1                    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, 2002
                               -----------------

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

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

                               Commission File No.
                                     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, 2002
- $186,245.
<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, 2002 - $1,056.50.  There are approximately 1,056,500 shares of
common  voting stock of the Company not held by  affiliates.  Because  there has
been no "public market" for the Company's common stock since its inception,  the
Company has arbitrarily valued these shares at par value of $0.001 per share.

                   (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 1, 2003
                                    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
                                                ---     ---
<PAGE>

                                     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 one auction and resell the vehicle at another auction.

     Although the Company intends to sell vehicles from its limited inventory on
occasion it does not intend to generate a majority  of its income  through  this
avenue.  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.
     ---------------------------

     We have one primary line of business:  to sell used vehicles exclusively to
wholesale and retail customers within the Utah and Southern California market.

     We commenced  operations  beginning in 2001. The Autoline  Group,  Inc. was
incorporated in Utah June, 2001.  Since inception all of the Company's  revenues
have come through selling vehicles to retail customers.  To date the Company has
sold approximately ten vehicles.  Although all vehicles sold have been to retail
customers,  the  Company  believes  that it may sell some  vehicles  through the
wholesale markets.
<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.

     The Company's  dealership  operations commenced in 2001 with the opening of
one dealerships in Salt Lake City,  Utah. On October 1, 2001, the Utah State Tax
Commission,   Motor  Vehicle   Enforcement   Division   approved  the  Company's
application for a Utah dealership license.

     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  1999 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  intened  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 at a very  early  stage of
development.  We have only recently commenced business  operations and we face a
high risk of business failure and there can be no assurance that we will achieve
profitable business operations.

<PAGE>

     Lossed Associated with Start-up.
     --------------------------------

     The Company was formed  recently  and has limited  operating  history.  The
purchase and flooring of automobiles can require large up front expenditures and
working  capital.  The  Company  will also  experience  expenses  related to the
initial  start-up of the  business,  including  office,  computer  and  software
expenses.  The Company  expects that its initial  expenses will result in losses
early in its  development.  It cannot  guarantee that it will become  profitable
after it completes  its initial  purchases.

     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  58.6% 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  intends to buy and resale  most of its goods.  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 six 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.

     No Public Market for the Company's Securities.
     ----------------------------------------------

     There has never been any "established  trading market" for shares of common
stock of the Company.  The Company has recently  submitted  an  application  for
listing on the OTC Bulletin  Board of the  National  Association  of  Securities
Dealers, Inc. ("NASD"). If a market for the Company's common stock does develop,
the stock price may be volatile.  No assurance  can be given that any market for
the  Company's  common stock will develop or be  maintained.  If a public market
ever develops in the future, the sale of "unregistered" and "restricted"  shares
of common stock pursuant to Rule 144 of the  Securities and Exchange  Commission
by members of management or others may have a substantial  adverse impact on any
such market;  and all of these persons have satisfied the "holding period" under
Rule 144.

     There is currently no market for the Company's common stock and there is no
assurance that a market will develop.  If a market develops,  we anticipate that
the  market  price  of the  Company's  common  stock  will  be  subject  to wide
fluctuations in response to several factors including;

        - The Company's ability to execute its business plan and significantly
          grow the business.
        - The Company's ability to generate brand recognition among car buyers.
        - Increased competition from competitors who offer competing services.
        - The Company's financial condition and results of operations.
<PAGE>
     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, 2001,
expresses  "substantial doubt about its ability to continue as a going concern,"
due to the  Company's  status as a  development  stage  company  and its lack of
significant operations. If the Company is unable to develop its operations,  the
Company may have to cease to exist,  which would be  detrimental to the value of
the Company's common stock. 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 two  automobiles in its inventory.  Its business
address is the same as the  Company's  dealership.  The Company has secured such
property  for a one year  period and is  currently  provided at no cost from the
Company's  executive  officer,  Mr. Burke Staker.  Depending on its 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 May 2003.

