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 December 31, 2004
                               -----------------

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

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

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


                             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 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: December 31, 2004-
$1,203,453

     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.

     March 22, 2005 - $63,000.  There are approximately 252,000 shares of common
voting stock of the Company held by  non-affiliates.  Because  there has been no
"public  market" for the Company's  common  stock,  the Company has valued these
shares at $0.25 per share,  the price at which the stock was sold by the Company
to its shareholders.


                   (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:

                                  March 22, 2005
                                    1,050,000

                       DOCUMENTS INCORPORATED BY REFERENCE

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

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


                                     PART I

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

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

     Organization and Charter Amendments.
     ------------------------------------

     Autostrada  Motors,  Inc.  (our  "Company,"  "we," "us," "our" and words of
similar import) was formerly  Autostrada Motors,  LLC., a Utah Limited Liability
Corporation  ("LLC").  The LLC was  established  in September  of 2003,  for the
purpose  of  operating  an  automobile  dealership  which  participated  in  the
wholesale  and  retail  used  car  markets.  The LLC was  reorganized  as a Utah
corporation on March 19, 2004,  following the corporate  reorganization  from an
LLC to a  corporation,  with us issuing  600,000  shares of common  stock to the
members of the LLC in exchange for their ownership interests.

     Our Company has an authorized  capital of $75,000  consisting of 70,000,000
shares of common stock of a par value of $0.001 per share and  5,000,000  shares
of preferred stock of a par value of $0.001 per share.

     Copies of the Articles of Conversion by which we converted from an LLC to a
corporation and our Articles of Incorporation,  and our Bylaws, as amended, were
attached to our initial 10-SB  Registration  Statement filed with the Securities
and  Exchange  Commission  on December 14, 2004 and are  incorporated  herein by
reference. See Part III, Item 13.

     An additional  150,000  shares of our common stock were issued to directors
for  services  rendered  on  behalf  of our  Company  pursuant  to a  Consulting
Agreement dated April 1, 2004, a copy of which was attached to our initial 10-SB
Registration   Statement  that  was  filed  with  the  Securities  and  Exchange
Commission on December 14, 2004 and is  incorporated  herein by  reference.  See
Part  III,  Item  13.  These  shares  were  issued  pursuant  to Rule 701 of the
Securities and Exchange Commission.

     On April 5, 2004,  we also  issued  270,200  shares of our common  stock at
$0.25 per share for an aggregate total of $67,550 under Rule 504 of Regulation D
of the  Securities  and  Exchange  Commission  and Rule  164-14-25s  of the Utah
Division  of  Securities   regarding   general   solicitations   to  "accredited
investors."

     On April 23,  2004,  we issued an  additional  29,800  shares of our common
stock at $0.25 per share for an aggregate  total of $7,450  pursuant to Rule 504
of Regulation D of the Securities and Exchange Commission and Rule 164-14-25s of
the Utah Division of Securities  regarding general  solicitations to "accredited
investors."

Material Changes in Control Since Inception and Related Business History.
-------------------------------------------------------------------------

Business.
---------

     Our  Company's  plan of operation for the next 12 months is to continue the
operations  of  our  Company's  wholesale  and  retail  automobile   dealership,
including the operation of our retail used car sales lot. We recently  completed
the relocation of our retail used car sales lot from 1145 South Richards Street,
in Salt Lake City,  Utah,  to its new location at 235 West 500 South,  Salt Lake
City, Utah.

     We moved into our  current  business  location  on  October  1, 2004.  This
location  consists of two  buildings on .78 acres.  One building of 1400 sq. ft.
has six sales offices and the second building is a four bay shop of 2400 sq. ft.
The remaining  acreage is paved and capable of  accommodating  approximately  50
vehicles in the car sales display  area.  The balance of the acreage is used for
customer,  employee and shop parking and traffic  flow.  Our location has been a
franchised  dealer used car sales site for over 25 years. We are now situated on
a major freeway  entrance to I-15/80 near downtown Salt Lake City.  This one way
street has daily  traffic flow of over 45,000  vehicles  with a majority of this
volume consisting of daily commuters.  A large pole sign is prominently  located
on our  frontage.  We have signed a triple net one year lease with four one year
options, that, in our sole discretion, may extend the lease through August 2009.
A "triple Net lease" means that we are solely responsible for all repairs and/or
property taxes on the leased premises. The annual lease payment is $30,000, with
a 3% increase if each successive lease extension is exercised. Approximately one
third of the acreage and the shop building have been sublet to Diamond Executive
Detailing,  L. C.  ("Diamond"),  which is owned by Douglas W. Fry and Stephen R.
Fry, two of our directors and executive  officers.  Diamond provides  automotive
detailing  services to us. The terms of the sub-lease are the same as the master
lease  except that the initial  annual  lease  payment is $20,400.  Most utility
payments are paid by us.

