                  of
                  the following at June 30:
 
 2006
              
              2005Current:Federal
              
              $
              675
              
              $
              825New
                  York State
              
              
              604
              
              
              446$
              1,279
              
              $
              1,271
  **Note
        F - Concentration**
 The
        Company generated sales from Roosevelt Service, a related party. Roosevelt
        Service is 100% owned by Roosevelt Industrial Holdings, Inc., which is 100%
        owned by the majority stockholder of the Company. This customer represented
        97%
        and 100% of the sales for the years ended June 30, 2006 and 2005, respectively.
        This customer also represents 100% of the Accounts Receivable balance of
        $854
        and $4,362, as of June 30, 2006 and 2005, respectively. The Company does
        not
        believe that they are dependent on the current customer base for future
        sales.
 
 For
        the
        years ended June 30, 2006 and 2005, one supplier accounted for 87% and 90%,
        respectively, of net purchases. The Company does not believe that they are
        dependent on the current vendor base for future purchases.
 
 26
 *Table
            of Contents*
  **DISPATCH
        AUTO PARTS, INC. AND SUBSIDIARY**
 **(A
        FLORIDA CORPORATION)**
 **East
        Rochester, New York**
 
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 **Note
        G - Related Party Transactions**
 In
        October 2005, the Company entered into a consulting agreement with Daniel
        Slocum, a significant stockholder and President, for a term of twelve months.
        Mr. Slocum is to provide general corporate consulting services. The Company
        paid
        Mr. Slocum 835,000 shares of post-split common stock, with the services over
        the
        term of the agreement valued at $91,850, as part of the equity compensation
        plan
        issuance as discussed below.
 
 In
        November 2005, the Company issued a $15,000 note receivable to Lugion
        Associates, Ltd., a stockholder and consultant of the Company. As part of
        the
        agreement, Lugion Associates, Ltd. agreed to repay the principal amount of
        the
        loan plus interest of $10,000 within 120 days. In March 2006, the repayment
        terms were extended an additional 120 days, with no additional interest to
        be
        accrued. The balance of the note was $10,000 at June 30, 2006. As of August
        2006, the Company verbally agreed with Lugion Associates, Ltd. to accept
        payment
        in September.
 
 As
        of
        June 30, 2006, $10,000 of interest has been accrued on the note receivable.
 
 For
        the
        years ended June 30, 2006 and 2005, the majority stockholder of the Company
        contributed the use of office space for the general operations of the Company,
        on a month-to-month basis, at a facility 100% owned by the majority stockholder.
        The estimated value of the office space contributed was $3,600 and $1,200
        for
        the years ended June 30, 2006 and 2005, respectively. The majority stockholder
        has opted not to ask for repayment, therefore, the Company has recorded the
        contribution in Additional Paid-In Capital in the accompanying consolidated
        financial statements.
 
 **Note
        H -**   **Equity
        Compensation Plan**
 In
        October 2005, the Company established a Non-Qualified Stock Compensation
        Plan
        (the “Plan”). The purpose of the Plan is to provide employees, directors,
        officers, consultants, advisors, and other persons who provide valuable services
        to the Company, with equity-based compensation incentives. Under the Plan,
        the
        Company may issue up to 3,000,000 shares of $0.001 par value common stock.
        The
        Plan has a term of ten years, therefore, will expire in September
        2015.
  In
        connection with the Plan, the Company authorized the issuance of 2,009,500
        shares of common stock on October 31, 2005 to four consultants and the Company’s
        President pursuant to their respective consulting agreements. The fair market
        value of the stock issued approximates the value of the services received
        by the
        consultants.
 
 **Note
        I -**  **Recently
        Issued Accounting Standards**
 In
        May
        2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections -
        a replacement of APB Opinion No. 20 and FASB Statement No. 3” (SFAS 154”). SFAS
        154 changes the requirements for the accounting for and reporting of a change
        in
        accounting principle. These requirements apply to all voluntary changes and
        changes required by an accounting pronouncement in the unusual instance that
        the
        pronouncement does not include specific transition provisions. SFAS 154 is
        effective for the fiscal years beginning after December 15, 2005. As such,
        the
        Company is required to adopt these provisions at the beginning of the fiscal
        year ended December 31, 2006. The Company is currently evaluating the impact
        of
        SFAS 154 on its consolidated financial statements.
 
