**U. S. Securities and Exchange Commission**

 

Washington, D. C. 20549 

 

**FORM 10-QSB**

 

**x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**

**ACT OF 1934**

 

For the three month period ended September 30, 2006 

 

**o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**

**ACT OF 1934**

 

For the transition period from _______ to _______

 

*Commission File No**. -*0-51075 

 

**Autostrada Motors, Inc.**

 

(Name of Small Business Issuer in its Charter)

 

 

| Utah                            | 20-0919460                 |
|---------------------------------|----------------------------|
| (State or Other Jurisdiction of | (I.R.S. Employer I.D. No.) |
| incorporation or organization)  |                       |

 

 

235 West 500 South 

Salt Lake City, Utah 84101  

(Address of Principal Executive Offices) 

 

Issuer’s Telephone Number: (801) 524-9500 

 

**None; not applicable.** 

(Former Name or Former Address, if changed since last Report) 

 

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 Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the Issuer is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

Indicate by check mark whether the Issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

1

**APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**

**PROCEEDINGS DURING THE PRECEDING FIVE YEARS**

 

Not applicable.

 

**APPLICABLE ONLY TO CORPORATE ISSUERS**

 

Indicate the number of shares outstanding of each of the Issuer’s classes of common equity, as of the latest practicable date: October 16, 2006 – 10,400,000 shares of common stock. 

 

Transitional Small Business Disclosure Format (Check one): Yes o No x

 

**FINANCIAL STATEMENTS**

 

September 30, 2006

**C O N T E N T S**

 

| Condensed Consolidated Balance Sheets | 3 |
|---------------------------------------|---|

| Condensed Consolidated Statements of Operations | 5 |
|-------------------------------------------------|---|

| Condensed Consolidated Statements of Cash Flows | 6 |
|-------------------------------------------------|---|

| Notes to Condensed Consolidated Financial Statements | 7 |
|------------------------------------------------------|---|

 

 

 

2

**PART I - FINANCIAL INFORMATION**

 

**Item 1. Financial Statements.**

 

**AUTOSTRADA MOTORS, INC.**

**CONDENSED CONSOLIDATED BALANCE SHEET**

**(Unaudited)**

 

|                                           |   | **September 30,** |      |   | **December 31,** |   |
|------------------------------------------------|--------|-------------------|-----------|--------|------------------|--------|
|                                           |   | **2006**          |      |   | **2005**         |   |
|                                           |   | **(Unaudited)**   |      |   | **(Audited)**    |   |
| **ASSETS**                                     |   |              |      |   |             |   |   |   |
| Current Assets                                 |   |              |      |   |             |   |   |   |
| Cash                                           |   | $                 | 8,963     |   |             | $      | 43,644 |   |
| Cash in Escrow - Restricted - See note 3 and 4 |   |              | 1,000,000 |   |             |   | — |   |
| Accounts Receivable                            |   |              | 49,069    |   |             |   | 42,815 |   |
| Financing Receivables                          |   |              | 22,260    |   |             |   | 39,255 |   |
| Employee Advances                              |   |              | 1,730     |   |             |   | 2,184 |   |
| Prepaid Expenses                               |   |              | 900       |   |             |   | 900 |   |
| Prepaid Taxes                                  |   |              | 640       |   |             |   | — |   |
| Current Portion Prepaid Consulting             |   |              | —    |   |             |   | 4,688 |   |
| Inventory                                      |   |              | 512,807   |   |             |   | 540,791 |   |
| Total Current Assets                           |   |              | 1,596,368 |   |             |   | 674,277 |   |
|                                           |   |              |      |   |             |   |   |   |
| Property, Plant, & Equipment [Net]         |   |              | 53,005    |   |             |   | 66,855 |   |
|                                           |   |              |      |   |             |   |   |   |
| Other Assets                                   |   |              |      |   |             |   |   |   |
| Non-current Financing Receivables              |   |              | 11,041    |   |             |   | 13,284 |   |
| Deposits                                       |   |              | 2,600     |   |             |   | 2,600 |   |
| Deferred Tax Asset                             |   |              | 8,133     |   |             |   | 8,133 |   |
| Total Other Assets                             |   |              | 21,774    |   |             |   | 24,017 |   |
|                                           |   |              |      |   |             |   |   |   |
| **Total Assets**                               |   | $                 | 1,671,146 |   |             | $      | 765,149 |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**  |   |              |      |   |             |   |   |   |
| Liabilities                                    |   |              |      |   |             |   |   |   |
| Current Liabilities                            |   |              |      |   |             |   |   |   |
| Bank overdraft                                 |   | $                 | 31,483    |   |             | $      | — |   |
| Accounts Payable                               |   |              | 88,215    |   |             |   | 269,214 |   |
| Sales Tax Payable                              |   |              | 21,819    |   |             |   | 30,865 |   |
| Taxes Payable                                  |   |              | —    |   |             |   | 1,453 |   |
| Line of Credit                                 |   |              | 236,244   |   |             |   | 207,589 |   |
| Notes Payable to Related Parties               |   |              | 1,293     |   |             |   | 39,226 |   |
| Total Current Liabilities                      |   |              | 379,053   |   |             |   | 548,347 |   |
|                                           |   |              |      |   |             |   |   |   |
| Notes Payable Related Party                    |   |              | 230,500   |   |             |   | 126,500 |   |
|                                           |   |              |      |   |             |   |   |   |
| **Total Liabilities**                          |   |              | 609,553   |   |             |   | 674,847 |   |
|                                           |   |              |      |   |             |   |   |   |

