10QSB/A 1 qsb.htm JUNE 2003 QSB June 2003 QSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-QSB-A
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the First Quarter ended June 30, 2003
 
Commission File Number: 0-30891

 
Turner Valley Oil & Gas, Inc.
(Exact name of Registrant as specified in its charter)
 
formerly
NetParts.com, Inc.
 
 
 Nevada

 91-1980526


 (Jurisdiction of Incorporation)

 (I.R.S. Employer Identification No.)

   
 3131 Southwest Freeway #46, Houston TX

 77098


 (Address of principal executive offices)

 (Zip Code)

   (713) 521-9395

  Registrant's telephone number, including area code

          

Securities registered pursuant to Section 12(g) of the Act: Common Stock

As of 6/30/03, the number of shares of common stock outstanding was 37,552,300 .

Transitional Small Business Disclosure Format (check one): yes o no x


PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.

The financial statements, for the three months ended June 30, 2003, included herein have been prepared by the Company, without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnotes disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading.

The Remainder of this Page is Intentionally left Blank
 
 
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ITEM 2. DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

(a) Plan of Operation. Our plan of operation is changed from our previous report. We were incorporated for the purpose of creating a series of 16 specialized auto salvage yards, each one handling only one make of vehicle. We have not launched operations or achieved our funding goals during 2002, due to the impact of market and economic decline of the past six months. Our start up venture wast postponed until a more favorable economy and market conditions recover. We have now abandoned that plan in favor of an intention to enter the oil and gas industry. We are no developing a new business plan. We remain dormant and inactive otherwise, during the period of this report and for the present.

(b) Discussion and Analysis of Financial Condition and Results of Operations. We have not launched operations. We are a development stage company. We have had minimal revenues to date. Our General and Administrative activities to date have involved our corporate organization, business plan development, initial funding, auditing and preparation of our 1934 Registration of our common stock for tradability on the OTCBB. We have enjoyed no revenues since inception.


PART II: OTHER INFORMATION

Item 1. Legal Procedings. None

Item 2. Changes in Securities. As a current matter, after the period covered by this report, we effected a ten to one reverse split of the common stock of this corporation.

Item 3. Defaults on Senior Securities. None

Item 4. Submission of Matters to Vote of Security Holders . On July 1, 2003, by Majority Shareholder Action, persuant to the laws of Nevada, the following proposal was adopted:

To empower and direct the Officers to effect a ten to one reverse split of the common stock of this corporation; provided that, (1) fractional shares shall be rounded up; (2) no shareholder shall be reversed to less than 100 shares; and (3) no shareholder owning 100 shares or less shall be reversed. The purpose of the saving clauses (2) and (3) is to protect small shareholders from reduction to less than a marketable 100 share lot

Item 5. Other Information . As current matters, after the period covered by this report: (1) we have effected a name chage, as indicated on the cover of this report. On or about July 15, 2003, Christorpher Patton-Gay was appointed as a third and additional Director of this corporation. July 24, 2003, Christophrer Paton-Gay was selected President and Chief Executive Officer prospectively, by the Board of Directors. Mr. Paton-Gay has not participated in the review or certification of this reporting quarter.

Item 6. Exhibits and Reports on Form 8-K.

Exhibit 31. Section 302 Certification

Exhibit 32. Ceritification Pursuant TO 18 USC Section 1350

The Remainder of this Page is Intentionally left Blank
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-Q Report for the Quarter ended June 30, 2003 , has been signed below by the following persons on behalf of the Registrant and in the capacity and on the date indicated.



    
Turner Valley Oil and Gas, Inc.
formerly
NetParts.com, Inc.
 