 27
 *Table
            of Contents*
  **DISPATCH
        AUTO PARTS, INC. AND SUBSIDIARY**
 **(A
        FLORIDA CORPORATION)**
 **East
        Rochester, New York**
 
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **Note
        I -**  **Recently
        Issued Accounting Standards - continued**
 In
        February 2006, the Financial Accounting Standards Board (“FASB”) issued
        Statement of Financial Accounting Standard (“SFAS”) No. 155, “Accounting for
        Certain Hybrid Financial Instruments - an amendment of FASB Statement No.
        133
        and 140” (“SFAS 155”). SFAS 155 resolves issues addressed in Statement 133
        Implementation Issue No. D1, “Application of Statement 133 to Beneficial
        Interest in Securitized Financial Assets.” SFAS 155 is effective for all
        financial instruments acquired or issued after the beginning of the first
        fiscal
        year that begins after September 15, 2006. As such, the Company is required
        to
        adopt these provisions at the beginning of the fiscal year ended June 30,
        2008.
        The Company is currently evaluating the impact of SFAS 155 on its consolidated
        financial instruments.
 
 In
        March
        2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
        Assets - an amendment of FASB Statement No. 140” (“SFAS 156”). SFAS 156 amends
        FASB Statement No. 140 with respect to the accounting for separately recognized
        servicing assets and servicing liabilities. SFAS 156 requires all separately
        recognized servicing assets and servicing liabilities to be initially measured
        at fair value, if practical. SFAS 156 is effective as of the beginning of
        the
        first fiscal year that begins after September 15, 2006. As such, the Company
        is
        required to adopt these provisions at the beginning of the fiscal year ended
        June 30, 2008. The Company is currently evaluating the impact of SFAS 156
        on its
        consolidated financial statements.
 
 **Note
        J - Going Concern**
 The
        Company’s financial statements have been presented on the basis that it is a
        going concern, which contemplated the realization of assets and the satisfaction
        of liabilities in the normal course of business. The Company has reported
        net
        losses and an accumulated deficit of $430,062 through June 30,
        2006.
 
 The
        Company’s continued existence is dependent upon its ability to raise capital or
        to successfully market and sell its products. The financial statements do
        not
        include any adjustments that might be necessary should the Company be unable
        to
        continue as a going concern.
 
 The
        Company plans to raise working capital through equity offerings and future
        profitable operations.
 
 28
 *Table
            of Contents*


**ITEM
      8.**  **CHANGES
      WITH AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DIS** **CLOSURE**





Not
      applicable.





**ITEM
      8A. CONTROLS AND PROCED** **URES**





**Quarterly
      Evaluation of Controls**




As
      of the end
      of the period covered by this annual report on Form 10-KSB, the Company
      evaluated the effectiveness of the design and operation of (i) their disclosure
      controls and procedures ("Disclosure Controls"), and (ii) their internal control
      over financial reporting ("Internal Controls"). This evaluation ("Evaluation")
      was performed by the Company's President and Chief Executive Officer, Daniel
      Slocum ("CEO") and by Anthony Collura, the Company's Chief Financial Officer
      ("CFO"). In this section, the Company presents the conclusions of their CEO
      and
      CFO based on and as of the date of the Evaluation (i) with respect to the
      effectiveness of their Disclosure Controls and (ii) with respect to any change
      in their Internal Controls that occurred during the most recent fiscal quarter
      that has materially affected, or is reasonably likely to materially affect
      their
      Internal Controls.




**CEO
      and CFO Certifications**




Attached
      to
      this annual report, as Exhibits 31.1 and 31.2, are certain certifications of
      the
      CEO and CFO, which are required in accordance with the Exchange Act and the
      Commission’s rules implementing such section (the "Rule 13a-14(a)/15d-14(a)
      Certifications"). This section of the annual report contains the information
      concerning the Evaluation referred to in the Rule 13a-14(a)/15d-14(a)
      Certifications. This information should be read in conjunction with the Rule
      13a-14(a)/15d-14(a) Certifications for a more complete understanding of the
      topic presented.





