U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-QSBA [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- ------------------ Commission File No. 000-49817 The Autoline Group, Inc. (Name of Small Business Issuer in its Charter) UTAH 87-0671592 (State or Other Jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 5442 South 900 East #125 Salt Lake City, UT 84117 ----------------- (Address of Principal Executive Office) Issuer's Telephone Number, including Area Code: (310) 795-0252 (Former Name or Former Address, if changed since last Report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes X No ---- ---- ---- ---- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS None, Not Applicable; APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: September 9, 2002 2,556,500 PART I - FINANCIAL INFORMATION Item 1.Financial Statements. The Financial Statements of the Registrant required to be filed with this 10-QSB Quarterly Report were prepared by management and commence on the following page, together with related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant. The Financial Statements have been reviewed and are on file with the Company's Auditor. THE AUTOLINE GROUP, INC. BALANCE SHEETS As of August 31, 2002 and November 30, 2001 8/31/02 11/30/01 ----------- -------- [Unaudited] [Audited] ASSETS Assets Current Assets Cash $ 14,283 $ 90 Inventory 24,904 20,705 ----------- -------- Total Assets $ 39,187 $ 20,795 =========== ======== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accrued Liabilities $ 6,100 $ 1,600 Sales Tax Payable 2,662 0 Income Taxes Payable 0 0 ----------- -------- Total Current Liabilities 8,762 1,600 Payable to shareholder 21,202 10,203 ----------- -------- Total Liabilities $ 29,964 $ 11,803 =========== ======== Stockholders' Deficit: Common Stock, $.001 par value; 50,000,000 shares authorized; 2,556,500 and 2,500,000 shares issued and outstanding, respectively 2,557 2,500 Paid-in Capital 26,243 15,000 Accumulated Deficit (19,577) (8,508) ----------- -------- Total Stockholders' Equity 9,223 8,992 ----------- -------- Total Liabilities and Stockholders'Deficit $ 39,187 $ 20,795 =========== ======== THE AUTOLINE GROUP, INC. STATEMENTS OF OPERATIONS For the Three and Nine Month Periods Ended August 31, 2002 and for the period from inception through August 31, 2002 For the Period from For the For the Inception Three Months Nine Months [6/27/01] Ended Ended through 8/31/02 8/31/02 8/31/02 --------------- ------------ ----------- Revenues $ 40,367 $ 94,232 $ 94,232 Cost of Sales 38,325 92,298 92,298 --------------- ------------ ----------- Gross Margin 2,042 1,934 1,934 General and Administrative Expenses 6,189 12,003 20,208 --------------- ------------ ----------- Net Loss from Operations (4,147) (10,069) (18,274) --------------- ------------ ----------- Interest Expense $ 500 $ 1,000 $ 1,203 --------------- ------------ ----------- Net Loss Before Income Taxes (4,647) (11,069) (19,477) Provision for Income Taxes 0 0 100 --------------- ------------ ----------- Net Loss $ (4,647) (11,069) (19,577) =============== ============ =========== Loss Per Share $ (.01) $ (.01)$ (.01) =============== ============ =========== Weighted Average Shares Outstanding 2,556,500 2,547,083 2,449,882 =============== ============ =========== THE AUTOLINE GROUP, INC STATEMENTS OF CASH FLOWS For the Three and Nine Month Periods Ended August 31, 2002 and for the period from inception through August 31, 2002 For the Period from For the For the Inception Three Month Nine Month [06/27/01] Period Ending Period Ending through 08/31/02 08/31/02 08/31/02 Cash Flows Provided by/(Used for) Operating Activities -------------- ---------- ----------- - --------------------------------- Net Loss $ (4,647) $ (11,069) (19,577) Adjustments to reconcile net income to net cash provided by operating activities: (Increase)/Decrease in inventory 13,429 (4,199) (24,904) Increase/(Decrease) in income taxes payable 0 0 0 Increase/(Decrease) in amount due to shareholder 500 1,000 1,203 Increase/(Decrease) in sales tax payable 1,650 2,661 2,661 Decrease/(Increase) in accrued liabilities 1,500 4,500 6,100 -------------- ---------- ----------- Net Cash Provided by/(Used for) in Operating Activities 12,432 (7,107) (34,517) Cash Flows Provided by Investing Activities Purchase of equipment 0 0 0 -------------- ---------- ----------- Net Cash Used by Investing Activities 0 0 0 Cash Flows Provided by Financing Activities Issued stock for cash 0 11,300 28,800 Loan from a shareholder 0 10,000 20,000 -------------- ---------- ----------- Net Cash Provided by Financing Activities 0 21,300 48,800 Net Increase(decrease) in Cash 12,432 14,193 14,283 Beginning Cash Balance 1,851 90 0 -------------- ---------- ----------- Ending Cash Balance $ 14,283 $ 14,283 $ 14,283 ============== ========== =========== The Autoline Group, Inc. Notes to the Interim Financial Statements NOTE 1- BASIS OF PRESENTATION The accompanying unaudited interim financial statements of The Autoline Group, Inc. have been prepared in accordance with generally accepted accounting principles and the rule of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in this Registration Statement. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for interim are not necessarily indicative of the results to be expected for the full year. NOTE 2- LIQUIDITY/GOING CONCERN The Company has accumulated losses since inception, has minimal assets, and has a net operating loss of ($4,147) for the three months ended August 31, 2002. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management plans include development and marketing of its dealership operations or finding other well-capitalized merger candidates. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 3- OFFICER COMPENSATION EXPENSES The total expense for the Company's officers of $500 per month is recorded as an accrued liability on the Company's balance sheet, and is part of the general and administrative expenses on the Company's income statement. Item 2.Management's Discussion and Analysis or Plan of Operation. Plan of Operations ------------------- The Company is a development stage company. Management believes that through the wholesale and retail channels the Company will be able to generate profits by buying and selling automobiles. The Company will concentrate on marketing late model cars, sport utility vehicles and trucks. In addition, the Company intends to expand its operations by acquiring, joint venturing or merging with other automobile dealers and/or wholesalers in exchange for the issuance of shares of its common stock. As of the date of this filing, the Company has not entered into any agreements in this regard, and there is no assurance that the Company will be successful in entering into a transaction with any such entity. The independent auditor's report issued in connection with the audited financial statements of the Company for the period ended November 30, 2001, expresses "substantial doubt about its ability to continue as a going concern," due to the Company's status as a development stage company and its lack of significant operations. If the Company is unable to develop its operations, the Company may have to cease to exist, which would be detrimental to the value of the Company's common stock. As of the date of this report the Company still can make no assurances that its business operations will develop and provide the Company with significant cash to continue operations. The Company incurs expense for the Company's officers of $500 per month. This expense is recorded as a general and administrative expense on the Company's income statement and as an accrued liability on the Company's balance sheet. The foregoing contains "forward-looking" statements and information, all of which is modified by reference to the caption "Risk Factors." Results of Operations --------------------- The Company's operations during the quarterly period ended August 31, 2002, resulted in $40,367 in revenues. Cost of goods sold, general and administrative expenses and interest expenses were $45,014, resulting a net loss of $4,647. Liquidity ---------- At August 31, 2002, the Company had total current assets of $39,187 and total liabilities of $29,964. Management believes that its cash on hand of $1,851 will be sufficient to allow it to continue its operations for the next twelve months. PART II - OTHER INFORMATION Item 1.Legal Proceedings. None; not applicable. Item 2.Changes in Securities. None; not applicable Item 3.Defaults Upon Senior Securities. None; not applicable. Item 4.Submission of Matters to a Vote of Security Holders. None; not applicable Item 5.Other Information. None; applicable Item 6.Exhibits and Reports on Form 8-K. None; not applicable (b)Reports on Form 8-K. None; Not Applicable. 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 The Autoline Group, Inc. (the "Company") on Form 10-QSB for the quarter ended August 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James Doolin, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that: (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 result of operations of the Company. Date: 11/18/02 /S/JAMES DOOLIN James Doolin, Chief Executive Officer and Chief Financial Officer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. The Autoline Group, Inc. Date: 11/18/02 /S/JAMES DOOLIN James Doolin, President and Director