U. S. Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended November 30, 2004
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                               Commission File No.
                                     0-49817

                           The Autoline Group, Inc.
                           ------------------------
       (Name of Small Business Issuer as specified in its charter)

        UTAH                                        87-0671592
        ----                                        -----------
(State or other jurisdiction of                  (Employer I.D. No.)
       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


Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered:                     None
Securities Registered under Section 12(g) of the Exchange Act: $0.001 par value
                                                               common stock


     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company 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
               ---      ---                  ---      ---


     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,   to  the  best  of  Company's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State Issuer's revenues for its most recent fiscal year:  November 30, 2004
- $287,914.
<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     November 31, 2004 - $538,815.  There are approximately  1,056,500 shares of
common  voting  stock of the  Company  not held by  affiliates.  The Company has
arbitrarily  valued these shares at the highest bid price of $0.51 per share, as
of close of February 23, 2005.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
     None, Not applicable.


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                JANUNARY 31, 2005
                                    2,556,500


                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Part
III, Item 13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
                                               PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

          Organization, Charter Amendments and General History
          ----------------------------------------------------

     The Autoline Group, Inc., a Utah corporation (the "Company"), was organized
under the laws of the State of Utah on June 27, 2001.

          General History
          ---------------

     Prior to the Company's organization,  it sold 1,500,000  "unregistered" and
"restricted" shares of common stock at $0.005 per share, with the Company having
received gross proceeds of $7,500.

     Following the Company's organization, it conducted an offering of 1,000,000
shares  of  common  stock at a price of  $0.01  per  share.  This  offering  was
conducted  under  Rule  504 of  Regulation  D of  the  Securities  and  Exchange
Commission, and applicable provisions of Rule 144-14-25s of the Utah Division of
Securities,  which  provides for sales of securities by public  solicitation  to
"accredited investors." The offering was subsequently closed July 18, 2001, with
the Company having received gross proceeds of $10,000.

     On December 27, 2001, the Company completed  another offering.  The Company
offered  100,000  shares of common  stock at a price of $0.20  per  share.  This
offering was  conducted  under Rule 504 of  Regulation D of the  Securities  and
Exchange  Commission,  and applicable  provisions of Rule 144-14-25s of the Utah
Division  of  Securities,  which  provides  for sales of  securities  by public
solicitation  to "accredited  investors." The offering was  subsequently  closed
December 27, 2001,  with the Company having sold 56,500 shares,  receiving gross
proceeds of $11,300.

<PAGE>

        Business.
        ---------

     The Company is a Utah-based  automobile  reseller that provides  individual
customers access to the national wholesale market.  From our inception,  we have
concentrated  on developing  relationships  with  customers to provide them with
exceptional service and allow them access to a national inventory of automobiles
through the wholesale market.  Through the Company's service, the general public
will be able to purchase cars at or near wholesale prices,  and the Company will
profit be charging a set fee.  The  Company's  service will allow the Company to
maintain minimal  inventory and still allow customers a wide variety of vehicles
through  national  auction  houses.  The  Company  also  believes  that  certain
opportunities  may exist within the  wholesale  arena.  The Company may purchase
vehicles  at an auction and resell  either  through  another  auction or through
retail channels.

     Although the Company occasionally sells vehicles from its limited inventory
it does not  intend to  generate a majority  of its  income  through  its retail
channel.  As previously  mentioned the Company intends to generate a majority of
its revenue by providing customers a service in which it will charge a fee. This
fee-service  will include  locating,  purchasing  and  delivering a vehicle to a
customer through the wholesale automobile channels.

     The Company's  operations  allows the Company to operate at a significantly
smaller scale than most automobile  dealerships.  The Company's  office is a 200
square foot building and has adequate space to display three automobiles outside
of the office. Because the Company's focus is to provide a service to automobile
purchasers the Company does not need a large office or display.

     Principal Line of Business.
     ---------------------------

     Our  Company's  plan of operation for the next 12 months is to continue the
operations of our Company's wholesale and retail automobile  dealership.  Within
the last year we  relocated  our retail used car sales lot from 268 West Cottage
Ave, in Sandy,  Utah,  to its new location at 257 West Central  Ave.,  Salt Lake
City, Utah.

     In addition to  providing  our  customers  with access to our  inventory of
automobiles,  we are concentrating on developing  relationships  with individual
customers  to provide them with access to a national  inventory  of  automobiles
available  through  the  wholesale  market.  We will  charge a set fee for these
purchases  which  will allow our  customers  to acquire  used  vehicles  at near
wholesale prices. Additionally,  we may purchase used vehicles from this network
of dealerships  and/or wholesale  auctions and resell the vehicles at a separate
auction location.

<PAGE>

     Overview of Used Car Sales.
     ---------------------------

     Used  car  retail  sales  typically  occur  through  either  manufacturer's
franchised new car dealerships  that sell used cars or through  independent used
car  dealerships.  The  market  for  used  car  sales  is  significant  and  has
approximately  22,000 franchised and 54,000  independent used car dealers in the
United States.

     Retail Car Sales.
    ------------------


     The Company believes it distinguishes  its retail  operations from those of
typical dealers through our:

        - dedication to customer service,
        - advertising and marketing programs for the vehicles it plans to sell
          to buyers,
        - decentralized purchasing, enabling the Company
          to offer the best possible price to customers
        - service which allows customers looking for a specific car
          at a specific price to pay a pre-negoatiated fee to the Company for
          providing the desired vehicle

     The dealership is run by our executive  officers who are  responsibile  for
the operations of the dealership facility, operations and financing.

     The Company  believes that a it will generate revenue through the following
two methods. First of all, the Company believes that the majority of its revenue
will be generated by serving the niche market of  price-sensitive  customers who
are  looking  for  a  specific  car  and  charging  a  pre-negotiated   set  fee
("pre-negotiated  buyer").  The second  method  that the Company  believes  will
generate  revenue is by marketing and selling its limited  inventory of vehicles
to non pre-negotiated buyers or wholesale buyers.

     The Company  believes  that a majority of its revenue  will be generated by
serving  the   pre-negotiated   buyer  market,   which  is  a  niche  market  of
price-sensitive  customers  who are  looking for a specific  car and  charging a
pre-negotiated  set fee.  The Company  focuses on the  specific  niche market of
price-sensitive  customers instead of the average car buyer, because it does not
offer  financing,  warranties or other  automotive  service.  Its customers have
already  established their own financing and do not rely on the Company to offer
any  warranties  or other  miscellaneous  services.  The  Company's  ability  to
purchase vehicles specifically for customers allows the Company to carry limited
inventory and still provide customers with a vast selection.  Although there are
numerous  dealerships in the Salt Lake City market,  very few dealerships  offer
this  service.  The Company is targeting  customers  that want to purchase  cars
through the  wholesale  markets,  which may allow them to benefit by  purchasing
vehicles at a price lower than the retail  market and pay a  pre-negotiated  set
fee.  The  Company  believes  that it can  charge  less  per  vehicle  than  its
competitors due to its lower overhead expenses. Furthermore the Company believes
that by  negotiating  a fee  before the buyer  purchases  the  vehicle  that the
Company may gain the customer's trust and confidence.
<PAGE>

     The Company  believes that its second method of advertising,  marketing and
selling vehicles to non pre-negotiated buyers will also generate revenue for the
Company.  To support  this method of  generating  revenue the Company  generally
maintains an average  inventory of two used cars at any given time. The cars are
typically  2002 model year or newer.  The  Company  carries  these  vehicles  as
inventory to market to non pre-negotiated buyers. Inventory is typically carried
for less than 90 days.  Our inventory  control allows us to target our customers
to specific  niche markets.  To date,  the Company's  inventory has not exceeded
more than two cars, because the Company believes that its largest opportunity is
serving  the  pre-negotiated  buyers  who want to buy a  specific  vehicle  at a
specific price. As the Company's  inventory is minimal,  developing an inventory
control  system has not been  necessary.  However,  the  Company's  inventory is
insured against theft and accidents,  minimizing the Company's losses associated
with theft and accident  risk.  We acquire this kind of inventory  from used car
wholesalers, used car auctions, and customer trade-ins.