     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,  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, 2002,  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 has recently  submitted  an  application  for  quotation of its
common stock on the OTC Bulletin Board.  There is no assurance the the Company's
common stock will be quoted on the OTC Bulletin Board.

     Holders.
     --------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 32.

     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 June 27, 2001,  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>

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, 2002, resulted
in $186,245 in  revenues.  General and  administrative  expenses  were  $14,881,
resulting in an  operating  loss of $15,652,  and a net loss of ($17,419)  after
taking into account an interest expense of $1,667 and prepaid franchise taxes of
$100.

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

     At November 30, 2002,  the Company had total current  assets of $36,583 and
total  liabilities  of  $32,210.  Management  believes  that its cash on hand of
$4,687 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 that 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, 2002 and 2001

          Independent Auditors' Report

          Balance Sheets - November 30, 2002

          Statements of Operations for the years ended
          November 30, 2002 and 2001

          Statements of Stockholders' Equity for the
          years ended Novemberf 30, 2002 and 2001

          Statements of Cash Flows for the years ended
          November 30, 2002 and 2001

          Notes to the Financial Statements

<PAGE>


                            The Autoline Group, Inc.

              Financial Statements and Independent Auditors' Report
                                November 30, 2002


<PAGE>
<TABLE>
<CAPTION>

                            The Autoline Group, Inc.

                                TABLE OF CONTENTS


                                                                                                                                Page

<S>                                                                                                                              <C>
Independent Auditors' Report                                                                                                      1

Balance Sheet -- November 30, 2002                                                                                                2

Statements of Operations for the twelve month and six month periods ended November 30,
2002 and 2001                                                                                                                     3

Statements of Stockholders' Equity for the twelve month and six month periods ended
November 30, 2002 and 2001                                                                                                        4

Statements of Cash Flows for the twelve month and six months periods ended November
30, 2002 and 2001                                                                                                                 5

Notes to Financial Statements                                                                                                    6-9

</TABLE>
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


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, 2002, and the related statements of operations, stockholders'
equity, and cash flows for the twelve month and six month periods ended November
30, 2002 and 2001.  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  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform our 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  audit  provides  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,  2002,  and the results of  operations  and cash flows for the
periods  ended  November  30,  2002 and  2001,  in  conformity  with  accounting
principles generally accepted in the United States of America.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements, the Company has accumulated losses since inception and has
had no revenue from operations which raises  substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are 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
January 10, 2003

<PAGE>
<TABLE>
<CAPTION>

                                    The Autoline Group, Inc.
                                          Balance Sheet
                                        November 30, 2002


                                     ASSETS


Assets
  Current Assets
<S>                                                                          <C>
    Cash                                                                     $                4,687
    Inventory - Notes 1 & 6                                                                  31,896
                                                                                 ------------------
      Total Current Assets                                                                   36,583
                                                                                 ------------------

                       Total Assets                                            $            36,583
                                                                                 ==================

                              LIABILITIES AND STOCKHOLDERS' EQUITY


Liabilities
  Accrued Liabilities                                                          $             10,340
  Total Current Liabilities                                                                  10,340

  Payable to shareholders - Note 5                                                           21,870
                                                                                 ------------------
    Total Long-term Liabilities                                                              21,870
                                                                                 ------------------
         Total Liabilities                                                     $             32,210


Stockholders' Equity: - Note 4
 Common Stock - 50,000,000 shares authorized
   having a par value of $.001 per share; 2,500,000
   shares issued and outstanding                                                             2,557
 Additional Paid-in Capital                                                                 26,243
 Accumulated deficit                                                                       (24,427)
                                                                                 ------------------
                Total Stockholders' Equity                                                   4,373
                                                                                 ------------------
        total Liabilities and Stockholders' Equity                             $            36,583
                                                                                 ==================


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

                            The Autoline Group, Inc.
                            Statements of Operations
   For the twelve month and six month periods ended November 30, 2002 and 2001