 

 

3

 

| **Stockholders’ Equity**                          |   |   |      |   |   |   |    |   |
|--------------------------------------------------------|--------|--------|-----------|--------|--------|--------|---------|--------|
| Preferred stock: $.001 par value,                      |   |   |      |   |   |   |    |   |
| 500,000 shares authorized,                             |   |   |      |   |   |   |    |   |
| no issued or outstanding                               |   | $      | —    |   |   | $      | —  |   |
| Common stock, $.001 par value,                         |   |   |      |   |   |   |    |   |
| 70,000,000 shares authorized, 10,400,000               |   |   |      |   |   |   |    |   |
| issued and outstanding [Restated for Stock Split]      |   |   | 10,400    |   |   |   | 8,400   |   |
| Paid in Excess of par value [Restated for Stock Split] |   |   | 1,106,412 |   |   |   | 108,412 |   |
| Accumulated deficit                                    |   |   | (55,218   | )      |   |   | (26,510 | )      |
| **Total Stockholders’ Equity**                    |   |   | 1,061,593 |   |   |   | 90,302  |   |
| **Total Liabilities and Stockholders’ Equity**    |   | $      | 1,671,146 |   |   | $      | 765,149 |   |
|                                                   |   |   |      |   |   |   |    |   |

 

 

See accompanying notes to the financial statements.

****

 

4

**AUTOSTRADA MOTORS, INC.**

**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**

**For the Three and Nine Months Ended September 30, 2006 and 2005**

**(Unaudited)**

 

 