     In making  purchases of vehicles  intended  for sell to non  pre-negotiated
buyers, the Company takes into account each car's retail value,  longevity,  and
the costs of buying,  reconditioning,  and  delivering  the car for resale.  The
Company  only  purchases  inventory  if it  believes  that it is  acquiring  the
vehicles at a substantial  discount to market prices.  The Company believes that
some opportunities  exist within the resale of these inventoried  vehicles,  but
the Company's primary focus is on serving the pre-negotiated buyer market.

     The non  pre-negotiated  transactions will require the Company to advertise
and market the vehicles for sale in order to generate revenue. (See "Advertising
and Marketing" in the following section)


     Advertsing and Marketing.
     -------------------------

     The  Company  plans  on  attracting  and  retaining  customers  for the non
pre-negotiated buyer transactions through its advertising and marketing efforts.
In general, our advertising campaigns will emphasize our ability to provide high
quality  cars at,  often  times,  below  market  prices.  Currently  the Company
advertises  its non  pre-negotiated  inventoried  vehicles  through a variety of
websites including,  ebay.com, yahoo.com and traderonline.com.  The Company pays
yahoo.com,  ebay.com,  and traderonline.com to list its vehicles for sale. These
advertisements are intended for the Company's non  pre-negotiated  customers and
are general listings in the respective  websites  marketplace.  The Company does
not advertise using banner advertisements. These websites typically charge $35 -
$100 per listing.  Listing usually last about 3 weeks. The Company plans to have
its own website,  in which it can advertise both cars for sale and its wholesale
car  reselling  service.  Also,  the  Company  may begin to  advertise  in local
newspapers  to attract more  customers.  The Company  believes that its services
will create brand name recognition and promote our image as a professional,  yet
approachable,  business. The Company is currently seeking a firm to help develop
a web-site.  The web-site will  concentrate  on explaining the services that the
Company offers and provide customers with testimonials and contact  information.
Currently, the Company does not have a web-site.

     In  order  to  target  its  pre-negotiated  buyers  the  Company  plans  on
attracting  these  customer  through   word-of-mouth   and  possibly   newspaper
advertisements.

     The  Company  is not  able  to  predict  how  many  cars  it  must  sell to
break-even.  The  Company's  ability  to  break-even  depends  on the  number of
customers it can attract,  including the fee that the Company can negotiate with
its  pre-negotiated  buyers,  the revenue it can generate by selling vehicles to
non pre-negotiated  buyers, the costs associated with attracting customers,  the
selling and  administrative  costs, and the costs associated with complying with
both state and federal regulations.
<PAGE>
     Number of Employees.
     --------------------

     Other than its President,  James Doolin, and Vice President,  Burke Staker,
the  Company  currently  has no  employees.  Mr.  Doolin and Mr.  Staker will be
responsible for all of the Company's  operations for the foreseeable future. The
Company will hire an additional clerical worker if necessary,  and if it is able
to pay that worker's wages or salary from operating revenues. Neither Mr. Doolin
nor Mr. Staker have any substantial experience in the automobile industry.  This
lack of experience may prove to be  detrimental  in the Company's  ability to be
successful with its current business operations.  As of date, Mr. Doolin and Mr.
Staker  have  performed  the  following  duties  in  regards  to  the  Company's
operations:

        - Established the Company's office.
        - Obtained the Company's dealer license.
        - Attended the Automobile Dealer Education course.
        - Developed relationships with other Automobile dealers
          and auction houses.
        - Developed relationships with insurance and transportation agents.
        - Generated sales through advertising and marketing vehicles.
        - Developed relationships with customers.
        - Attended auctions in Utah and California
        - Negotiated the purchase of sell of all vehicles.
        - Raised all of the Companies capital.
        - Maintained all of the Company's non-financial records.
        - Maintained the Company's internal bookkeeping.


     Principal Products and Services.
     --------------------------------

     The Company  offers  customers  the ability to purchase  vehicles  from the
wholesale  markets,  which may allow them  substantial  savings  from the retail
market price.  Also, the Company plans on selling vehicles through the wholesale
markets,  with the intent of  profiting  by selling the  vehicles  at  different
geographical  locations.  The  Company  has  access to a network  of  automobile
auction houses throughout the United States. The Company has been granted access
to Manheim Auctions.  Manheim Auctions,  headquarted in Atlanta, Georgia, is the
largest,  highest  volume  wholesale  automobile  auction  company in the world.
Manheim has more than 80 auctions locations worldwide and the Company has access
to this network of auctions.

        Risk Factors.
        -------------

     An  investment  in our common  stock  involves a high  degree of risk.  You
should consider the following  factors carefully before deciding to purchase any
shares of our common stock. If any of the following  risks occur,  our business,
operating results and financial  condition could be seriously harmed.  The value
of our common stock could decline due to any of these risks,  and you could lose
all or part of your investment.

     Early Stage of Development.
     ---------------------------

     The Company was formed in June, 2001, and is still at a very early stage of
development.  The Company faces a high risk of business failure and there can be
no assurance that we will achieve profitable business operations.

<PAGE>

     The Company's operations may not be profitable.
     -----------------------------------------------

     The  purchase  and  flooring  of  automobiles  can  require  large up front
expenditures  and working  capital.  The Company will also  experience  expenses
related to the general and  administrative  expenses of the business,  including
office,  computer and software expenses.  The Company expects that its operating
expenses  may  result  in  continued  losses.  There  is no  guarantee  that the
Company's operations will become profitable.

     Fluctuations in Quarterly Operating Results
     and Margins; Seasonality of Business.
     -------------------------------------

     The Company's  operating results are likely to fluctuate in the future as a
result of a variety of  factors,  many of which will be  outside  the  Company's
control.  Some of these  factors may  include  economic  conditions  specific to
changes in consumer interest rates; government regulation and legal developments
regarding the resale of automobiles; and general economic conditions; the amount
and  timing  of the  receipt  of new  business;  timing  of  hiring  or  loss of
personnel;  the amount and  timing of the  opening or closing of an office;  the
amount  and the  relative  mix of kinds of  automobiles  in  inventory,  capital
expenditures and other costs relating to the expansion of operations;  the level
of demand for different kinds of automobiles;  the ability to maintain  adequate
staffing to service  clients  effectively;  the cost of advertising  and related
media;  the  introduction  of new products or services by  competitors;  pricing
changes in the industry;  relative mix of lower cost full-time  employees versus
higher cost independent contractors. The Company may also experience seasonality
in its business,  resulting in diminished revenues as a consequence of decreased
demand for automobiles  during summer and year-end vacation and holiday periods.
Due to all of the  foregoing  factors,  the Company's  operating  results in any
given quarter may fall below expectations.  In such an event, any future trading
price of the  Company's  common stock would likely be  materially  and adversely
affected.

     Evolving Busines Model.
     -----------------------

     The Company and its  prospects  must be  considered  in light of the risks,
expenses and difficulties  frequently encountered by companies in an early stage
of development.  Such risks for the Company include,  but are not limited to, an
evolving  business model.  To address these risks the Company must,  among other
things, develop strong business development and management  activities,  develop
the strength  and quality of its  operations,  maximize  the value  delivered to
clients by the Company's automobile solutions, develop and enhance the Company's
brand through customer service, respond to competitive developments and attract,
retain and motivate  qualified  employees.  There can be no  assurance  that the
Company will be successful in meeting these challenges and addressing such risks
and the failure to do so could have a material  adverse  effect on the Company's
business, financial condition, result of operations and prospects.