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

     Early Stage of Development.

     We were initially formed in September,  2003, and are at a very early stage
of our development.  We have less than two years of operating history, and there
is no guarantee that we will generate profits from our operations.

Extremely Limited Assets; No Profits from Operations.

     We have  limited  assets and have had no  profitable  operations  since our
inception.  Operating capital has been raised through loans from members,  lines
of  credit  with  depository  institutions  and  through  investments  from  our
shareholders.  Also,  we have had  negative  cash flows from  operations.  These
factors raise substantial doubt about our ability to operate as a going concern.

Auditor's 'Going Concern' Opinion.

     The  Independent  Auditor's  Report issued in  connection  with the audited
financial statements of our Company for the fiscal year ended December 31, 2004,
expresses  "substantial doubt about its ability to continue as a going concern,"
due to our status as a start up and our lack of profitable  operations.  See the
Index to Financial Statements, Part II, Item 7.

Losses Associated With Start-up.

     We have not had a profitable operating history. We cannot guarantee that we
will become profitable.

Dependence on Management.

     We are highly  dependent  on the  technical  and  managerial  skills of our
officers  and  directors,  even  though  they  have  limited  experience  in the
automobile industry;  therefore, the success of our business is highly dependent
upon our  ability to retain  them and to  identify,  hire and retain  additional
personnel as the need arises.  There can be no assurance that we will be able to
retain existing personnel or to identify or hire additional qualified personnel.

     The Company  believes it is "highly"  dependent on Mr.  Douglas Fry and Mr.
Stephen  Fry due to  their  business  relationships  within  the  new  and  used
automobile resale industry, in the greater Salt Lake City area. Over the past 10
years,  Mssrs. Fry and Fry have operated Diamond Executive  Detail,  LLC. a Utah
based LLC  which  provides,  among  other  services,  automobile  detailing  and
refurbishing to numerous new and used automobile dealerships located in the Salt
Lake City area.

     The Company  believes  that Mssrs.  Fry and Fry provide the Company  with a
competitive  advantage over other local used car  dealerships  due to their long
standing  involvement  and  numerous  personal  contacts  within  the  industry.
Specifically, the relationships created by the Frys' over the past 10 years have
allowed the  Company to acquire  used car  inventories  from other local new and
used  automobile  dealerships  which  may  not be  available  to  the  Company's
competitors.

     Additionally,  the Company believes it is "highly"  dependent on Mr. Jenson
due to the fact that Mr.  Jenson was  instrumental  in assisting  the Company in
completing its offering  pursuant to Rule 504 of Regulation D promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Company also believes that if it is necessary to raise  additional  "working
capital", Mr. Jenson will be instrumental to the Company in this regard.

No Market for Common Stock; No "Trading Market" for Shares.

     There has never been any "established  trading market" for shares of common
stock of our  Company.  Our  Company  has asked  Alpine  Securities  Corporation
("Alpine")  of Salt Lake City,  Utah to submit for quotation of our Common stock
on the OTC Bulletin  Board of the NASD; we anticipate  Alpine's Form 211 will be
filed in  approximately  10 days.  No assurance  can be given that the NASD will
approve  this  submission.  No  assurance  can be given  that any market for our
Company's  common  stock will  develop  or be  maintained.  For any market  that
develops for our Company's  common stock,  the sale of  "restricted  securities"
(common stock) pursuant to Rule 144 of the Securities and Exchange Commission by
members of  management  or any other person to whom any such  securities  may be
issued in the future may have a  substantial  adverse  impact on any such public
market. In April of 2005,  present members of management will have satisfied the
one year  holding  period  of Rule  144 for  public  sales  of their  respective
holdings in our Company in accordance with Rule 144.