|                                                              |   |   | **Three Months**  |       |   |   | **Three Months**  |   |      |   | **Nine Months**   |   |   |      | **Nine Months**   |   |
|-------------------------------------------------------------------|--------|--------|-------------------|------------|--------|--------|-------------------|--------|-----------|--------|-------------------|--------|--------|-----------|-------------------|--------|
|                                                              |   |   | **Ended**         |       |   |   | **Ended**         |   |      |   | **Ended**         |   |   |      | **Ended**         |   |
|                                                              |   |   | **September 30,** |       |   |   | **September 30,** |   |      |   | **September 30,** |   |   |      | **September 30,** |   |
|                                                              |   |   | **2006**          |       |   |   | **2005**          |   |      |   | **2006**          |   |   |      | **2005**          |   |
| Revenues                                                          |   |   | $                 | 1,114,638  |   |   |              | $      | 1,261,221 |   |              |   | $      | 3,871,204 |              |   |   | $ | 3,568,525 |   |
| Cost of Goods Sold                                                |   |   |              | 1,014,142  |   |   |              |   | 1,167,459 |   |              |   |   | 3,604,691 |              |   |   |   | 3,302,236 |   |
|                                                              |   |   |              |       |   |   |              |   |      |   |              |   |   |      |              |   |   |   |   |   |
| Gross Profit (Loss)                                               |   |   |              | 100,496    |   |   |              |   | 93,762    |   |              |   |   | 266,513   |              |   |   |   | 266,289 |   |
|                                                              |   |   |              |       |   |   |              |   |      |   |              |   |   |      |              |   |   |   |   |   |
| Advertising                                                       |   |   |              | 7,391      |   |   |              |   | 8,617     |   |              |   |   | 20,800    |              |   |   |   | 20,770 |   |
| Depreciation                                                      |   |   |              | 4,762      |   |   |              |   | 3,962     |   |              |   |   | 14,117    |              |   |   |   | 11,101 |   |
| General & Administrative Expenses                             |   |   |              | 67,848     |   |   |              |   | 76,269    |   |              |   |   | 232,963   |              |   |   |   | 209,147 |   |
|                                                              |   |   |              |       |   |   |              |   |      |   |              |   |   |      |              |   |   |   |   |   |
| Operating Income (Loss)                                           |   |   |              | 20,496     |   |   |              |   | 4,914     |   |              |   |   | (1,366    | )                 |   |   |   | 25,271 |   |
|                                                              |   |   |              |       |   |   |              |   |      |   |              |   |   |      |              |   |   |   |   |   |
| Other Income and Expense                                          |   |   |              |       |   |   |              |   |      |   |              |   |   |      |              |   |   |   |   |   |
|                                                              |   |   |              |       |   |   |              |   |      |   |              |   |   |      |              |   |   |   |   |   |
| Interest Income                                                   |   |   |              | 1,818      |   |   |              |   | 2,554     |   |              |   |   | 6,990     |              |   |   |   | 6,539 |   |
| Interest Expense                                                  |   |   |              | (12,713    | )      |   |              |   | (7,637    | )      |              |   |   | (34,290   | )                 |   |   |   | (19,597 | ) |
|                                                              |   |   |              |       |   |   |              |   |      |   |              |   |   |      |              |   |   |   |   |   |
| Net Income (Loss) Before Taxes                                    |   |   |              | 9,601      |   |   |              |   | (169      | )      |              |   |   | (28,666   | )                 |   |   |   | 12,213 |   |
|                                                              |   |   |              |       |   |   |              |   |      |   |              |   |   |      |              |   |   |   |   |   |
| Current Year Provision (benefit) for Income & Franchise Taxes |   |   |              | —     |   |   |              |   | —    |   |              |   |   | 42        |              |   |   |   | — |   |
|                                                              |   |   |              |       |   |   |              |   |      |   |              |   |   |      |              |   |   |   |   |   |
| Net Income (Loss)                                                 |   |   | $                 | 9,601      |   |   |              | $      | (169      | )      |              |   | $      | (28,708   | )                 |   |   | $ | 12,213 |   |
|                                                              |   |   |              |       |   |   |              |   |      |   |              |   |   |      |              |   |   |   |   |   |
| Income (Loss) Per Share                                           |   |   |              | 0.01       |   |   |              |   | (0.01     | )      |              |   |   | (0.01     | )                 |   |   |   | 0.01 |   |
|                                                              |   |   |              |       |   |   |              |   |      |   |              |   |   |      |              |   |   |   |   |   |
| Weighted Average Shares Outstanding                               |   |   |              | 10,117,391 |   |   |              |   | 8,400,000 |   |              |   |   | 8,978,755 |              |   |   |   | 8,400,000 |   |
|                                                              |   |   |              |       |   |   |              |   |      |   |              |   |   |      |              |   |   |   |   |   |

 

 

 

See accompanying notes to the financial statements.

 

 

 

5

**AUTOSTRADA MOTORS, INC.**

**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**

**For the Nine Months Ended September 30, 2006 and 2005**

**(Unaudited)**

 