     Risks Related to Future Acquisitions.
     -------------------------------------

     A key  component  of the  Company's  growth  strategy is expected to be the
acquisition of firms.  The Company will focus on acquiring firms that match with
the Company's goals for strategic growth. The successful  implementation of this
strategy will depend on the Company's ability to identify  suitable  acquisition
candidates,  acquire such  companies on  acceptable  terms and  integrate  their
operations  successfully  with those of the  Company.  There can be no assurance
that  the  Company  will be able to  identify  additional  suitable  acquisition
candidates  or that the  Company  will be able to  acquire  such  candidates  on
acceptable terms. Moreover, in pursuing acquisition  opportunities,  the Company
may compete with other  companies  with similar  growth  strategies,  certain of
which  competitors may be larger and have greater  financial and other resources
than the Company.  Competition for these acquisition  targets may also result in
increased  prices of  acquisition  targets and a  diminished  pool of  companies
available for  acquisition.  Acquisitions  also involve a number of other risks,
including  adverse  effects on the Company's  reporting  operating  results from
increases in  goodwill,  amortization,  acquired  in-process  technology,  stock
compensation  expense  resulting  from newly hired  employees,  the diversion of
management  attention,  potential  disputes  with  the  sellers  of one or  more
acquired  entities  and the possible  failure to retain key acquired  personnel.
Lack of client satisfaction or performance  problems with an acquired firm could
also have a material adverse impact on the reputation of the Company as a whole,
and any acquired  subsidiary could  significantly  underperform  relative to the
Company's  expectations.  For all of these reasons,  the Company's pursuit of an
overall acquisition strategy or any individual pending or future acquisition may
have a material adverse effect on the Company's business,  financial  condition,
results  of  operations  and  prospects.   Management   expects  that,  for  the
foreseeable  future,  shares  of the  Company's  common  stock  will be the sole
consideration for any such acquisition.  As the Company issues stock to complete
any  future  acquisition,   existing   shareholders  will  experience  ownership
dilution.
<PAGE>

     Risks Associated with Failure to Manage Growth.
     -----------------------------------------------

     At  present,  the  Company's  employees  include  and  are  limited  to its
President,  James Doolin, and Vice President, Burke Staker. Any expansion of the
Company's  operations would place a significant strain on its limited personnel,
management  and  other  resources.  Depending  on the  success  of  its  planned
operations,  the Company may be required to attract,  train, motivate and manage
new  employees   successfully  and  to  develop   operational,   management  and
information  systems and controls.  There can be no assurance that the Company's
systems,  procedures or controls  will be adequate to support its  operations or
that its  management  will be able to achieve the rapid  execution  necessary to
exploit the market for the Company's  business model. The failure to effectively
manage growth could have a material  adverse  effect on the Company's  business,
financial condition, results of operation and prospects.

     Executive Officers Maintains Significant
     Control Over the Company and its Officers.
     ------------------------------------------

     The  Company's  Executive  Officers  control the Company  which  results in
outside  investors  having minority  ownership  position and very little control
over the Company.  Currently the Executive Officers own approximately 59% of the
issued and  outstanding  shares of the  Company's  common  stock.  The Executive
Officers  also  maintain  control over the  Company's  board of  directors.  The
Executive Officers also control the Company's business operations and policies.


     Competition; Low Barriers to Entry.
     -----------------------------------

     The market  for used  automobiles  is an  established  industry,  intensely
competitive,  rapidly  evolving  and  subject to  change.  The  Company  expects
competition to be rather constant. The Company's competitors can be divided into
several groups:  franchise automobile dealerships,  used car dealers,  wholesale
dealers and  Internet  dealers.  Many of the  Company's  current  and  potential
competitors have longer operating  histories,  larger installed  customer bases,
longer relationships with clients,  significantly greater financial backing, and
extensive  relationships with marketing and public relation sources. The Company
may from time to time make certain  pricing and marketing  decisions or business
or  technology  acquisitions  that could have a material  adverse  effect on the
Company's business,  financial  condition,  results of operations and prospects.
Competition of the type described above could  materially  adversely  affect the
Company's business,  results of operations,  financial conditions and prospects.
The Company can make no  assurances  that the  operations  will be successful in
this competitive environment.

     In addition,  the Company's ability to maintain future client relationships
and generate new clients will depend to a  significant  degree on the quality of
its  services  and its  reputation  among its  clients  and  potential  clients,
compared with the quality of its services  provided by, and the  reputations of,
the  Company's  competitors.  To the extent  the  Company  loses  clients to its
competitors  because  of  dissatisfaction  with the  Company's  services  or its
reputation is adversely affected for any other reason,  the Company's  business,
result of operations,  financial  conditions  and prospects  could be materially
adversely affected.

     There are  relatively  low barriers to entry into the  Company's  business.
Because  firms  such as the  Company  rely on the skill and  knowledge  of their
personnel  and the  quality  of their  client  service,  they  have no  patented
technology  that would  preclude  or inhibit  competitors  from  entering  their
markets. The Company is likely to face additional  competition from new entrants
into the market in the future. There can be no assurance that existing or future
competitors  will  not  develop  or  offer  services  that  provide  significant
performance,  price,  creative  or other  advantages  over those  offered by the
Company,  which could have a material adverse effect on its business,  financial
condition, results of operations and prospects.
<PAGE>

     Potential Liability to Clients.
     -------------------------------

     The Company buys and resells automobiles.  Its failure or inability to meet
a client's  expectations  in the  performance  of these goods  could  injure the
Company's  business  reputation  or result in a claim for  substantial  damages,
regardless of its responsibility  for such failure.  Although the Company has an
insurance policy covering claims in this matter, the successful assertion of one
or more large claims  against the Company that are uninsured,  exceed  available
insurance  coverage or result in changes to the  Company's  insurance  policies,
including  premium  increases  or  the  imposition  of  a  large  deductible  or
co-insurance  requirements,  could  adversely  affect  the  Company's  business,
results of operations and financial conditions.

     Future Capital Needs; Uncertainty of Additional Financing.
     ----------------------------------------------------------

     The Company currently anticipates that its available cash resources will be
sufficient  to meet  its  presently  anticipated  working  capital  and  capital
expenditure  requirements for the next twelve months.  However,  the Company may
need to raise  additional  funds in order to support  expansion,  develop new or
enhanced  services,  respond to  competitive  pressures,  acquire  complimentary
businesses or technologies or take advantage of unanticipated opportunities. The
Company's  future liquidity and capital  requirements  will depend upon numerous
factors,  including the success of its proposed  business and the ability of the
Company to generate profits from these  operations.  The Company may be required
to raise  additional  funds  through  public  or  private  financing,  strategic
relationships  or  other  arrangements.  There  can be no  assurance  that  such
additional  funding,  if needed,  will be available on terms  acceptable  to the
Company, or at all.

     Furthermore,   any   additional   equity   financing  may  be  dilutive  to
stockholders,   and  debt  financing,  if  available,  may  involve  restrictive
covenants,  which may limit the Company's operating  flexibility with respect to
certain business matters. If additional funds are raised through the issuance of
equity securities,  the percentage  ownership of the stockholders of the Company
will be reduced,  stockholders  may experience  additional  dilution in net book
value per share and such  equity  securities  may have  rights,  preferences  or
privileges  senior to those of the  holder of the  Company's  common  stock.  If
adequate funds are not available on acceptable  terms, the Company may be unable
to develop or enhance  its  services  and  products,  take  advantage  of future
opportunities  or respond to  competitive  pressures,  any of which could have a
material  adverse  effect  on its  business,  financial  condition,  results  of
operations and prospects.
<PAGE>

     Government Regulation and Legal Uncertainties.
     ----------------------------------------------

     The Company is not currently subject to many direct government  regulation,
other than the securities laws and the regulations  thereunder applicable to all
publicly  owned  companies,  the laws and  regulations  applicable to businesses
generally,  and the laws that directly effect wholesale automobile  dealerships.
It is possible  that certain laws and  regulations  may be adopted at the local,
state,  national  and  international  level  that  could  effect  the  Company's
operations.  Changes to such laws could create  uncertainty  in the  marketplace
which could  reduce  demand for the  Company's  products or increase the cost of
doing  business  as a result of costs of  litigation  or a variety of other such
costs,  or could in some  other  manner  have a material  adverse  effect on the
Company's business, financial condition, results of operations and prospects. If
any such law or regulation  is adopted it could limit the  Company's  ability to
operate and could force the  business  operations  to cease,  which would have a
significantly negative effect on the shareholder's investment.

     The integrated  disclosure system for small business issuers adopted by the
Securities and Exchange  Commission in Release No.  34-30968 and effective as of
August  13,  1992,   substantially   modified  the   information  and  financial
requirements  of a "Small  Business  Issuer,"  defined to be an issuer  that has
revenues  of less than  $25,000,000;  is a U.S. or  Canadian  issuer;  is not an
investment  company;  and if a majority-owned  subsidiary,  the parent is also a
small  business  issuer;  provided,  however,  an entity is not a small business
issuer if it has a public  float (the  aggregate  market  value of the  issuer's
outstanding  securities  held by  non-affiliates)  of  $25,000,000  or more. The
Company is deemed to be a "small business issuer."

