U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 2003
[ ] 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 14, 2003
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, 2003
and November 30, 2002
8/31/03 11/30/02
----------- --------
[Unaudited] [Audited]
ASSETS
Assets
Current Assets
Cash $ 13,977 $ 4,687
Inventory 10,000 31,896
----------- --------
Total Assets $ 23,977 $ 36,583
=========== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accrued Liabilities $ 12,500 $ 10,340
----------- --------
Total Current Liabilities 12,500 10,340
Payable to shareholder 26,128 21,870
----------- --------
Total Liabilities $ 38,628 $ 32,210
=========== ========
Stockholders' Deficit:
Common Stock, $.001 par value;
50,000,000 shares authorized;
2,556,500 issuedand outstanding 2,557 2,557
Paid-in Capital 26,243 26,243
Accumulated Deficit (43,451) (24,427)
----------- --------
Total Stockholders' Equity (14,651) 4,373
----------- --------
Total Liabilities and Stockholders'Deficit $ 23,977 $ 36,583
=========== ========
THE AUTOLINE GROUP, INC.
STATEMENTS OF OPERATIONS
For the Three and Nine Month Periods Ended August 31, 2003 and 2002
and for the period from inception through August 31, 2003
For the
Period from
For the For the For the For the Inception
Three Months Nine Months Three Months Nine Months [6/27/01]
Ended Ended Ended Ended through
08/31/03 08/31/03 8/31/02 8/31/02 8/31/03
-------------- --------------- --------------- ------------ -----------
Revenues $ 41,948 $ 119,945 $ 40,367 $ 94,232 $ 306,190
Cost of Sales 39,175 116,929 38,325 92,298 303,945
-------------- --------------- --------------- ------------ ------------
Gross Margin 2,773 3,016 2,042 1,934 2,245
General and Administrative Expenses 7,887 20,281 6,189 12,003 42,067
-------------- --------------- --------------- ------------ ------------
Net Loss from Operations (5,114) (17,265) (4,147) (10,069) (39,822)
-------------- --------------- --------------- ------------ ------------
Interest Expense $ 576 $ 1,758 $ 500 $ 1,000 $ 3,628
-------------- --------------- --------------- ------------ ------------
Net Loss Before Income Taxes (5,690) (19,023) (4,647) (11,069) (43,450)
Provision for Income Taxes 0 0 0 0 0
-------------- --------------- --------------- ------------ -----------
Net Loss $ (5,690) $ (19,023) $ (4,647) (11,069) (43,450)
============== =============== =============== ============ ===========
Loss Per Share $ (.01) $ (.01) $ (.01) $ (.01)$ (.02)
============== =============== =============== ============ ===========
Weighted Average Shares Outstanding 2,556,500 2,556,500 2,556,500 2,547,083 2,553,733
============== =============== =============== ============ ===========
THE AUTOLINE GROUP, INC
STATEMENTS OF CASH FLOWS
For the Three and Nine Month Periods Ended August 31, 2003 and 2002
and for the period from inception through August 31, 2003
For the
Period from
For the For the For the For the Inception
Three Months Nine Months Three Months Nine Months [6/27/01]
Ended Ended Ended Ended through
08/31/03 08/31/03 8/31/02 8/31/02 8/31/03
-------------- --------------- --------------- ------------ -----------
Cash Flows Provided by/(Used for)
Operating Activities
- ---------------------------------
Net Loss $ (5,690) $ (19,023) $ (4,647) $ (11,069) (43,450)
Adjustments to reconcile net income to net cash
provided by operating activities:
(Increase)/Decrease in inventory 13,175 21,896 13,429 (4,199) (10,001)
Increase/(Decrease) in income taxes payable 0 0 0 0 0
Increase/(Decrease) in amount due to shareholder 576 1,758 500 1,000 3,628
Increase/(Decrease) in sales tax payable 1,900 1,900 1,650 2,661 1,900
Decrease/(Increase) in accrued liabilities 1,500 (2,741) 1,500 4,500 7,600
-------------- --------------- -------------- ---------- -----------
Net Cash Provided by/(Used for) in Operating 11,461 3,790 12,432 (7,107) (40,323)
Activities
Cash Flows Provided by Investing Activities
Purchase of equipment 0 0 0 0 0
-------------- --------------- -------------- ---------- -----------
Net Cash Used by Investing Activities 0 0 0 0 0
Cash Flows Provided by Financing Activities
Issued stock for cash 0 0 0 11,300 28,800
Loan from a shareholder 2,500 5,500 0 10,000 25,500
-------------- --------------- -------------- ---------- -----------
Net Cash Provided by Financing Activities 2,500 5,500 0 21,300 54,300
Net Increase(decrease) in Cash 13,961 9,290 12,432 14,193 13,977
Beginning Cash Balance 16 4,687 1,851 90 0
-------------- --------------- -------------- ---------- -----------
Ending Cash Balance $ 13,977 $ 13,977 $ 14,283 $ 14,283 $ 13,977
============== =============== ============== ========== ===========
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 ($19,023) for the nine months
ended August 31, 2003. 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, 2002,
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, 2003,
resulted in $41,948 in revenues. Cost of goods sold, general and administrative
expenses and interest expenses were $47,638, resulting a net loss of $5,690.
Liquidity
----------
At August 31, 2003, the Company had total current assets of $23,977 and
total liabilities of $38,628. Management believes that its cash on hand of
$13,977 will be sufficient to allow it to continue its operations for the next
twelve months.
Item 3.Controls and Procedures
An evaluation was performed under the supervision and with the
participation of the Company's management, including the CEO and CFO, regarding
the effectiveness of the design and operation of the Company's disclosure
controls and procedures within 90 days before the filing date of this quarterly
report. Based on that evaluation, the Company's management, including the CEO
and CFO, concluded that the Company's disclosure controls and procedures were
effective. There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to their evaluation.
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, 2003, 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: 09/14/03 /S/JAMES DOOLIN
James Doolin, Chief Executive Officer and
Chief Financial Officer
CERTIFICATION
I, James Doolin, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of The Autoline Group,
Inc.;
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
the 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 or not 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.
Date: 09/14/03 /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: 09/14/03 /S/JAMES DOOLIN
James Doolin, President and Director