**Disclosure
      Controls and Internal Controls**




Disclosure
      Controls are procedures designed with the objective of ensuring that information
      required to be disclosed in the Company's reports filed with the Securities
      and
      Exchange Commission under the Securities Exchange Act, such as this annual
      report, is recorded, processed, summarized and reported within the time period
      specified in the Commission’s rules and forms. Disclosure Controls are also
      designed with the objective of ensuring that material information relating
      to
      the Company is made known to the CEO and the CFO by others, particularly during
      the period in which the applicable report is being prepared. Internal Controls,
      on the other hand, are procedures which are designed with the objective of
      providing reasonable assurance that (i) the Company's transactions are properly
      authorized, (ii) the Company’s assets are safeguarded against unauthorized or
      improper use, and (iii) the Company's transactions are properly recorded and
      reported, all to permit the preparation of complete and accurate financial
      statements in conformity with accounting principals generally accepted in the
      United States.





**Limitations
      on the Effectiveness of Controls**




The
      Company's
      management does not expect that their Disclosure Controls or their Internal
      Controls will prevent all error and all fraud. A control system, no matter
      how
      well developed and operated, can provide only reasonable, but not absolute
      assurance that the objectives of the control system are met. Further, the design
      of the control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances so of
      fraud, if any, within the Company have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty, and
      that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the control. The design of a system
      of controls also is based in part upon certain assumptions about the likelihood
      of future events, and there can be no assurance that any design will succeed
      in
      achieving its stated objectives under all potential future conditions. Over
      time, control may become inadequate because of changes in conditions, or because
      the degree of compliance with the policies or procedures may deteriorate.
      Because of the inherent limitations in a cost-effective control system,
      misstatements due to error or fraud may occur and not be detected.




29
 *Table
          of Contents*





**Scope
      of the Evaluation**




The
      CEO and
      CFO’s evaluation of the Company's Disclosure Controls and Internal Controls
      included a review of the controls’ (i) objectives, (ii) design, (iii)
      implementation, and (iv) the effect of the controls on the information generated
      for use in this annual report. In the course of the Evaluation, the CEO and
      CFO
      sought to identify data errors, control problems, acts of fraud, and they sought
      to confirm that appropriate corrective action, including process improvements,
      was being undertaken. This type of evaluation is done on a quarterly basis
      so
      that the conclusions concerning the effectiveness of the Company's controls
      can
      be reported in their quarterly reports on Form 10-QSB and annual reports on
      Form
      10-KSB. The overall goals of these various evaluation activities are to monitor
      the Company's Disclosure Controls and the Company's Internal Controls, and
      to
      make modifications if and as necessary. The Company's external auditors also
      review Internal Controls in connection with their audit and review activities.
      The Company's intent in this regard is that the Disclosure Controls and the
      Internal Controls will be maintained as dynamic systems that change (including
      improvements and corrections) as conditions warrant.




Among
      other
      matters, the Company sought in their Evaluation to determine whether there
      were
      any significant deficiencies or material weaknesses in our Internal Controls,
      which are reasonably likely to adversely affect the Company's ability to record,
      process, summarize and report financial information, or whether the Company
      had
      identified any acts of fraud, whether or not material, involving management
      or
      other employees who have a significant role in their Internal Controls. This
      information was important for both the Evaluation, generally, and because the
      Rule 13a-14(a)/15d-14(a) Certifications, Item 5, require that the CEO and CFO
      disclose that information to our Board (audit committee), and to the Company's
      independent auditors, and to report on related matters in this section of the
      annual report. In the professional auditing literature, "significant
      deficiencies" are referred to as "reportable conditions". These are control
      issues that could have significant adverse affect on the ability to record,
      process, summarize and report financial data in the financial statements. A
      "material weakness" is defined in the auditing literature as a particularly
      serious reportable condition where the internal control does not reduce, to
      a
      relatively low level, the risk that misstatement cause by error or fraud may
      occur in amounts that would be material in relation to the financial statements
      and not be detected within a timely period by employee in the normal course
      of
      performing their assigned functions. The Company also sought to deal with other
      controls matters in the Evaluation, and in each case, if a problem was
      identified, the Company considered what revisions, improvements and/or
      corrections to make in accordance with the Compan's ongoing
      procedures.