     The Securities and Exchange  Commission,  state securities  commissions and
the North American Securities  Administrators  Association,  Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process  and make it easier for a small  business  issuer to have  access to the
public  capital  markets.  The Company can make no assurances  that any of these
agencies will adopt any such  policies.  Also, an agency could adopt such policy
that may have a detrimental effect to the Company's operations and it could have
a significantly negative effect on the value of the Company's equity.

     Concentration of Stock Ownership.
     ---------------------------------

     The  Company's  two  Executive  Officers  own a majority  of the  Company's
outstanding  common stock. As a result,  these officers will be able to exercise
significant influence over all matters requiring stockholder approval, including
the election of directors and approval of  significant  corporate  transactions.
Such  concentration  of  ownership  may also  have the  effect  of  delaying  or
preventing  a change in control of the  Company.  See Item 4 regarding  security
ownership of certain beneficial owners and management.
<PAGE>

     Susceptibility to General Economic Conditions.
     ----------------------------------------------

     The  Company's   revenues  and  results  of   operations   are  subject  to
fluctuations  based  upon  general  economic  conditions.  If there were to be a
general economic downturn or a recession in the United States,  then the Company
expects that the consuming public, including its potential clients, likely could
substantially  and  immediately  reduce their  budgets.  In the event of such an
economic  downturn,  the Company's  business,  financial  condition,  results of
operations  and prospects may be materially and adversely  affected.  Changes in
the  economic  environment  could  have  a  negative  impact  on  the  Company's
operations. The Company can make no assurance that it will be able to successful
in any economic environment.

     Dividends.
     ----------

     It is unlikely that the Company will pay dividends on the stock,  resulting
in an investor's  only return on an investment in the Company's  common stock is
the appreciation of the per share price. The Company can make no assurances that
the Company's common stock will ever appreciate.

     Auditor's  Opinion  Expresses Doubt About the Company's Ability to Continue
     as a "Going Concern."
     ---------------------------------------------------------------------------

     The  independent  auditor's  report issued in  connection  with the audited
financial  statements  of the Company for the period  ended  November  30, 2004,
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. The Company can make no assurances that its business
operations  will  develop  and  provide the  Company  with  significant  cash to
continue operations.

     Dependence on Managment.
     ------------------------

     The  Company's  success  is  dependent,   in  large  part,  on  the  active
participation  of the  Executive  Officers.  The  loss of their  services  would
materially  adversely  effect the  Company's  business and future  success.  The
Company does not have employments  agreements with Mr. Doolin or Mr. Staker. The
Company does not have key-man life insurance in effect at the present time.

     Limited Market Due to Penny Stock.
     ----------------------------------

     The  Company's  stock  differs  from  many  stocks,  in that it is a "penny
stock." The Securities and Exchange  Commission has adopted a number of rules to
regulate  "penny  stocks."  These rules  include,  but are not limited to, Rules
3a5l-l,  15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities
and Exchange Act of 1934, as amended.

     Because our securities probably constitute "penny stock" within the meaning
of the rules,  the rules  would  apply to us and our  securities.  The rules may
further  affect the ability of owners of our stock to sell their  securities  in
any market that may develop  for them.  There may be a limited  market for penny
stocks,  due to the  regulatory  burdens on  broker-dealers.  The  market  among
dealers  may not be active.  Investors  in penny  stock often are unable to sell
stock back to the dealer that sold them the stock.  The mark-ups or  commissions
charged by the  broker-dealers may be greater than any profit a seller may make.
Because  of large  dealer  spreads,  investors  may be  unable to sell the stock
immediately  back to the dealer at the same  price the dealer  sold the stock to
the investor. In some cases, the stock may fall quickly in value.  Investors may
be unable to reap any profit from any sale of the stock,  if they can sell it at
all.
<PAGE>
     Stockholders should be aware that, according to the Securities and Exchange
Commission  Release No. 34- 29093,  the market for penny  stocks has suffered in
recent years from patterns of fraud and abuse. These patterns include:

        - Control of the market for the security by one or a few broker-dealers
          that are often related to the promoter or issuer;

        - Manipulation of prices through prearranged matching of purchases and
          sales and false and misleading press releases;

        - "Boiler room" practices involving high pressure sales tactics and
          unrealistic price projections by inexperienced sales persons;

        - Excessive and undisclosed bid-ask differentials and markups by selling
          broker-dealers; and

        - The wholesale dumping of the same securities by promoters and broker-
          dealers after prices have been manipulated to a desired level, along
          with the inevitable collapse of those prices with consequent investor
          losses.

     Furthermore,  the  "penny  stock"  designation  may  adversely  affect  the
development of any public market for the Company's shares of common stock or, if
such a  market  develops,  its  continuation.  Broker-dealers  are  required  to
personally  determine  whether an  investment  in "penny  stock" is suitable for
customers.

     Penny stocks are  securities (i) with a price of less than five dollars 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) of an issuer 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  annual  revenues  of less than
$6,000,000 for the last three years.
<PAGE>

     Section 15(g) of the Exchange Act, and Rule 15g-2 of the 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 the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing any shares that are deemed to be "penny stock."

     Rule 15g-9 of the  Commission  requires  broker-dealers  in penny stocks to
approve the  account of any  investor  for  transactions  in such stocks  before
selling  any  penny  stock  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
(ii) above;  and (iv) 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 the Company's  stockholders to
resell their shares to third parties or to otherwise dispose of them.

<PAGE>
     Sale of "Restricted" Shares.
     ----------------------------

     1,500,000  shares of the Company's  2,556,500 shares issued and outstanding
are "restricted securities" within the meaning of Rule 144 of the Securities Act
of 1933, as amended (the "1933 Act"). If a market for the Company's common stock
ever develops, the "restricted" shares may be sold under Rule 144, and sales may
have a negative  effect on the Company's  stock price,  if any. The remainder of
the shares are not deemed  "restricted" and may be sold if a market develops for
the Company's  common shares.  The per share price of the Company's common stock
could be negatively  effected if any of these shares were sold in the market, if
any market ever develops for the common shares.

     Principal Products and Services.
     --------------------------------

     The Company  offers  customers  the ability to purchase  vehicles  from the
wholesale  markets,  which may allow them  substantial  savings  from the retail
market price.  Also, the Company plans on selling vehicles through the wholesale
markets,  with the intent of  profiting  by selling the  vehicles  at  different
geographical  locations.  The  Company  has  access to a network  of  automobile
auction houses throughout the United States. The Company has been granted access
to Manheim Auctions.  Manheim Auctions,  headquarted in Atlanta, Georgia, is the
largest,  highest  volume  wholesale  automobile  auction  company in the world.
Manheim has more than 80 auctions locations worldwide and the Company has access
to this network of auctions.

     Recent Public Announcements.
     ----------------------------

     None; not applicable.
<PAGE>

     Competitive Business Conditions.
     --------------------------------

     The communications and information services industry is highly competitive.
Many  of the  Company's  existing  and  potential  competitors  have  financial,
personnel, marketing and other resources significantly greater than those of the
Company, as well as other competitive  advantages  including customer bases. See
the Risk  Factor  "Competition;  Low  Barriers  of Entry"  Part 1, Item 1.

     Patents, Trademarks, Licenses, Franchises, Concessions,
     Royalty Payments or Labor Contracts.
     ------------------------------------

     None; not applicable.

     Need for Government Approval of Principal Products or Services.
     ---------------------------------------------------------------

     Upon  the  effective  date of the  Company's  Registration  Statement,  the
Company  became  subject to Regulation  14A  promulgated  by the  Securities and
Exchange  Commission  under the Exchange Act.  Section 14(a) of the Exchange Act
requires all  companies  with  securities  registered  pursuant to Section 12(g)
thereof to comply with the rules and  regulations of the Securities and Exchange
Commission  regarding proxy solicitations as outlined in Regulation 14A. Matters
submitted to  stockholders of the Company at a special or annual meeting thereof
or  pursuant  to a written  consent  shall  require  the  Company to provide its
stockholders with the information outlined in Schedules 14A or 14C of Regulation
14;  preliminary  copies of this information must be submitted to the Securities
and  Exchange  Commission  at least 10 days  prior to the date  that  definitive
copies of this  information are forwarded to  stockholders.  See the Risk Factor
"Government Regulation and Legal Uncertainties," Part 1, Item 1.