     The most  principal  of these  factors is that the public  distribution  is
inherently  limited by the 67 total  stockholders  of record as of  January  31,
2005. We also anticipate a thinly-traded market, if one develops. There are only
1,050,000 total shares  outstanding as of January,  31, 2005, so there would not
be a large volume of trading anticipated.  Also, our Company's common stock is a
"penny stock" and only certain types of investors can purchase these securities.
However, any "substantial"  purchase or sale could have the effect of raising or
lowering the price on the basis of supply and demand alone, rather than on other
established criteria of value.

Risks of "Penny Stock."

     Our Company's  common stock will be deemed to be "penny stock" as that term
is defined in Rule  3a51-1 of the  Securities  and  Exchange  Commission.  Penny
stocks  are stocks (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) in issuers 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  revenues of less than  $6,000,000  for the last three
years.

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

     Moreover,  Rule 15g-9 of the  Securities and Exchange  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 investors in
our  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.

Principal Products or Services and their Markets.
-------------------------------------------------

     Our  principal  products  or  services  are  comprised  of the  retail  and
wholesale sale of used automobiles.

Competition.
------------

     The market  for used  automobiles  is an  established  industry,  intensely
competitive, rapidly evolving and subject to change. We expect competition to be
rather constant.  Our competitors can be divided into several groups:  franchise
automobile  dealerships,  used  car  dealers,  wholesale  dealers  and  Internet
dealers.  Most all of our current  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 relations sources.

     We may have  from  time to time in good  faith  made  certain  pricing  and
marketing  decisions or business or  technology  acquisitions  that could have a
material adverse effect on our future business,  financial condition, results of
operations or other factors  effecting  our  business.  Competition  of the type
described above could also materially adversely affect our business,  results of
operations,  financial  condition and prospects.  We can make no assurances that
our operations will be successful in this competitive environment.

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

     There are relatively low barriers to entry into our business. Because firms
such as ours 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.  We  are  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 our  Company,  which  could have a material
adverse effect on our business,  financial condition,  results of operations and
prospects.

Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------

     We purchase our used car inventory from several sources including wholesale
vehicle auctions  throughout the  Intermountain  West, as trade-in  vehicles and
from  other  local  area  dealers.  There  should  be no  shortage  in supply of
available used automobiles for sale.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
----------------

     We are a duly licensed  automobile dealer by the state of Utah, as of April
13, 2004.

Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------

     We are  subject to certain  federal,  state and local laws and  regulations
relating to small businesses  publicly-owned  companies in general and wholesale
and retail used  automobile  dealerships.  It is possible  that certain laws and
regulations  may be adopted at the local,  state and  federal  levels that could
effect our  operations.  Changes to such laws could  create  uncertainty  in the
marketplace  which could reduce  demand for our products or increase the cost of
doing  business as a result of litigation  or a variety of other such costs,  or
could in some other  manner  have a  material  adverse  effect on our  business,
financial  condition,  results of operation  and  prospects.  If any such law or
regulation is adopted, it could limit our ability to operate and could force our
business  to cease,  which  would have a  significantly  negative  effect on our
shareholders' investment.

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

     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  million;  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 million or more.

     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 present laws, rules and regulations are designed to
promote availability to the small business issuer of these capital markets.

     We are also subject to the  Sarbanes-Oxley  Act of 2002. This Act creates a
strong and  independent  accounting  oversight  board to oversee  the conduct of
auditors of public  companies  and  strengthens  auditor  independence.  It also
requires  steps to  enhance  the  direct  responsibility  of senior  members  of
management for financial reporting and for the quality of financial  disclosures
made by public  companies;  establishes  clear statutory rules to limit,  and to
expose to public  view,  possible  conflicts  of interest  affecting  securities
analysts;   creates  guidelines  for  audit  committee   members'   appointment,
compensation and oversight of the work of public companies' auditors;  prohibits
certain insider trading during pension fund blackout periods;  and establishes a
federal crime of securities fraud, among other provisions.

     Section  14(a) of the Exchange Act requires all companies  with  securities
registered  pursuant  to Section  12(g) of the  Exchange  Act 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 our Company at a special or annual  meeting  thereof or pursuant to a written
consent  will  require  our  Company  to  provide  our  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 our stockholders.