**Conclusions**




Based
      upon
      the Evaluation, our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives. Our CEO and CFO have concluded
      that our disclosure controls and procedures are effective at that reasonable
      assurance level to ensure that material information relating to the Company
      is
      made known to management, including the CEO and CFO, particularly during the
      period when our periodic reports are being prepared, and that our Internal
      Controls are effective at that assurance level to provide reasonable assurance
      that our financial statements are fairly presented inconformity with accounting
      principals generally accepted in the United States. Additionally, there has
      been
      no change in our Internal Controls that occurred during our most recent fiscal
      quarter that has materially affected, or is reasonably likely to affect, our
      Internal Controls.





**ITEM
      9.****DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT**





Identification
      of Directors and Executive Officers and Significant Employees.




The
      following
      table identifies all current executive officers, directors and significant
      employees of Dispatch Auto Parts, Inc. Officers are elected by and serve at
      the
      discretion of the Board of Directors. The officers and directors will serve
      until the next annual meeting of the stockholders, or until their successors
      are
      elected or appointed and qualified, or they resign or are
      terminated.




30
 *Table
          of Contents*





Name
            Age
            PositionDaniel
                Slocum
            51
            President
                and DirectorAnthony
                Collura
            40
            Secretary
                and DirectorWayne
                Barney
            62
            Director





**Business
      Experience and Personal Background**





*Daniel
      Slocum, 51 —President and Director*





Daniel
      Slocum was elected President by our board of directors in March 2005. Mr. Slocum
      has over thirty years of experience in the auto services industry. He is also
      instrumental in the day to day operations management of the Company. Mr. Slocum
      devotes approximately 65% of his twelve-hour working time to our business every
      day. He is also the owner of Bove Group Inc. since 2001. The Bove Group owns
      and
      operates a commercial real estate rental building. Mr. Slocum also is the owner
      and director of Roosevelt Industrial Holdings, Inc., a corporation dedicated
      to
      automotive services since 1992. From 1985 to 1992, Mr. Slocum was President
      of
      Sparkys Auto & Tire, Inc., a corporation in the automotive repair business.
      From 1970 to 1985, Mr. Slocum worked for Roosevelt X Way, Inc. as a manager
      for
      auto services.





*Anthony
      B. Collura, 40 —Director*





Anthony
      Collura was elected to our board of directors in March 2005. Mr. Collura has
      worked in the financial industry for more than twenty years. He earned his
      Doctorate Degree of Finance from the University of Buffalo in 1992 and his
      Masters Degree of Business Administration from Buffalo State Collage in 1983.
      Currently, Mr. Collura also holds a position as a manager in Seneca Gaming,
      Inc., a corporation located in Niagara Falls, NY. From 2002 to 2004, Mr. Collura
      worked for Charter One Bank, Buffalo Branch, as Branch Manager. From 2000 to
      2002, Mr. Collura worked for AG Edwards and Sons, located in Williamsville,
      NY.
      From 1998 to 2000, Mr. Collura worked for Barron Chase Securities, located
      in
      Williamsville, NY.




*Wayne
      K. Barney, 62* — *Director*





Wayne
      K.
      Barney, has been a director of the Company since December 2004. Prior to his
      appointment as Director, Mr. Barney retired from General Motors Inc. in 1998.
      Mr. Barney had worked for General Motors, Inc. for over thirty years, working
      as
      Journeyman and labor liaison with the New York Assembly. Mr. Barney is the
      father-in-law of Mr. Slocum, our President.





**Significant
      Employees**




Mr.
      Daniel Slocum may be considered a control person of the Company within the
      meaning of the rules promulgated under the Securities Act of 1933, as amended,
      by virtue of his share ownership, his ability to influence the activities of
      the
      Company, and his positions of Chairman and President of the
      Company.





**Legal
      Proceedings**





No
      officer, director, or persons nominated for such positions and no promoter
      or
      significant employee of the Company has been involved in legal proceedings
      that
      would be material to an evaluation of the management.




There
      are no
      arrangements or understandings pursuant to which any were elected as officers.