     Effect of Existing or Probable Governmental Regulations on Business.
     --------------------------------------------------------------------

     Other than  maintaining  its good standing in the State of Utah;  complying
with applicable local business  licensing  requirements;  preparing its periodic
reports under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act");  and  complying  with  other   applicable   securities  laws,  rules  and
regulations  as set forth above,  the Company does not believe that  existing or
probable governmental regulations will have a material effect on its operations.
However,  the Internet is a rapidly  evolving  commercial  medium and may become
subject to  numerous  types of  regulation  in the  future.  Areas of  potential
regulation include user privacy, advertising, information security and taxation.
Because Internet commerce is developing so rapidly,  it is impossible to predict
the type and extent of governmental regulation in the future. Any changes in the
Internet and regulations affecting the Internet may have a detrimental effect on
the  Company's  operations by not allowing the Company to market its services or
products through the Internet. The Company may become reliant on the Internet in
order  to  attract  and  retain  customers  and if any  regulations  effect  the
Company's  abilities  to  market  its  products  and  services,   the  Company's
operations  may cease.  See the Risk  Factor  "Government  Regulation  and Legal
Uncertainties," Part 1, Item 1.
<PAGE>
Item 2.  Description of Property.
         -----------------------

     The Company  currently has no automobiles  in its  inventory.  Its business
address is 257 West Central,  Ave. Salt Lake City, Utah. The Company has secured
such property for a one year period and is currently  provided at a cost of $200
per month.  Depending  on future  growth,  the Company may find it  necessary to
acquire a different  office and dealership  location,  but  management  does not
believe that this will be necessary  in the near future.  The earliest  possible
date that the Company may have to obtain new facilities will be June, 2006.

     The Company's  operations  allows the Company to operate at a significantly
smaller scale than most automobile  dealerships.  The Company's  office is a 200
square foot office and has adequate space to display three  automobiles  outside
of the office. Because the Company's focus is to provide a service to automobile
purchasers  the Company  does not need a large  office,  inventory  or inventory
display.

Item 3.  Legal Proceedings.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.

Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

     During the fourth  quarter of the year ended  November 30, 2004,  no matter
was submitted to a vote of the Company's securities holders, whether through the
solicitation of proxies or otherwise.
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

     Market Information.
     -------------------

     The  Company  shares are traded on the OTC  Bulletin  Board,  the symbol is
AULN.  The Company  shares have been traded on the OTC Bulletin Board since June
30, 2003. The following quotes are through the most recent year end:

                                CLOSING BID             CLOSING ASK
                                HIGH    LOW             HIGH    LOW

December 1, 2003                $.50   .01              3.50    1.01
through
November 30, 2004


     Holders.
     --------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 34.

     Dividends.
     ----------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.
<PAGE>

     Sales of "Unregistered" and "Restricted"
     Securities Over The Past Three Years.
     -------------------------------------

     On December 27, 2001, the Company completed  another offering.  The Company
offered  100,000  shares of common  stock at a price of $0.20  per  share.  This
offering was  conducted  under Rule 504 of  Regulation D of the  Securities  and
Exchange  Commission,  and applicable  provisions of Rule 144-14-25s of the Utah
Division  of  Securities,  which  provides  for sales of  securities  by public
solicitation  to "accredited  investors." The offering was  subsequently  closed
December 27, 2001,  with the Company having sold 56,500 shares,  receiving gross
proceeds of $11,300.
<PAGE>

For Further information see the following table: "Common Stock"

   COMMON STOCK

                         Date              Number of           Aggregate
     Name              Acquired             Shares           Consideration
     ----              --------            ---------         -------------
JAMES P. DOOLIN*       06/27/01            1,000,000           $   5,000

BURKE STAKER*          06/27/01              500,000           $   2,500

PURCHASERS UNDER       07/18/01            1,000,000           $  10,000
RULE 504 OFFERING

PURCHASERS UNDER       12/27/01              100,000           $  11,300
RULE 504 OFFERING

     * James P. Doolin and Burke Staker, are directors and executive officers of
the Company,  and as such had access to all material  information  regarding the
Company  prior to the  offer  or sale of these  securities.  The  directors  and
executive  officers  are  "accredited  investor."  The offers and sales of these
securities are believed to have been exempt from the  registration  requirements
of Section 5 of the  Securities  Act of 1933,  as amended,  pursuant to Sections
3(b) and/or 4(2) thereof,  and from similar  applicable  states securities laws,
rules  and  regulations  exempting  the offer  and sale of these  securities  by
available state exemptions from registration.

     There have been no other sales of the Company's unregistered securities.
<PAGE>

Item 6.  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  providing  services  that  generate  fees  and by  buying  and  selling
automobiles.  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 Report, 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 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 year ended November 30, 2004, resulted
in $287,914 in  revenues.  General and  administrative  expenses  were  $23,256,
resulting in an operating loss of ($24,883),  and a net loss of ($25,983)  after
taking into account an interest expense of $1,000 and franchise taxes of $100.

     Liquidity.
     ----------

     At November 30, 2004,  the Company had total current  assets of $47,928 and
total  liabilities  of  $97,052.  Management  believes  that its cash on hand of
$47,928 will be sufficient to allow it to continue its  operations  for over the
next year; however, the Company's success in its planned business endeavors will
depend  entirely  on its ability to attract and  maintain a  sufficient  base of
revenue and profit.

     The Company has commenced operations,  but it cannot provide any assurances
that it will be successful  in this effort.  Furthermore,  the auditor's  report
addresses thE fact that the Company has accumulated losses since inception,  and
has  minimal  assets.  If the  Company's  operations  are not  able to  generate
sufficient  income and  additional  moneys are needed in the next twelve months,
the Company's  mangement will advance the Company monies not to exceed  $25,000,
as loans to the  Company.  The loan  will be on terms no less  favorable  to the
Company  than would be  available  from a  commercial  lender in an arm's length
transaction.  If the Company needs funds in excess of $25,000,  it will be up to
the  Company's  management  to raise such  monies.  These funds may be raised as
either debt or equity,  but management does not have any plans or  relationships
currently in place to raise such funds.  The Company has  commenced  operations,
but it cannot provide any assurances that it will be successful in these effort.
<PAGE>

Item 7.  Financial Statements.
         ---------------------

     Financial Statements for the years ended November 30, 2004 and 2003

          Independent Auditors' Report

          Balance Sheets - November 30, 2004

          Statements of Operations for the years ended
          November 30, 2004 and 2003

          Statements of Stockholders' Equity for the
          years ended Novemberf 30, 2004 and 2003

          Statements of Cash Flows for the years ended
          November 30, 2004 and 2003

          Notes to the Financial Statements

<PAGE>


                            The Autoline Group, Inc.

             Report of Registered Independent Public Accounting Firm
                            and Financial Statements

                                November 30, 2004



<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


                                                                                                             Page

<S>                                                                                                           <C>
Report of Independent Registered Public Accounting Firm                                                       1

Balance Sheet -- November 30, 2004                                                                            2

Statements of Operations for the twelve month periods ended November 30, 2004 and 2003
                                                                                                              3
Statements of Stockholders' Equity for the twelve month periods ended November 30, 2004 and 2003
                                                                                                              4
Statements of Cash Flows for the twelve month periods ended November 30, 2004 and 2003
                                                                                                              5

Note to Financial Statements                                                                                 6-10
</TABLE>
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Shareholders
The Autoline Group, Inc.

     We have audited the accompanying  balance sheet of The Autoline Group, Inc.
as of November 30, 2004, and the related statements of operations, stockholders'
deficit,  and cash flows for the year ended November 30, 2004.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

     We  conducted  our audit in  accordance  with the  standards  of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the financial position of The Autoline Group, Inc., as
of November 30, 2004,  and the results of their  operations and their cash flows
for the years ended  November 30, 2004 and 2003 in  conformity  with  accounting
principles generally accepted in the United States of America.