Dated: August 13, 2003
by
 
 




/s/Donald Jackson Wells                                                           /s/Joseph A. Kane
Donald Jackson Wells                                                                        Joseph A. Kane
           president (retiring)/director                                                 secretary/treasurer/director
 



 
  Page - 3  

 
 



 


Exhibit 31

Section 302 Certification
 
 

 


 
  Page - 4  

 
 

  CERTIFICATIONS PURSUANT TO SECTION 302

I, Donald Jackson Wells, former president/director, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Turner Valley Oil and Gas for June 30, 2003;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
 
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
 
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
 
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Dated: August 13, 2003
 
/s/ Donald Jackson Wells
Donald Jackson Wells
President/Director
 
 
 
 
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CERTIFICATIONS PURSUANT TO SECTION 302

I, Joseph Kane, Secretary/Treasurer/Director, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Turner Valley Oil and Gas for June 30, 2003;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
 
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
 
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
 
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Dated: August 13, 2003
 
 
/s/ Joseph Kane
Joseph Kane 
Secretary/Treasurer/Director

 
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Exhibit 32

CERITIFICATION PURSUANT TO 18 USC SECTION 1350
 
 
 

 


 
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 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Netparts.com, Inc. , now renamed Turner Valley Oil & Gas, Inc. , a Nevada corporation (the "Company"), on Form 10-QSB for the quarter ended June 30, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, Donald Jackson Wells, Former President/Director of the Company, certify, pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
Dated: August 13, 2003
 
/s/ Donald Jackson Wells
Donald Jackson Wells
President/Director

         
  
 
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 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Netparts.com, Inc. , now renamed Turner Valley Oil & Gas, Inc. , a Nevada corporation (the "Company"), on Form 10-QSB for the quarter ended June 30, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, Joseph Kane, Secretary/Treasurer/Director of the Company, certify, pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
Dated: August 13, 2003
 
/s/ Joseph Kane
Joseph Kane 
Secretary/Treasurer/Director
 
 
 
 
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NETPARTS.COM, INC.

Financial Statements

June 30, 2003


 
 
 
 F - 1 Page - 10  

 
 
NETPARTS.COM, INC.
(a development Stage Company) 
Balance Sheets

 
 
 

 

 

 

June 30,  

 

 

December 31,

 

 

 

 

2003

 

 

2002

 


ASSETS
   
(Unaudited)  
   
 
 
Current Assets
   
 
   
 
 
Cash
 
$
-
 
$
-
 
   
 
 
Total Current Assets
   
-
   
-
 
   
 
 
Property & Equipment, Net
   
-
   
-
 
   
 
 
Total Assets
 
$
-
 
$
-
 
 
   
 
   
 
 
 
   
 
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
   
 
   
 
 
 
   
 
   
 
 
Current Liabilities
   
 
   
 
 
Accounts Payable
 
$
121,386
 
$
95,531
 
Notes Payable - Related Party
   
33,824
   
33,824
 
   
 
 
Total Current Liabilities
   
155,210
   
129,355
 
   
 
 
Total Liabilities
   
155,210
   
129,355
 
   
 
 
Stockholders' Equity
   
 
   
 
 
Common Stock, Authorized 100,000,000 Shares of $.001 Par Value,
   
 
   
 
 
37,552,300 and 22,552,300 shares issued and outstanding respectively
   
37,552
   
22,552
 
Additional Paid in Capital
   
1,562,658
   
1,277,658
 
Accumulated Deficit
   
(1,755,420
)
 
(1,429,565
)
 
   
 
   
 
 
Total Stockholders' Equity
   
(155,210
)
 
(129,355
)
   
 
 
Total Liabilities and Stockholders' Equity
 
$
-
 
$
-
 
   
 
 

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

 
F - 2 Page - 11  

 
 
 
NETPARTS.COM, INC.
(a development Stage Company) 
Statements of Operations
(Unaudited)

 
 
 
 
   
 

 

 

 

 

 

 

 

 

 

 

 

From Inception

 

 

 

 

For the six
months ended  

 

 

For the six
months ended

 

 

For the three
months ended

 

 

For the three
months ended

 

 

on April 21, 1999

 

 

 

 

June 30,  

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

through June 30,

 

 

 

 

2003

 

 

2002

 

 

2003

 

 

2002

 

 

2003
 

 
Revenues
 
$
-
 
$
-
 
$
-
 
$
-
 
$
1,000
 
 
   
 
   
 
   
 
   
 
   
 
 
Operating Expenses
   
 
   
 
   
 
   
 
   
 
 
General & Administrative
   
325,855
   
152,481
   
10,202
   
96,988
   
1,756,420
 
   
 
 
 
 
 
Total Operating Expenses
   
325,855
   
152,481
   
10,202
   
96,988
   
1,756,420
 
   
 
 
 
 
 
Operating Income (Loss) before discontinued operations
   
(325,855
)
 