31
 *Table
          of Contents*





**Audit
      Committee Financial Expert**




The
      Company
      does not have a separately designated standing audit committee. Pursuant to
      Section 3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts
      as
      an audit committee for the purpose of overseeing the accounting and financial
      reporting processes, and audits of the financial statements of the Company.
      The
      Commission recently adopted new regulations relating to audit committee
      composition and functions, including disclosure requirements relating to the
      presence of an "audit committee financial expert" serving on its audit
      committee. In connection with these new requirements, the Company's Board of
      Directors examined the Commission's definition of "audit committee financial
      expert" and concluded that the Company does not currently have a person that
      qualifies as such an expert. The Company has had minimal operations for the
      past
      two (2) years. Presently, there are only two (2) directors serving on the
      Company's Board, and the Company is not in a position at this time to attract,
      retain and compensate additional directors in order to acquire a director who
      qualifies as an "audit committee financial expert", but the Company intends
      to
      retain an additional director who will qualify as such an expert, as soon as
      reasonably practicable. While neither of our current directors meets the
      qualifications of an "audit committee financial expert", each of the Company's
      directors, by virtue of his past employment experience, has considerable
      knowledge of financial statements, finance, and accounting, and has significant
      employment experience involving financial oversight responsibilities.
      Accordingly, the Company believes that its current directors capably fulfill
      the
      duties and responsibilities of an audit committee in the absence of such an
      expert.





Code
      of
      Ethics




The
      Company
      is presently working with its legal counsel to prepare and adopt a code of
      ethics that applies to the Company’s principal chief executive officer,
      principal financial officer, and principal accounting officer or controller,
      or
      persons performing similar functions (the Code of Ethics"). A draft of the
      Code
      of Ethics is attached hereto as Exhibit
      14.1 .
      The
      Code of Ethics is being designed with the intent to deter wrongdoing, and to
      promote the following:





·
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships




·
            Full,
                fair, accurate, timely and understandable disclosure in reports and
                documents that a small business issuer files with, or submits to,
                the
                Commission and in other public communications made by the small business
                issuer




·
            Compliance
                with applicable governmental laws, rules and
                regulations




·
            The
                prompt internal reporting of violations of the code to an appropriate
                person or persons identified in the
                code




·
            Accountability
                for adherence to the code





Section
      16(a) Beneficial Ownership Reporting Compliance




Under
      Section
      16(a) of the Exchange Act, all executive officers, directors, and each person
      who is the beneficial owner of more than 10% of the common stock of a company
      that files reports pursuant to Section 12 of the Exchange Act, are required
      to
      report the ownership of such common stock, options, and stock appreciation
      rights (other than certain cash-only rights) and any changes in that ownership
      with the Commission. Specific due dates for these reports have been established,
      and the Company is required to report, in this Form 10-KSB, any failure to
      comply therewith during the fiscal year ended December 2003. The Company
      believes that all of these filing requirements were satisfied by its executive
      officers, directors and by the beneficial owners of more than 10% of the
      Company’s common stock. In making this statement, the Company has relied solely
      on copies of any reporting forms received by it, and upon any written
      representations received from reporting persons that no Form 5 (Annual Statement
      of Changes in Beneficial Ownership) was required to be filed under applicable
      rules of the Commission.





32
 *Table
          of Contents*




**ITEM
      10. EXECUTIVE COMPENSATION**




No
      compensation in excess of $100,000 was awarded to, earned by, or paid to any
      executive officer of Dispatch Auto Parts, Inc. during the years 2005, 2004,
      and
      2003. The following table and the accompanying notes provide summary information
      for each of the last three fiscal years concerning cash and non-cash
      compensation paid or accrued by Daniel Slocum, our President.





**SUMMARY
      COMPENSATION TABLE**


Annual
                CompensationAwards
            PayoutsName
                and Principal Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Other
                Annual Compensation
              ($)
            Restricted
                Stock Award(s)
              ($)
            Securities
                Underlying Options
              SARs(#)
            LTIP
                payouts
              ($)
            All
                Other Compensation
              ($)Daniel
                Slocum
              President
            2005
              2004
              2003
            -
              -
              -
            -
              -
              -
            -
              -
              -
            $91,850(1)
              -
              -
            -
              -
              -
            -
              -
              -
            -
              -
              -Anthony
                Collura
              Director
            2005
              2004
              2003
            -
              -
              -
            -
              -
              -
            -
              -
              -
            -
              -
              -
            -
              -
              -
            -
              -
              -
            -
              -
              -Wayne
                Barney
              Director
            2005
              2004
              2003
            -
              -
              -
            -
              -
              -
            -
              -
              -
            -
              -
              -
            -
              -
              -
            -
              -
              -
            -
              -
              -





(1)
      Includes 835,000 shares of common stock issued pursuant to the 2005
      non-qualified stock compensation plan. The shares were valued at the then
      current market price yielding an aggregate value of $91,850.