     The accompanying  financial statements have been prepared assuming that The
Autoline Group, Inc. will continue as a going concern. As discussed in Note 2 to
the financial  statements,  the Company has  experienced  recurring  losses from
operations  since its  inception,  has a net working  capital  deficiency  and a
capital deficit which raise substantial doubt about the ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 2. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

/S/MANTYLA MCREYNOLDS
Mantyla McReynolds
Salt Lake City, Utah
February 11, 2005
<PAGE>
<TABLE>
<CAPTION>

                            The Autoline Group, Inc.
                                  Balance Sheet
                                November 30, 2004

                                     ASSETS

Assets
     Current Assets
<S>                                                                                                <C>
             Cash                                                                                  $              47,928
             Inventory - Notes 1 & 6                                                                                   0
                                                                                                      ----------------------
                    Total Current Assets                                                                          47,928
                                                                                                      ----------------------
                             Total Assets                                                          $              47,928
                                                                                                      ======================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities
     Current Liabilities
             Accrued Liabilities                                                                   $                3,786
             Sales Tax Payable                                                                                      2,235
             Payable to Shareholder - Note 5                                                                        2,500
             Related Party Payable - Note 5                                                                        74,023
                                                                                                      ----------------------

                    Total Current Liabilities                                                                      82,544

     Related Party Note Payable - Note 5                                                                           14,508
                                                                                                      ----------------------

                             Total Liabilities                                                      $              97,052

Stockholders' Deficit
     Common Stock - 50,000,000 shares authorized,
             par value of $0.001 per share, 2,556,500
             shares issued and outstanding                                                                          2,557
     Additional Paid-in Capital                                                                                    26,243
     Accumulated deficit                                                                                          (77,924)
                                                                                                      ----------------------

                             Total Stockholders' Deficit                                                          (49,124)
                                                                                                      ----------------------

                             Total Liabilities and Stockholders' Deficit                            $              47,928
                                                                                                      ======================

                 See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                            The Autoline Group, Inc.
                            Statements of Operations
          For the twelve month period ended November 30, 2004 and 2003

                                                                       Twelve months         Twelve months
                                                                       ended November       ended November
                                                                          30, 2004             30, 2003
                                                                      -----------------     ----------------


<S>                                                                     <C>                   <C>
Revenues                                                                $  287,914            $  215,227
Cost of Goods Sold                                                         289,541               214,754
                                                                      -----------------     ----------------
Gross Profit (Loss)                                                         (1,627)                  473

General & Administrative Expenses                                           23,256                26,249
                                                                      -----------------     ----------------
          Operating Income (Loss)                                          (24,883)              (25,776)

Other Income and Expense

      Interest Expense                                                      (1,000)               (1,638)
                                                                      -----------------     ----------------
          Net Income Before Income (Loss) Taxes                            (25,883)              (27,414)

Current Year Provision for Income Taxes                                        100                   100
                                                                      -----------------     ----------------
Net Income (Loss)                                                       $  (25,983)           $  (27,514)
                                                                      =================     ================
      Loss Per Share                                                         (0.01)                (0.01)
                                                                      =================     ================
      Weighted Average Shares Outstanding                                2,556,500             2,556,500
                                                                      =================     ================


                 See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
                            The Autoline Group, Inc.
                       Statements of Stockholders' Equity
          For the twelve month period ended November 30, 2004 and 2003

                                                                              Additional                                    Net
                                                                                Paid-in           Accumulated          Stockholders'
                                         Common Shares      Common Stock        Capital             Deficit               Equity
                                        ----------------    -------------    --------------     -----------------    ---------------

<S>               <C> <C>                   <C>             <C>                    <C>                  <C>                  <C>
Balance, November 30, 2002                  2,556,500       2,557                  26,243               (24,427)             4,373

Net loss for the period ended
November 30, 2003                                                                                       (27,514)           (27,514)
                                        ----------------    -------------    --------------     -----------------    ---------------
Balance, November 30, 2003                  2,556,500       2,557                  26,243               (51,941)           (23,142)

Net loss for the period ended
November 30, 2004                                                                                       (25,983)           (25,983)
                                        ----------------    -------------    --------------     -----------------    ---------------

Balance, November 30, 2004                  2,556,500       2,557                  26,243               (77,924)           (49,124)
                                        ================    =============    ==============     =================    ===============


                 See accompanying notes to financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                            The Autoline Group, Inc.
                            Statements of Cash Flows
          For the twelve month period ended November 30, 2004 and 2003

                                                                         Twelve months         Twelve months
                                                                        ended November        ended November
                                                                           30, 2004              30, 2003
                                                                        ----------------      ----------------
Cash Flows from Operating Activities

<S>                                                                  <C>                   <C>
Net Income (Loss)                                                           (25,983)           $  (27,514)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
      Increase in accrued liabilities                                         1,291                 2,495
      Increase in interest payable                                            1,000                 1,638
      Increase in sales tax payable                                           2,235                 (4,240)
      Increase in salaries payable - Note 5                                   4,200                 6,000
      (Increase)/Decrease in inventory                                          -                  31,895
                                                                        ----------------      ----------------
              Net Cash provided by Operating Activities                     (17,257)               10,274

Cash Flows from Financing Activities

      Loan from Shareholder                                                  57,724                2,500
      Payments on Shareholder Loan                                              -                (10,000)
                                                                        ----------------      ----------------
              Net Cash provided by Financing Activities                      57,724               (7,500)
                                                                        ----------------      ----------------
Net Increase (Decrease) in Cash                                              40,467                2,774
Beginning Cash Balance                                                        7,461                4,687
                                                                        ----------------      ----------------
Ending Cash Balance                                                       $  47,928             $  7,461
                                                                        ================      ================


Supplemental Disclosures:

      Cash paid during the year for interest                              $     -               $   -
      Cash paid during the year for income/franshise taxes                $     100             $   100


                 See accompanying notes to financial statements.

</TABLE>
<PAGE>
NOTE 1   Organization and Summary of Significant Accounting Policies

(a)      Organization

          The Autoline Group,  Inc. was organized as a Utah  corporation on June
          27, 2001. The Autoline Group,  Inc. is an automobile  dealership which
          participates  in  the  wholesale  and  retail  markets.   The  Company
          purchases  vehicles  through  auctions or a variety of other  discount
          channels and resells in the retail market.

          The  financial  statements  of  the  Company  have  been  prepared  in
          accordance with accounting principles generally accepted in the United
          States of America.  The following  summarizes the more  significant of
          such policies:

(b)      Income Taxes

          The  Company   applies  the   provisions  of  Statement  of  Financial
          Accounting  Standards No. 109 [the  Statement],  Accounting for Income
          Taxes.  The  Statement  requires an asset and  liability  approach for
          financial   accounting  and  reporting  for  income  taxes,   and  the
          recognition of deferred tax assets and  liabilities  for the temporary
          differences between the financial reporting basis and tax basis of the
          Company's  assets and  liabilities at enacted tax rates expected to be
          in effect when such amounts are realized or settled. See Note 3.

(c)      Net Loss per Common Share

          In accordance with Financial  Accounting  Standards No. 128, "Earnings
          per Share," basic loss per common share is computed using the weighted
          average  number of common  shares  outstanding.  Diluted  earnings per
          share is computed using weighted  average number of common shares plus
          dilutive common share equivalents  outstanding during the period using
          the treasury stock method.  Common stock equivalents were not included
          in the  computation of loss per share because their inclusion would be
          anti-dilutive.

(d)      Statement of Cash Flows

          For purposes of the  statements of cash flows,  the Company  considers
          cash on deposit in the bank to be cash.  The Company had $47,928  cash
          at November 30, 2004.

(e)      Use of Estimates in Preparation of Financial Statements

          The  preparation  of financial  statements  in  conformity  with U. S.
          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
          could differ from those estimates.

<PAGE>


NOTE 1   Organization and Summary of Significant Accounting Policies (Continued)

(f)      Inventory

          Inventory consists of vehicles purchased plus the cost of improvements
          or modifications to the specific vehicles.  Inventory is valued at the
          lower of cost or market.