(152,481
)
 
(10,202
)
 
(96,988
)
 
(1,755,420
)
   
 
 
 
 
 
(Loss) from discontinued operations
   
-
   
-
   
-
   
-
   
-
 
(Loss) from disposal of discontinued operations
   
-
   
-
   
-
   
-
   
-
 
   
 
 
 
 
 
Net (loss) from operations
   
(325,855
)
 
(152,481
)
 
(10,202
)
 
(96,988
)
 
(1,755,420
)
 
   
 
   
 
   
 
   
 
   
 
 
Other Income (Expense)
   
 
   
 
   
 
   
 
   
 
 
Miscellaneous Income
   
-
   
-
   
-
   
-
   
-
 
Interest Expense
   
-
   
-
   
-
   
-
   
-
 
   
 
 
 
 
 
Total Other Income (Expense)
   
-
   
-
   
-
   
-
   
-
 
   
 
 
 
 
 
Net Income (Loss)
 
$
(325,855
)
$
(152,481
)
$
(10,202
)
$
(96,988
)
$
(1,755,420
)
   
 
 
 
 
 
Net Income (Loss) Per Share
 
$
(0.01
)
$
(0.01
)
$
(0.00
)
$
(0.01
)
$
(0.30
)
   
 
 
 
 
 
Weighted Average Shares Outstanding
   
36,972,190
   
14,339,773
   
37,552,300
   
14,390,879
   
5,873,027
 

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

 
F - 3 Page - 12  

 
 
NETPARTS.COM, INC.
(a development Stage Company) 
Statement fo Cash Flows
(Unaudited)

 
 
 
 
   
For the six months ended    
   
 
 
 
   
June 30,   

 

 

From inception

 

 

 

 

through June 30,   

 

 

on April 21, 1999 

 

 

 

 

2003

 

 

2002

 

 

2003

 


   
Cash Flows from Operating Activities
   
 
   
 
   
 
 
 
   
 
   
 
   
 
 
Net Income (Loss)
 
$
(325,855
)
$
(152,481
)
$
(1,755,420
)
Adjustments to Reconcile Net Loss to Net Cash
   
 
   
 
   
 
 
Provided by Operations:
   
 
   
 
   
 
 
Bad debt expense
   
-
   
-
   
-
 
Stock Issued for Services
   
298,500
   
50,000
   
1,398,710
 
Stock issued to reduce payables
   
1,500
   
-
   
101,500
 
Interest on notes payable - related party
   
-
   
-
   
33,824
 
Change in Assets and Liabilities
   
-
   
-
   
-
 
(Increase) in interest receivable
   
-
   
-
   
-
 
Increase (Decrease) in Accounts Payable and Accrued Expenses
   
25,855
   
102,481
   
121,386
 
   
 
 
 
Net Cash Provided(Used) by Operating Activities
   
-
   
-
   
(100,000
)
   
 
 
 
Cash Flows from Investing Activities
   
 
   
 
   
 
 
Cash paid for investments
   
-
   
-
   
-
 
   
 
 
 
Net Cash Provided (Used) by Investing Activities
   
-
   
-
   
-
 
   
 
 
 
Cash Flows from Financing Activities
   
 
   
 
   
 
 
Sale of Common Stock
   
-
   
-
   
100,000
 
   
 
 
 
Net Cash Provided(Used) by Financing Activities
   
-
   
-
   
100,000
 
   
 
 
 
Increase (Decrease) in Cash
   
-
   
-
   
-
 
   
 
 
 
Cash and Cash Equivalents at Beginning of Period
   
-
   
-
   
-
 
   
 
 
 
Cash and Cash Equivalents at End of Period
  $
-
  $
-
 
$
-
 
   
 
 
 
Cash Paid For:
   
 
   
 
   
 
 
Interest
 
$
-
 
$
-
 
$
-
 
   
 
 
 
Income Taxes
  $  
$
$ -
 
$
-
 
   
 
 
 

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

 
F - 4 Page - 13  

 
 


NETPARTS.COM, INC.
Notes to the Financial Statements
June 30, 2003

 



GENERAL

Netparts.com, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the three and six months ended June 30, 2003 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on Form 10-KSB for the fiscal year ended December 31, 2002.

UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.
 
 
 



 
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