The
      Company has not entered into any other employment agreements with their
      employees, Officers or Directors. The Company has no standard arrangements
      under
      which the Company will compensate their directors for their services provided
      to
      them.





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




The
      following
      tables set forth the ownership, as of June 30, 2006, of our common stock (a)
      by
      each person known by us to be the beneficial owner of more than 5% of our
      outstanding common stock, and (b) by each of our directors, by all executive
      officers and our directors as a group. To the best of our knowledge, all persons
      named have sole voting and investment power with respect to such shares, except
      as otherwise noted.




33
 *Table
          of Contents*




Security
      Ownership of Certain Beneficial Owners (1)(2)





Name
                and Address of Beneficial Owner
            Amount
                and Nature of Ownership
            Percentage
                of ClassDaniel
                Slocum
              242
                Fairport Road
              East
                Rochester, NY 14445
            835,000
              Direct
            33.3%Daniel
                Slocum
              242
                Fairport Road
              East
                Rochester, NY 14445
            255,000
                (3)
              Indirect
            10.2%R.
                Chris Cottone (4)
              555
                S. Powerline Road
              Pompano
                Beach, FL 33069
            400,000
              Direct
            16.0%Daniel
                Luther (5)
              3914
                Seaton Place
              Las
                Vegas, NV 89121
            400,000
              Direct
            16.0%Lin
                Cheng
              290
                Dongjiang Wan Rd.
              Shanghai,
                P.R. China 200081
            254,500
              Direct
            10.2%





Security
      Ownership of Directors and Officers (1)(2)




Name
                and Address of Beneficial Owner
            Amount
                and Nature of Ownership
            Percentage
                of ClassDaniel
                Slocum
              242
                Fairport Road
              East
                Rochester, NY 14445
            835,000
              Direct
            33.3%Daniel
                Slocum
              242
                Fairport Road
              East
                Rochester, NY 14445
            255,000
                (3)
              Indirect
            10.2%Anthony
                Collura
              242
                Fairport Road
              East
                Rochester, NY 14445
            0
            0%Wayne
                Barney
              242
                Fairport Road
              East
                Rochester, NY 14445
            0
            0%All
                directors and officers as a group
            1,090,000
            43.5%Total
                Outstanding
            2,506,614
            100.0%





Notes
      to
      the table:





(1)
            Pursuant
                to Rule 13-d-3 under the Securities Exchange Act of 1934, as amended,
                beneficial ownership of a security consists of sole or shared voting
                power
                (including the power to vote or direct the voting) and/or sole or
                shared
                investment power (including the power to dispose or direct the
                disposition) with respect to a security whether through a contract,
                arrangement, understanding, relationship or otherwise. Unless otherwise
                indicated, each person indicated above has sole power to vote, or
                dispose
                or direct the disposition of all shares beneficially
                owned.





(2)
            This
                table is based upon information obtained from our stock records.
                We
                believe that each shareholder named in the above table has sole or
                shared
                voting and investment power with respect to the shares indicated
                as
                beneficially owned.





(3)
            Represents
                255,000 shares held in the name of Roosevelt Industrial Holdings,
                Inc., a
                New York corporation wholly owned by our President, Daniel
                Slocum.





(4)
            R.
                Chris Cottone received the 400,000 shares of common stock individually
                for
                consulting services rendered pursuant to a consulting agreement between
                the Company and A-Z Consulting, Inc. (“A-Z”), which is attached as an
                exhibit to this registration statement. Mr. Cottone is the founder
                and
                control person of A-Z.





(5)
            Daniel
                Luther received the 400,000 shares of common stock individually for
                consulting services rendered pursuant to a consulting agreement between
                the Company and Lugion Associates, Ltd. (“Lugion”), which is attached as
                an exhibit to this registration statement. Mr. Luther is the founder
                and
                control person of Lugion.




Changes
      in Control.




None.