     We are also  required to file annual  reports on Form 10-KSB and  quarterly
reports on Form  10-QSB with the  Securities  Exchange  Commission  on a regular
basis,  and will be required to timely disclose  certain  material events (e.g.,
changes in corporate  control;  acquisitions  or  dispositions  of a significant
amount of assets other than in the ordinary course of business;  and bankruptcy)
in a Current Report on Form 8-K.

Sarbanes-Oxley Act.
-------------------

     On July 30, 2002,  President Bush signed into law the Sarbanes-Oxley Act of
2002 (the  "Sarbanes-Oxley  Act"). The Sarbanes-Oxley Act imposes a wide variety
of new regulatory  requirements on  publicly-held  companies and their insiders.
Many of these requirements will affect us. For example:

     *     Our chief executive officer and chief financial officer must
           now certify the accuracy of all of our periodic reports that
           contain financial statements;

     *     Our periodic reports must disclose our conclusions about the
           effectiveness of our disclosure controls and procedures; and

     *     We may not make any loan to any director or executive officer
           and we may not materially modify any existing loans.

     The Sarbanes-Oxley Act has required us to review our current procedures and
policies to determine  whether they comply with the  Sarbanes-Oxley  Act and the
new  regulations  promulgated  thereunder.  We  will  continue  to  monitor  our
compliance  with all future  regulations  that are adopted  under the  Sarbanes-
Oxley Act and will take whatever  actions are necessary to ensure that we are in
compliance.

Research and Development.
-------------------------

     None; Not applicable.

Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------

     None; Not applicable.

Number of Employees.
--------------------

     We have three employees in addition to our officers and directors.

Item 2.  Description of Property.
---------------------------------

     We recently  completed the relocation of our retail used car sales lot from
1145 South Richards Street,  in Salt Lake City, Utah, to its new location at 235
West 500 South, Salt Lake City, Utah.

     We moved into our  current  business  location  on  October  1, 2004.  This
location  consists of two  buildings on .78 acres.  One building of 1400 sq. ft.
has six sales offices and the second building is a four bay shop of 2400 sq. ft.
The remaining  acreage is paved and capable of  accommodating  approximately  50
vehicles in the car sales display  area.  The balance of the acreage is used for
customer,  employee and shop parking and traffic  flow.  Our location has been a
franchised  dealer used car sales site for over 25 years. We are now situated on
a major freeway  entrance to I-15/80 near downtown Salt Lake City.  This one way
street has daily  traffic flow of over 45,000  vehicles  with a majority of this
volume consisting of daily commuters.  A large pole sign is prominently  located
on our  frontage.  We have signed a triple net one year lease with four one year
options, that, in our sole discretion, may extend the lease through August 2009.
A "Triple Net Lease" means that we are solely responsible for all repairs and/or
property taxes on the leased premises. The annual lease payment is $30,000, with
a 3% increase if each successive lease extension is exercised. Approximately one
third of the acreage and the shop building have been sublet to Diamond Executive
Detailing,  L. C.  ("Diamond"),  which is owned by Douglas W. Fry and Stephen R.
Fry, two of our directors and executive  officers.  Diamond provides  automotive
detailing  services to us. The terms of the sub-lease are the same as the master
lease except that the initial annual lease payment is $20,400.  Most  utility
payments are paid by us.

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 year ended  December 31, 2004, no matter was submitted to a vote
of the Company's securities holders, whether through the solicitation of proxies
or otherwise.


                                     PART II

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

Equity Compensation Plans.
--------------------------

     150,000  shares of our common stock were issued to  directors  for services
rendered on behalf of our Company pursuant to a Consulting Agreement dated April
1,  2004,  a copy of  which  was  attached  to our  initial  10-SB  Registration
Statement that was filed with the Securities and Exchange Commission on December
14, 2004 and is incorporated  herein by reference,  see Part III, Item 13. These
shares  were  issued  pursuant  to  Rule  701 of  the  Securities  and  Exchange
Commission.

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

     There has never been any "established  trading market" for shares of common
stock of our  Company.  Our  Company  has asked  Alpine  Securities  Corporation
("Alpine")  of Salt Lake City,  Utah to submit for quotation of our Common stock
on the OTC Bulletin  Board of the NASD; we anticipate  Alpine's Form 211 will be
filed in  approximately  10 days.  No assurance  can be given that the NASD will
approve  this  submission.  No  assurance  can be given  that any market for our
Company's  common  stock will  develop  or be  maintained.  For any market  that
develops for our Company's  common stock,  the sale of  "restricted  securities"
(common stock) pursuant to Rule 144 of the Securities and Exchange Commission by
members of  management  or any other person to whom any such  securities  may be
issued in the future may have a  substantial  adverse  impact on any such public
market. In April of 2005,  present members of management will have satisfied the
one year  holding  period  of Rule  144 for  public  sales  of their  respective
holdings in our Company in accordance with Rule 144.