|                                                 |   | **For the Nine**  |       |   | **For the Nine**  |   |
|------------------------------------------------------|--------|-------------------|------------|--------|-------------------|--------|
|                                                 |   | **Months ended**  |       |   | **Months ended**  |   |
|                                                 |   | **September 30,** |       |   | **September 30,** |   |
|                                                 |   | **2006**          |       |   | **2005**          |   |
| Cash Flows From Operating Activities:                |   |              |       |   |              |   |   |   |
| Net Income (Loss)                                    |   | $                 | (28,708    | )      |              | $      | 12,213 |   |
| Adjustments to reconcile net profit to               |   |              |       |   |              |   |   |   |
| net cash provided by operating activities:           |   |              |       |   |              |   |   |   |
| Depreciation Expense                                 |   |              | 14,117     |   |              |   | 11,101 |   |
| Stock issued for services                            |   |              | —     |   |              |   | 14,063 |   |
| (Increase) Decrease in Accounts Receivable           |   |              | (6,254     | )      |              |   | (19,422 | ) |
| (Increase) Decrease in Financing Receivables         |   |              | 19,238     |   |              |   | (52,692 | ) |
| (Increase) Decrease in Inventory                     |   |              | 27,984     |   |              |   | (190,356 | ) |
| (Increase) Decrease in Prepaid Expenses              |   |              | 4,048      |   |              |   | 1,829 |   |
| (Increase) Decrease in Employee Advances             |   |              | 454        |   |              |   |   |   |
| Increase (decrease) in Accounts Payable              |   |              | (180,999   | )      |              |   | 238,155 |   |
| Increase (decrease) in Bank Overdraft                |   |              | 31,483     |   |              |   | — |   |
| Increase (decrease) in Accrued Liabilities           |   |              | (10,499    | )      |              |   | 19,570 |   |
| Net Cash Provided by/(Used for) Operating Activities |   |              | (129,136   | )      |              |   | 34,461 |   |
| Cash Flows From Investing Activities:                |   |              |       |   |              |   |   |   |
| Purchase of Property, Plant, & Equipment         |   |              | (267       | )      |              |   | (10,481 | ) |
|                                                 |   |              |       |   |              |   |   |   |
| Net Cash Provided by/(Used for) Investing Activities |   |              | (267       | )      |              |   | (10,481 | ) |
| Cash Flows From Financing Activities:                |   |              |       |   |              |   |   |   |
| Cash from stock issued to escrow                     |   |              | 1,000,000  |   |              |   | — |   |
| Repayment on Related Party Notes                     |   |              | (55,692    | )      |              |   | (12,674 | ) |
| Proceeds from Related Party Notes                    |   |              | 121,759    |   |              |   | 135,000 |   |
| Proceeds from Lines of Credit                        |   |              | 1,585,706  |   |              |   | 880,915 |   |
| Repayment on Lines of Credit                         |   |              | (1,557,051 | )      |              |   | (918,405 | ) |
|                                                 |   |              |       |   |              |   |   |   |
| Net Cash Provided by/(Used for) Financing Activities |   |              | 1,094,722  |   |              |   | 84,836 |   |
| Net Increase in Cash                                 |   |              | 965,319    |   |              |   | 108,816 |   |
| Beginning Cash Balance                               |   |              | 43,644     |   |              |   | 17,336 |   |
| Ending Cash Balance                                  |   | $                 | 1,008,963  |   |              | $      | 126,152 |   |
| Supplemental Discloser of Cash Flow Information:     |   |              |       |   |              |   |   |   |
| Stock issued for services                            |   | $                 | —     |   |              | $      | 14,063 |   |
| Cash paid for Taxes                                  |   | $                 | 640        |   |              | $      | 100 |   |
| Cash paid during the year for Interest               |   | $                 | 34,290     |   |              | $      | 19,597 |   |

 

See accompanying notes to the financial statements.

 

****

 

6

**AUTOSTRADA MOTORS, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**September 30, 2006**

 

**NOTE 1 – BASIS OF PRESENTATION**

 

The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Security and Exchange Commission.  The interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary to present a fair statement of the results for the period.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005.  The results of operation for period ended September 30, 2006 are not necessarily indicative of the operating results for the full years.

 

**NOTE 2 – RELATED PARTY PAYABLES**

 

As of September 30, 2006, the Company has recorded a note payable to a shareholder for $38,000.  This agreement was amended in July 2006, increasing the limit available to $50,000 and the maturity date to August 1, 2008.

 

As of September 30, 2006, the Company has recorded a note payable to a related party for $192,500.  This agreement was amended on June 28, 2006 to increase the limit available to $200,000 and the maturity date to August 1, 2009.  The note requires monthly interest payments of prime plus 2.25 percent.  During the three months ended September 30, 2006, the Company was advanced an additional $1,172 on the note.

 

A related party, by common management, has paid $1,293 in expenses on behalf of the Company for the three months ended September 30, 2006.  This amount is non-interest bearing and payable upon demand.