34
 *Table
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**ITEM
      12.**  **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIO** **NS**





During
      the period from March 4, 2005 (inception of Dispatch II) through June 30,
      2005, the majority stockholder of the Company advanced certain expenses on
      behalf of the Company, totaling $4,074. The majority stockholder has opted
      to
      recognize the paid expenses as an additional capital contribution in lieu of
      repayment, therefore, the Company has recorded the contribution in Additional
      Paid-In Capital in the accompanying consolidated financial
      statements.





During
      the period from March 4, 2005 (inception of Dispatch II) through June 30, 2005,
      the majority stockholder of the Company contributed $6,000 in cash in connection
      with the formation of the wholly-owned subsidiary, Dispatch Auto Parts II,
      Inc.
      The majority stockholder has opted not to ask for repayment, therefore, the
      Company has recorded the contribution in Additional Paid-In Capital in the
      accompanying consolidated financial statements.




During
      the period from March 4, 2005 (inception of Dispatch II) through June 30,
      2005, the majority stockholder of the Company contributed the use of warehouse
      and office space for the general operations of the Company, on a month-to-month
      basis, at a facility 100% owned by the majority stockholder. The estimated
      value
      of the warehouse and office space contributed was $1,200 for the period ended
      June 30, 2005. The majority stockholder has opted not to ask for repayment,
      therefore, the Company has recorded the contribution in Additional Paid-In
      Capital in the accompanying consolidated financial statements.





During
      the period from March 4, 2005 (inception of Dispatch II) through June 30,
      2006, we generated revenues of $197,133 from Roosevelt Service, our significant
      customer, 100% owned by Roosevelt Industrial Holdings, Inc., which is 100%
      owned
      by Mr. Daniel Slocum, our majority stockholder and President.





In
      March
      2005, the Company entered into a consulting agreement with A-Z Consulting,
      Inc.
      (“A-Z”) for a term of three months ending in June 2005. A-Z is to provide the
      professional services in connection with preparing this registration statement,
      blue sky issues, assistance with preparation of financial statements, EDGAR
      services and general corporate consulting. The Company paid A-Z 400,000 shares
      of common stock, with the services valued at $96,000. The 400,000 shares
      were issued to Mr. Chris Cottone, the founder of A-Z, in October 2005. After
      such issuance, Mr. Cottone was a 16% shareholder of our company. Accordingly,
      the Company has accrued $96,000 for these services as of June 30,
      2005.





In
      March
      2005, the Company entered into a consulting agreement with Lugion Associates,
      Ltd. (“Lugion”) for a term of twelve months ending in March 2006. Lugion is to
      act as an independent consultant and advisor to the Company on matters relating
      to the structure, management, and operation of the Company and its subsidiaries;
      the preparation and implementation of new business plans and future growth
      strategy; procedures, regulations, and compliance of a public listed company;
      and the identification and securing of agreements with prospective officers,
      directors, consultants, and employees. The Company paid 400,000 shares of common
      stock for the term of the agreement, with the services valued at $96,000. The
      400,000 shares were issued to Mr. Daniel Luther, the founder of Lugion, in
      October 2005. After such issuance, Mr. Luther was a 16% shareholder of our
      company. Accordingly, the Company has accrued $32,000 for these services as
      of
      June 30, 2005.




On
      June
      21, 2005, the Company entered into a consulting agreement with Lin Cheng
      (“Cheng”) for a term of twelve months ending June 20, 2006. The Consultant is to
      provide general management consulting and advisory services. The Company is
      to
      pay Cheng $5,000 per month or issue 254,500 shares of common stock for the
      term
      of the agreement. The 254,500 shares were issued in October 2005. After such
      issuance, Cheng is a 10% shareholder of our company.





In
      September 2005, the Company entered into a consulting agreement with Dan Q.
      Ke
      (“Ke”) for a term of six months ended March 2006. The Consultant is to provide
      general management consulting and advisory services. The Company is to pay
      Ke
      $3,000 per month or issue 120,000 shares of common stock for the term of the
      agreement. The 120,000 shares were issued in October 2005.