                                                             Twelve months          Six months
                                                                 ended                 ended
                                                             November 30,          November 30,
                                                                 2002                  2001
                                                           -----------------    ------------------
<S>                                                        <C>                  <C>
Revenues                                                   $        186,245     $                0

Cost of Goods Sold                                                 (187,016)                     0
                                                           -----------------    ------------------

Gross Profit                                                           (771)                     0

General & Administrative Expenses                                     14,881                 6,705

                                                                                ------------------
                 Operating Loss                                     (15,652)               (6,705)
Other Income and Expense
  Interest Expense                                                   (1,667)                 (203)
                                                                                ------------------
         Net Income Before Income Taxes                             (17,319)               (6,908)

Current Year Provision for Income Taxes                                  100                   100
                                                           -----------------    ------------------

Net Income                                                 $        (17,419)    $          (7,008)
                                                           =================    ==================


Income Per Share                                                      (0.01)               (0.01)
                                                           =================    ==================

Weighted Average Shares Outstanding                                2,552,475             2,215,232
                                                           =================    ==================

                 See accompanying notes to financial statements.

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

                            The Autoline Group, Inc.
                       Statements of Stockholders' Equity
  For the twelve month and six month periods ended November 30, 2002, and 2001


                                                             Additional                              Net
                              Common           Common          Paid-in         Accumulated      Stockholders'
                              Shares            Stock          Capital           Deficit           Equity
                           -------------     ----------     ------------      ------------     --------------
Balance at inception, June
<C> <C>                                <C>            <C>             <C>               <C>                 <C>
27, 2001                               0              0               0                 0                   0
Sale of shares to officers at
$0.005 per share.              1,500,000          1,500            6,000                                7,500
Sale of shares to investors at
$0.01 per share                1,000,000          1,000            9,000                               10,000
Net loss for the period ended
November 30, 2001                                                                    7,008)            (7,008)
                           -------------     ----------     ------------      ------------     --------------
Balance, November 30,
2001                           2,500,000          2,500           15,000            (7,008)            10,492
Issued shares for cash at
$0.20 per share                   56,500             57           11,243                               11,300
Net loss for the period ended
November 30, 2002                                                                  (17,419)           (17,419)
                           -------------     ----------     ------------      ------------     --------------
Balance, November 30,          2,556,500          2,557           26,243          (24,427)              4,373
2002
                           =============     ==========     ============      ============     ==============









                 See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>

                            The Autoline Group, Inc.
                            Statements of Cash Flows
   For the twelve month and six month periods ended November 30, 2002 and 2001


                                                            Twelve months        Six Months
                                                                ended              ended
                                                            November 30,        November 30,
                                                                2002                2001
                                                           ---------------    ----------------
Cash Flows from Operating Activities
<S>                                                        <C>                <C>
Net Loss                                                   $      (17,419)    $        (7,008)
Adjustments to reconcile net income to net cash provided
   by operating activities:
      Increase in accrued liabilities                               10,241                 100
      Increase in interest payable                                   1,667                 203
      Increase in Inventory                                       (11,192)            (20,705)
                                                                              ----------------
         Net Cash from operating Activities                       (16,703)            (27,410)
Cash Flows from Finance Activities
     Loan from Shareholder                                          10,000              10,000
     Issued Stock for Cash                                          11,300              17,500
                                                                              ----------------
                    Net Cash from Financing Activities              21,300              27,500
                                                           ---------------    ----------------
Net Increase in Cash                                                 4,597                  90
                                                           ---------------    ----------------

Beginning Cash Balance                                                  90                   0
                                                           ---------------    ----------------

Ending Cash Balance                                         $        4,687     $            90
                                                           ===============    ================

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for interest                   $             0     $             0
  Cash paid during the year for income/franchise taxes     $           100     $             0




                 See accompanying notes to financial statements.

</TABLE>
<PAGE>

                            The Autoline Group, Inc.
                          Notes to Financial Statements
                                November 30, 2002

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.