 

**NOTE 3 – CONTINGENCY**

 

On April 13, 2006, the Company executed a Letter of Intent to acquire Water Bank of America, Inc., a Canadian corporation.  The closing is subject to the execution and delivery of a definitive agreement and various other conditions.  The Company is currently working on finalizing the acquisition.  No assurance can be given that this acquisition will be completed.

 

**NOTE 4 – EQUITY**

 

On May 3, 2006, the Company’s Board of Directors resolved to affect a forward split, by dividend, of its outstanding common stock on the basis of eight for one.  The forward split was effective as of May 15, 2006.  The Company has accounted for the forward split as if the additional shares were issued with the original shares.  

 

On July 12, 2006, the Company issued 2,000,000 shares of its common stock in exchange for $1,000,000, or $0.50 per share.  The shares and cash were placed in escrow contingent on the closing of its acquisition of Water Bank of America (WBOA).  If the acquisition is not completed, the cash will be returned to the investor and the shares will be returned to the Company as treasury stock.  See Note 3 regarding the Letter of Intent to acquire WBOA.

 

**NOTE 5 – CONSOLIDATION**

 

On April 19, 2006, the Company’s Board of Directors resolved to establish a wholly owned subsidiary by the name of ASDM Holdings, Inc.  The Board of Directors also resolved to transfer all operations, including assets and liabilities, into this subsidiary.  The consolidated financial statements of the Company include the accounts of Autostrada Motors, Inc. and its wholly-owned subsidiary, ASDM Holdings, Inc.  All significant intercompany transactions have been eliminated.

 

7

**NOTE 6 – LEASES**

 

On June 1, 2006, the Company extended the lease for their retail location to August 31, 2007.  Accordingly, the Company will be required to make minimum lease payments of $7,950 for the remaining three months of 2006 and minimum lease payments of $21,200 for 2007.

 

8

**Item 2. Management’s Discussion and Analysis or Plan of Operation.**

 

**Plan of Operation**

 

Our plan of operation for the next 12 months is to continue with our current business operations. However, we have accumulated losses since our inception and have not yet been able to generate consistent profits from operations. Operating capital has been raised through loans from members (while we were an L.L.C.), lines of credit and from our shareholders. 

 

On April 13, 2006, we announced the execution of a Letter of Intent to acquire Water Bank of America, Inc., a Canadian corporation.  The closing is subject to the execution and delivery of a definitive agreement and various other conditions; no assurance can be given that this acquisition will be completed.  For additional information, please see our Current Report on Form 8-K, as filed with the Securities and Exchange Commission on or about April 13, 2006, which is incorporated herein by this reference.  The closing of the acquisition has been extended to no later than October 31, 2006.

 

**Results of Operations**

 

Our Company has generated limited profits since inception. We generated a net income of $9,601 on Revenue of $1,114,638 for the quarterly period ended September 30, 2006, and a net loss of ($169) on revenue of $1,261,221 for the quarterly period ended September 30, 2005.

 

Revenues decreased from $1,261,221 for the quarterly period ended September 30, 2005, to $1,114,638 for the quarterly period ended September 30, 2006. For  the quarter ending September 30, 2006 , 60% of the vehicles sold were retail or lot generated versus 80% for the quarter ending September 30, 2005  Wholesale sales increased from 20% to 40% for the periods.  Approximately 75% of the retail sales leads are initiated from AutoTrader.com, Cars.com, and our web site, www.autostradamotors.com. The remaining sales leads come from drive-by traffic (12.5%) and customer referrals (12.5%). All retail sales are finalized at our offices located at the sales lot. 

 

**Liquidity and Capital Resources**

 

During the quarterly periods ended September 30, 2006, and 2005, we had revenues of $1,114,638 and $1,261,221 respectively; there were accounts receivable at September 30, 2006, and December 31, 2005 of $49,069 and $42,815, respectively. Inventory was $512,807 and $540,791, respectively, at September 30, 2006, and December 31, 2005. 

 

Future cash flow from operations is anticipated to cover lease payments and other expenses of operation. Currently, we do not anticipate any additional short term or long term capital requirements. If additional short term or long term capital requirements are necessary, we anticipate approaching members of our management and/or shareholder’s to cover any unanticipated working capital needs. 