(g)      Revenue Recognition

          The Company recognizes  revenues in accordance with the Securities and
          Exchange  Commission,  Staff  Accounting  Bulletin  (SAB)  number 101,
          "Revenue  Recognition  in  Financial  Statements."  SAB 101  clarifies
          application  of U. S.  generally  accepted  accounting  principles  to
          revenue transactions.  Revenue is recognized as earned; as automobiles
          are delivered or services are provided to the customer.  Autoline does
          not  currently buy new cars from  manufacturers  but buys used cars in
          the  secondary  market.  Customers  are  required to obtain  their own
          financing and insurance  and pay cash to the  dealership.  The Company
          does not anticipate revenue from parts or services in the near future.

(h)      Impairment of Long-Lived Assets

          The Company reviews long-lived assets, at least annually, to determine
          if  impairment  has occurred  and whether the economic  benefit of the
          asset (fair  value for assets to be used and fair value less  disposal
          costs for assets to be  disposed  of) is  expected to be less than the
          carrying  value.  Triggering  events,  which signal further  analysis,
          consist of a  significant  decrease in the  asset's  market  value,  a
          substantial  change in the use of an  asset,  a  significant  physical
          change in the asset,  a  significant  change in the legal or  business
          climate  that  could  affect  the  asset,  an  accumulation  of  costs
          significantly in excess of the amount  originally  expected to acquire
          or construct  the asset,  or a history of losses that imply  continued
          losses  associated with assets used to generate  revenue.  The Company
          has no long-lived assets as of November 30, 2004.

(i)      Impact of New Accounting Standards

          In  December  2003,  the  FASB  revised  SFAS  No.  132,   "Employers'
          Disclosures about Pensions and other Postretirement  Benefits," ("SFAS
          No.  132")  establishing  additional  annual  disclosures  about  plan
          assets,  investment  strategy,  measurement date, plan obligations and
          cash flows.

          In  addition,  the revised  standard  established  interim  disclosure
          requirements  related to the net periodic  benefit cost recognized and
          contributions  paid or expected  to be paid during the current  fiscal
          year.  The  new  annual   disclosures   are  effective  for  financial
          statements  with fiscal years  ending after  December 15, 2003 and the
          interim-   period   disclosures  are  effective  for  interim  periods
          beginning  after December 15, 2003. The Company has adopted the annual
          disclosures  for its fiscal  year  ending  November  30,  2004 and the
          interim  disclosures for its fiscal quarter ending March 31, 2004. The
          adoption  of the  revised  SFAS No.  132 will  have no  impact  on the
          Company's results of operation or financial condition.

<PAGE>

NOTE 1   Organization and Summary of Significant Accounting Policies (Continued)

          In March 2004, the Financial  Accounting  Standards Board published an
          Exposure Draft  Share-Based  Payment,  an Amendment of FASB Statements
          No.  123 and 95.  The  proposed  change in  accounting  would  replace
          existing  requirements  under  SFAS 123,  Accounting  for  Stock-Based
          Compensation,  and APB Opinion No 25,  Accounting  for Stock Issued to
          Employees.  Under this proposal,  all forms of share-based payments to
          employees, including employee stock options, would be treated the same
          as other forms of  compensation by recognizing the related cost in the
          income statement. The expense of the award would generally be measured
          at fair value at the grant date. Current accounting  guidance requires
          that the  expense  relating to  so-called  fixed plan  employee  stock
          options  only  be  disclosed  in  the   footnotes  to  the   financial
          statements.  The comment  period for the exposure draft ended November
          30, 2004.

NOTE 2   Liquidity / Going Concern

          The Company has a working capital  deficiency,  has accumulated losses
          since  inception  and has not yet been able to generate  profits  from
          operations.  Operating  capital  has been  raised  through the sale of
          common stock or through loans from  shareholders.  These factors raise
          substantial  doubt about the Company's  ability to continue as a going
          concern.

          Management  plans  include  further  development  and marketing of its
          dealership  operations.  The  financial  statements do not include any
          adjustments that might result from the outcome of this uncertainty.

NOTE 3   Income Taxes

          Below is a summary of deferred tax asset calculations on net operating
          loss carry forward amounts.  Loss carry forward amounts expire through
          2023. A valuation  allowance  is provided  when it is more likely than
          not that some portion of the deferred tax asset will not be realized.

          The provision for income taxes consists of the following:

          Current taxes                                 $     100
          Deferred tax benefit                             (5,192)
          Benefits of operating loss carryforwards          5,192
                                                        -----------
                                                        $     100
                                                        ===========
<PAGE>
NOTE 3   Income Taxes (Continued)

          The provision for income tax represents the minimum  franchise tax due
          to the State of Utah for the current year.  The tax provision  differs
          from amounts that would be  calculated by applying  federal  statutory
          rates to income  before income taxes  primarily  because the valuation
          allowance for deferred tax assets increased by $5,192, from $10,373 as
          of November 30, 2003.  Deferred tax assets  recognized  for deductible
          temporary  difference  and  loss  carryforwards  total  $0,  net  of a
          valuation allowance of $15,565, as detailed below.

          The Company has the following  carryforwards available at November 30,
          2004:

            Operating losses
              Amount              Expires

                7,008               2021
               17,419               2022
               27,514               2023
               25,983               2024

       Description                 Estimated NOL    Tax      Rate
       Federal Income Tax             (77,924)    (11,689)    15%
       State Franchis Tax             (77,524)     (3,876)     5%
       Valuation Allowance                         15,565
                                                   ------

       Deferred tax asset 11/30/2004               $    -
                                                   ======

          The  effective  tax rate for  continuing  operations  differs from the
          statutory tax rate as follows:

Expected provision (taxes on income before taxes)       $     (5,192)
Effect of:

        Increase/(decrease) in valuation allowance             5,192
        State minimum franchise tax                              100
                                                        ------------
Total actual provision                                  $        100
                                                        ============

NOTE 4   Common Stock

          In November 2001,  the Company  offered up to 100,000 shares of common
          stock at $0.20 per share, under Rule 504 of Regulation D to additional
          "accredited  investors."  The offer  commenced on December 1, 2001. In
          December 2001, the Company sold 55,500 shares of common stock for cash
          of  $11,100.  The  Company  issued an  additional  1,000  shares to an
          individual as reimbursement for expenses. No shares were issued during
          the periods ended November 30, 2004 and 2003.
<PAGE>
NOTE 5   Shareholder Loan / Related Party Transactions

          The Company has recorded a note payable to a shareholder  for $10,000.
          The  shareholder  loaned  $10,000  on  a  convertible  debenture.  The
          principal  and  interest  of ten percent per annum are due at maturity
          which  is in  September  2006.  The  debt  and  accrued  interest  are
          convertible into common shares of the Company's $.001 par value stock,
          at the rate of either $.10 per share or the average  closing bid price
          of the last three trading days,  whichever  rate is of greater  value.
          The Company has recorded  interest payable on these loans of $4,508 as
          of  November  30,  2004.  The total  balance due the  shareholder  was
          $17,008.

          During 2004, a related  party loaned the Company  $183,639,  of which,
          $125,916 was repaid  during the year to purchase  inventory  and cover
          operating  expenses.   Also,  the  Company  has  accrued  salaries  to
          management  of  $12,100,  $6,000 for the year.  The balance of related
          party payables was $74,023 as of November 30, 2004. See Note 7.

NOTE 6   Inventory

          As of November 30, 2004 there were no items in inventory.

NOTE 7   Subsequent Events

          The Company repaid $43,000 of the related party payable  subsequent to
          the balance sheet date.

<PAGE>


Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------

     None; not applicable.
                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control  Persons;
Compliance with Section 16(a) of the Exchange Act.

        Identification of Directors and Executive Officers.
        ---------------------------------------------------

     The following table sets forth the name of the Company's  current directors
and executive  officers.  These persons will serve until the next annual meeting
of the  stockholders  or until their  successors  are elected or  appointed  and
qualified, or prior resignation or termination.  Their Date of Date of Positions
Election or Termination

Name                  Held              Designation     or Resignation
----                  ----              -----------   --------------
JAMES P. DOOLIN      DIRECTOR &         JUN-27-01           *
                     PRESIDENT

BURKE STAKER         DIRECTOR &         JUN-27-01           *
                     VICE PRESIDENT

          * These persons presently serves in the capacities indicated.