               During the six month period  ended  November 30, 2001 the Company
               was  considered  to be in the  development  stage.  In 2002,  the
               Company began its planned principal operations.

               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 bases
               and tax bases 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 antidilutive.

               (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
               $4,687 cash at November 30, 2002.


<PAGE>

                            The Autoline Group, Inc.
                    Notes to Financial Statements [continued]
                                November 30, 2002




NOTE 1         Organization and Summary of Significant Accounting Policies[cont]

               (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.

               (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, 2002.



<PAGE>

                             The Autoline Group, Inc
                    Notes to Financial Statements [continued]
                                November 30, 2002

NOTE 2         LIQUIDITY/GOING CONCERN

               The Company 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.



NOTE 2         LIQUIDITY/GOING CONCERN [continued]

               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 2022. A valuation allowance is provided when it is
               more likely than not that some  portion of the deferred tax asset
               will not be realized.

                                          Estimated
Description                                  NOL            Tax           Rate
   Federal Income Tax                   $     (24,427) $     (3,664)      15%
   State Income Tax                           (24,227)       (1,211)       5%
   Valuation allowance                                         4,875
                                                       -------------
        Deferred tax asset 11/30/2002                  $          0

               The valuation allowance has increased by $3,473 during 2002, from
               $1,402 as of November  30,  2001.  The  provision  for income tax
               represents the minimum franchise tax due to the State of Utah for
               the current year.


NOTE 4         COMMON STOCK

               In  conjunction  with the  inception  of the  Company,  1,500,000
               shares of common  stock  were sold to  officers  of the  Company.
               These shares were issued at $.005 per share for $7,500.

               The Company sold 1,000,000 shares of common stock, under Rule 504
               of Regulation D, to

<PAGE>

                             The Autoline Group, Inc
                    Notes to Financial Statements [continued]
                                November 30, 2002

               "accredited  investors"  on August 6,  2001.  These  shares  were
               issued at $.01 per share for a total of $10,000.

               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 offering 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.


Note 5         SHAREHOLDER LOAN / RELATED PARTY TRANSACTIONS

               As of November 30, 2001,  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  2004.  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.

               As of November 30, 2002,  the Company has recorded an  additional
               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
               2005. 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
               $1,870 as of November 30, 2002.


Note 6         INVENTORY

               As of November 30, 2002 inventory consists of two vehicles valued
               at cost of $31,896.  Vehicles  are  purchased  for the purpose of
               resale.  As of  November  30,  2002  the book  value of  vehicles
               approximates market value.

<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 26 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 for a firm  specializing in
mergers and acquisition in Costa Mesa, California.

     Burke Staker, Vice President and a director, is 27 years of age. Mr. Staker
graduated  from  Westminster  College,  of Salt Lake City.  He graduated  with a
bachelor of science,  business  degree.  Mr.  Staker  worked for a  construction
company from 1993 through 2001.  Mr. Staker is in his third year in law school
at the University of Utah.
<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.     11-30-02   0     0     0      0     0     0  3,000
Doolin,      11-30-01   0     0     0      0     0     0   750
Director,
President

Burke        11-30-02   0     0     0      0     0     0  3,000
Staker       11-30-01   0     0     0      0     0     0   750
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,  2002.  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: 2/26/03                          /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: 2/26/03                          /S/JAMES DOOLIN
                                       James Doolin
                                       President and Director


Date: 2/26/03                          /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: 2/26/03                                 /S/ James Doolin
                                               ---------------------------
                                               James Doolin
                                               Chief Executive Officer

<PAGE>

                           CERTIFICATION PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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

1. I have  reviewed  this Annual  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 Annual 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: 2/26/03                                 /S/  James Doolin
                                               ---------------------
                                               James Doolin
                                               Chief Financial 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,  2002,  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: 2/26/03                                 /S/  James Doolin
                                               ---------------------
                                               James Doolin
                                               Chief Executive Officer
                                               Chief Financial Officer