 

**Forward-Looking Statements**

 

The foregoing discussion contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, Autostrada Motors, Inc.’s actual results may vary materially from those anticipated, estimated, projected or intended. 

****

 

9

**Item 3. Controls and Procedures.**

 

As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our President and Secretary, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our President and Secretary concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management, including our President and Secretary, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic Securities and Exchange Commission reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our President and Secretary have concluded that our disclosure controls and procedures areeffective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected our internal controls over financial reporting.

 

**PART II - OTHER INFORMATION**

 

**Item 1. Legal Proceedings.**

 

We are 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 us. No director, executive officer or affiliate of ours or owner of record or beneficially of more than five percent of our common stock is a party adverse to us or has a material interest adverse to us in any proceeding. 

 

**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.**

 

On July 12, 2006, our Board of Directors resolved to issue 2,000,000 shares of “unregistered” and “restricted” common stock, par value $0.001, pursuant to subscription agreements executed between the Company and two investors.  The aforementioned funds are being held in escrow pending closing the proposed transaction between the Company and Water Bank of America, Inc.; and the issuance of these securities will be void if there is no such closing.  The closing is subject to the execution and delivery of a definitive agreement and various other conditions; no assurance can be given that this acquisition will be completed.  If the closing is consummated between the Company and Water Bank of America, Inc., we will file within four business days a Current Report on Form 8-K outlining all material terms of the transaction.  For additional information, please see our Current Report on Form 8-K,as filed with the Securities and Exchange Commission on or about April 13, 2006.

 

These shares of common stock were sold to persons who were “accredited investors” as defined in Rule 501 of Regulation D of the Securities and Exchange Commission, and we believe the offer and sale of these securities was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and Rule 506 of Regulation D.

 

**Item 3. Defaults Upon Senior Securities.**

 

None; not applicable. 

 

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

 

None; not applicable. 

 

**Item 5. Other Information.**

 

On April 13, 2006, we announced the execution of a Letter of Intent to acquire Water Bank of America, Inc., a Canadian corporation.  The closing is subject to the execution and delivery of a definitive agreement and various other conditions; no assurance can be given that this acquisition will be completed.  For additional information, 

 

10

please see our Current Report on Form 8-K, as filed with the Securities and Exchange Commission on or about April 13, 2006, which is incorporated herein by this reference.

 

On April 19, 2006 our Board of Directors resolved to establish a wholly owned subsidiary by the name of ASDM Holdings, Inc.  The Board of Directors also resolved to transfer all operations, including assets and liabilities, into this subsidiary.

 

On May 3, 2006, our Board of Directors resolved to effect a forward split, by dividend, of our outstanding common stock on the basis of eight for one.  The forward split had an effective date as of May 15, 2006.

 

**Item 6.Exhibits.**

 

(a) Exhibits

 

**31 302 Certification of Douglas W. Fry**

 

**31.1 302 Certification of Travis T. Jenson**

 

**32 906 Certification**

 

**Unanimous Consent of the Board of Directors of Autostrada Motors, Inc.**

 

(b) Reports on Form 8-K 

 

On or about April 13, 2006, we filed a Current Report on Form 8-K disclosing under Item 7.01 and 9.01 the announcement of the execution of a Letter of Intent to acquire Water Bank of America, Inc., a Canadian corporation.

 

(c) Documents Incorporated by Reference 

 

Form 8-K Current Report as filed on April 13, 2006, concerning the announcement of the execution of a Letter of Intent to acquire Water Bank of America, Inc., a Canadian corporation.

 

**SIGNATURES**

 

In accordance with the requirements of the Exchange Act, the Registrant has caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

**AUTOSTRADA MOTORS, INC.**

 

| *Date:*** | *10/17/06*** | * * | *By:***  | */s/Douglas W. Fry***                                        |
|-----------|--------------|----------|----------|--------------------------------------------------------------|
| * *  | * *     | * * | * * | *Douglas W. Fry, President and Director***                   |
| * *  | * *     | * * | * * | * *                                                     |
| *Date:*** | *10/17/06*** | * * | *By:***  | */s/Travis T. Jenson***                                      |
| * *  | * *     | * * | * * | *Travis T. Jenson, Secretary, Treasurer, CFO and Director*** |

 

 

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