35
 *Table
          of Contents*





In
      October 2005, the Company entered into a consulting agreement with Daniel
      Slocum, majority stockholder and President, for a term of twelve months ending
      in October 2006, pursuant to which Mr. Slocum is to provide advice and financial
      consulting services to the Company in connection with communications and
      information, which may include, but not necessarily limited to, review the
      writing by the Company of the corporate profile and review of any research
      reports; to assist and provide advice and financial consulting services to
      the
      Company in its management relations with any other present or potential joint
      venture partners; and to provide such other services and assistance to the
      Company and its officers and directors within the scope of Mr. Slocum’s
      expertise as the officers of the Company under the mutual agreement from time
      to
      time. The Company paid Mr. Slocum 835,000 shares of common stock, with the
      services over the term of the agreement valued at $91,850, as part of the equity
      compensation plan issuance.





We
      have a
      policy in place whereby we require the board of directors’ approval for material
      related party transactions. We believe that all of our related party
      transactions were done on terms that would have been similar if we conducted
      them with unrelated third parties.








**ITEM
      13. EXHIBITS, LIST AND REPORTS ON FORM** **8-K**





(a)
      Exhibits.





14.1
                Code of Ethics31.1
                Rule 13a-14(a)/15d-14(a) Certifications of Chief
                Executive Officer31.2
                Rule 13a-14(a)/15d-14(a) Certifications of
                Chief
                Financial Officer32.1
                Section 1350 Certifications of Chief Executive
                Officer32.2
                Section 1350 Certifications of Chief Financial
                Officer





(b)
      Reports on Form 8-K.





None.





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVI** **CES**




The
      following table represents the aggregate fees billed for professional audit
      services rendered to the independent auditor, Rotenberg & Co., LLP,
      ("Rotenberg") for our audit of the annual financial statements for the year
      ended June 30, 2006 and period from March 4, 2005 (inception) to June 30, 2005.
      Audit fees and other fees of auditors are listed as follows:





Year
                ended June 30, 2006
            
            Period
                from March 4, 2005 through June 30, 2005Rotenberg
            
            RotenbergAudit
                Fees(1)
            
            $
            20,000*
            
            $
            20,000*Audit-Related
                Fees(2)
            
            
            --
            
            
            --Tax
                Fees(3)
            
            
            --
            
            
            --All
                Other Fees(4)
            
            
            --
            
            
            --Total
                Accounting Fees and Services
            
            $
            20,000
            
            $
            20,000









(1)
            *Audit
                Fees*.
                These are fees for professional services for our audit of the annual
                financial statements, and for the review of the financial statements
                included in our filings on Form 10-QSB, and for services that are
                normally
                provided in connection with statutory and regulatory filings or
                engagements.




(2)
            *Audit-Related
                Fees*.
                These are fees for the assurance and related services reasonably
                related
                to the performance of the audit or the review of our financial
                statements.




(3)
            *Tax
                Fees*.
                These are fees for professional services with respect to tax compliance,
                tax advice, and tax planning.




(4)
            *All
                Other Fees*.
                These are fees for permissible work that does not fall within any
                of the
                other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax
                Fees.





**Pre-approved
      Policy for Audit and Non-Audit Services**





The
      Company does not have a standing audit committee and the full board of directors
      performs all functions of an audit committee, including the pre-approval of
      all
      audit and non-audit services prior to the Company engaging an accountant. All
      of
      the services rendered for the Company by Rotenberg & Co., LLP were
      pre-approved by the board of directors of the Company.




36
 *Table
          of Contents*




**SIGNATU** **RES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Registrant caused this Annual Report and any subsequent amendments thereto
      to be
      signed on its behalf by the undersigned, there unto duly authorized.








Dispatch
                Auto Parts, Inc.
              (Registrant)Date: August
                23, 2006
            By:
            /s/ Daniel
                SlocumDaniel
                Slocum
              President
                and Chief Executive Officer





Pursuant
      to the requirements of the Securities Act of 1934, this Annual Report has been
      signed below by the following persons in their respective capacities with the
      Registrant and on the dates indicated.







**SIGNATURE**
            **TITLE**
            **DATE**/s/
                Daniel Slocum
            President,
                Chief Executive Officer, Director
            August
                23, 2006Daniel
                Slocum/s/
                Anthony Collura
            Director
            August
                23, 2006Anthony
                Collura/s/
                Wayne Barney
            Director
            August
                23, 2006Wayne
                Barney








37