     Business Experience.
     --------------------

     James P. Doolin,  President and a director,  is 28 years of age. Mr. Doolin
graduated  from the  University of Utah, in Salt Lake City. He graduated  with a
bachelor  of  science,  finance  degree.  Mr.  Doolin  worked  as an  investment
consultant  from 1998 through 2001. Mr. Doolin  received his Masters in Business
Administration  from  Pepperdine   University,   Graziadio  School  of  Business
Management in July 2002.  Mr. Doolin  currently  works as a freelance  financial
consultant.

     Burke Staker, Vice President and a director, is 29 years of age. Mr. Staker
graduated  from  Westminster  College,  of Salt Lake City.  He graduated  with a
bachelor of science,  business  degree.  Mr. Staker graduated from law school at
the  University  of Utah in 2003,  and  currently  works  as a land  acquisition
specialist for a regional home builder.
<PAGE>

     Significant Employees.
     ----------------------

     Other than James P. Doolin and Burke Staker, the Company has no employees.

     Family Relationships.
     ---------------------

     None, not applicable;

     Involvement in Certain Legal Proceedings.
     -----------------------------------------

     During  the past five  years,  no  present  or former  director,  executive
officer or person nominated to become a director or an executive  officer of the
Company:

     (1) was a general  partner or  executive  officer of any  business  against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;

     (2) was  convicted in a criminal  proceeding  or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3)  was  subject  to any  order,  judgment  or  decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily enjoining,  barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

     (4) was found by a court of competent jurisdiction (in a civil action), the
Commission  or the  Commodity  Futures  Trading  Commission  to have  violated a
federal or state  securities or  commodities  law, and the judgment has not been
reversed, suspended or vacated.

     Compliance with Section 16(a) of the Exchange Act.
     --------------------------------------------------

     Each  of the  Company's  directors  have  filed  a  Form  3,  Statement  of
Beneficial  Ownership,  with the Securities and Exchange Commission;  there have
been no changes in their  beneficial  ownership of shares of common stock of the
Company since the filing of their Form 3.
<PAGE>


Item 10. Executive Compensation.
         -----------------------

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company for services rendered during the periods indicated:

                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation

                       Annual Compensation Awards Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)

                                              Secur-
                                              ities        All
Name and   Year or               Other  Rest- Under- LTIP  Other
Principal  Period   Salary Bonus Annual rictedlying  Pay- Comp-
Position   Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------



James P.     11-30-04   0     0     0      0     0     0    3,000
Doolin,      11-30-03   0     0     0      0     0     0    3,000
Director,
President

Burke        11-30-04   0     0     0      0     0     0    3,000
Staker       11-30-03   0     0     0      0     0     0    3,000
Director,
Vice
President

     Stock Option Plans.
     -------------------

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the Company's  management during the year ended
November  30, 2004  However,  the  Company  has  accrued  $1,500 per quarter for
compensation of the two officers efforts, but no cash has been paid. The Company
has not entered  into any  compensation  arrangement  with any of the  Company's
employees as of the date of this Report.  However,  any of the Company's current
and/or future employees compensation will not under any circumstances exceed the
amount paid to other persons with similar  experience  and expertise  performing
similar  services in the web site design  industry.  No employee,  director,  or
executive  officer  have been granted any option or stock  appreciation  rights;
accordingly,  no tables  relating to such items have been  included  within this
Item.
<PAGE>

     Compensation of Directors.
     --------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services provided as a director. No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

     Employment Contracts and Termination of Employment
     and Change-in-Control Arrangements.
     -----------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his resignation,  retirement or other  termination of
employment with the Company,  any change in control of the Company,  or a change
in the person's responsibilities following a change in control of the Company.
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

     Security Ownership of Certain Beneficial Owners.
     ------------------------------------------------

     The following  table sets forth the share holdings of those persons who own
more than five percent of the Company's common stock as of the date hereof:

                           Number of Shares Percentage

Name                            Beneficially Owned           of Class
----------------                ------------------           --------
Steven Brand                        237,500                      9.3%
885 East Three Fountains Dr. #212
Salt Lake City, UT 84107

Elinore Doolin                      235,000                      9.2%
8439 South Sun Valley Dr.
Sandy, UT 84093

James P. Doolin                   1,000,000                     39.1%
4848 South Highland Drive #140
Salt Lake City, UT 84117

Cory Powers                         237,500                      9.3%
864 Northcrest
Salt Lake City, UT 84103

Quad D LTD Partnership*             240,000                      9.4%
Sharlene Doolin
5 Pepperwood Drive
Sandy, UT 84092

Burke Staker                        500,000                     19.5%
3195 East Deer Ridge Place
Sandy, UT 84092

TOTAL                             2,450,000                     95.8%


* Sharlene Doolin is deemed a beneficial owner, as she is the general partner of
Quad D LTD Partnership
<PAGE>

     Security Ownership of Management.
     ---------------------------------

     The  following  table  sets  forth  the  share  holdings  of the  Company's
directors and executive officers as of the date hereof:

Name                            Beneficially Owned           of Class
----------------                ------------------           --------
James P. Doolin                   1,000,000                     39.1%
4848 South Highland Drive #140
Salt Lake City, UT 84117

Burke Staker                        500,000                     19.5%
3195 East Deer Ridge Place
Sandy, UT 84092

TOTAL OFFICERS & DIRECTORS        1,500,000                     58.6%

     Changes in Control.
     -------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.


Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

     Transactions with Management and Others.
     ----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.


Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

     Reports on Form 8-K.
     --------------------

     None; not applicable

Item 14. Controls and Procedures
         -----------------------

     (a) Evaluation of Disclosure  Controls and Procedures.  The Company's Chief
Executive Officer and Chief Financial Officer has conducted an evaluation of the
Company's  disclosure  controls  and  procedures  as of a date (the  "Evaluation
Date")  within 90 days  before the filing of this  annual  report.  Based on his
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's disclosure controls and procedures are effective to
ensure that information  required to be disclosed by the Company in reports that
it files or  submits  under the  Securities  Exchange  Act of 1934 is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
applicable Securities and Exchange Commission rules and forms.

     (b)  Changes  in  Internal  Controls  and  Procedures.  Subsequent  to  the
Evaluation  Date,  there were no significant  changes in the Company's  internal
controls or in other factors that could significantly affect these controls, nor
were any corrective actions required with regard to significant deficiencies and
material weaknesses.


<PAGE>
                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       THE AUTOLINE GROUP, INC.



Date:2/23/05                           /S/JAMES DOOLIN
                                       James Doolin
                                       President and Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


                                       THE AUTOLINE GROUP, INC.



Date:2/23/05                           /S/JAMES DOOLIN
                                       James Doolin
                                       President and Director


Date:2/23/05                           /S/BURKE STAKER
                                       Burke Staker
                                       Secretary and Director
<PAGE>
                           CERTIFICATION PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Doolin,  Chief Executive Officer of The Autoline Group,  Inc.,  certify
that:

1. I have reviewed this Quarterly  Report on Form 10-KSB of The Autoline  Group,
Inc.;

2.  Based on my  knowledge,  this  Annual  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 Annual
Report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this Annual  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 Annual Report;

4.  The  Registrant's  other  certifying  officer  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 we 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
Annual Report (the "Evaluation Date"); and

c) presented in this Annual 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 officer 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 function);

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 officer and I have indicated in this Annual
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.



Dated:2/23/05                                  /S/JAMES DOOLIN
                                               ---------------------------
                                               James Doolin
                                               Chief Executive Officer

<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                       OF THE SARBARNES OXLEY ACT OF 2002


     In  connection  with the  Annual  Report of The  Autoline  Group,  Inc.(the
"Registrant")  on Form 10-KSB for the year ending  November 30,  2004,  as filed
with the  Securities  and  Exchange  Commision  on the date  hereof(the  "Annual
Report"),  I, James Doolin, Chief Executive Officer, and Chief Financial Officer
of the  Registrant,  certify,  pursuant to 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Annual Report fully complies with the requirments of section
    13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) The information contained in the Annual Report fairly represents, in all
    material respects, the financial condition and result of operations of
    the Registrant.


Dated:2/23/05                                  /S/JAMES DOOLIN
                                               ---------------------
                                               James Doolin
                                               Chief Executive Officer
                                               Chief Financial Officer