Holders.
--------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 67.

Purchasers of Equity  Securities  by the Small  Business  Issuer and  Affiliated
Purchasers.
-----------

     Autostrada  Motors,  Inc.  (our  "Company,"  "we," "us," "our" and words of
similar import) was formerly  Autostrada Motors,  LLC., a Utah Limited Liability
Corporation  ("LLC").  The LLC was  established  in September  of 2003,  for the
purpose  of  operating  an  automobile  dealership  which  participated  in  the
wholesale  and  retail  used  car  markets.  The LLC was  reorganized  as a Utah
corporation on March 19, 2004,  following the corporate  reorganization  from an
LLC to a  corporation,  with us issuing  600,000  shares of common  stock to the
members of the LLC in exchange for their ownership interests.

     An additional  150,000  shares of our common stock were issued to directors
for  services  rendered  on  behalf  of our  Company  pursuant  to a  Consulting
Agreement dated April 1, 2004, a copy of which was attached to our initial 10-SB
Registration   Statement  that  was  filed  with  the  Securities  and  Exchange
Commission on December 14, 2004 and is  incorporated  herein by  reference.  See
Part  III,  Item  13.  These  shares  were  issued  pursuant  to Rule 701 of the
Securities and Exchange Commission.

     On April 5, 2004,  we also  issued  270,200  shares of our common  stock at
$0.25 per share for an aggregate total of $67,550 under Rule 504 of Regulation D
of the  Securities  and  Exchange  Commission  and Rule  164-14-25s  of the Utah
Division  of  Securities   regarding   general   solicitations   to  "accredited
investors."

     On April 23,  2004,  we issued an  additional  29,800  shares of our common
stock at $0.25 per share for an aggregate  total of $7,450  pursuant to Rule 504
of Regulation D of the Securities and Exchange Commission and Rule 164-14-25s of
the Utah Division of Securities  regarding general  solicitations to "accredited
investors

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.

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

Name or Class        Number of Shares          Date      Consideration
_____________        ________________          ____      _____________

LLC Owners           600,000                   03/04     Exchange

Management           150,000                   04/04     Services

Accredited           270,200                   04/04     Cash
Investors

Accredited            29,800                   04/04     Cash
Investors

     For additional  information,  please see Part I, Item 1,  "Organization and
Charter Amendments".


Item 6.  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  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. Also, we have had a negative
cash flow from  operations.  These  factors  raise  substantial  doubt about our
ability to continue as a going concern.

Results of Operations.
----------------------

     Our Company has  generated  no profit since  inception.  We generated a net
loss of ($20,204) on Revenue of $1,203,453 for the year ended December 31, 2004,
and  ($63.00) on revenue of $199,977 for the year ended  December 31, 2003.  The
increase in the loss during the period  ended  December  31, 2004 was  primarily
attributable to the increase in general and administrative  expenses from $6,419
for the period ended December 31, 2003, to $66,501 for the period ended December
31, 2004.

     Net losses  increased  from ($63.00) for the fiscal year ended December 31,
2003 to ($20,140) for the fiscal year ended  December 31, 2004.  The increase in
the  loss  was  primarily  attributed  to an  increase  (i) in  consulting  fees
($14,063 or a 100% increase)  arising from the  amortization of the cost of
certain consulting  agreements  between the Company and  management/shareholders
and (ii) in professional fees ($10,660 or a 100% increase)  resulting from audit
fees ($4,628), professional services paid to Mr. Douglas Fry and Mr. Stephen Fry
($4,650) and stock transfer fees ($1,382). The stock transfer fee increases were
brought by one-time costs associated with the private placement of the Company's

     Revenues  increased  from  $199,977 (11 vehicles  sold) for the fiscal year
ended  December 31, 2003 to $1,203,453  (102 vehicles  sold) for the fiscal year
ended  December 31, 2004.  For both the fiscal years ended December 31, 2004 and
2003, 80% of the vehicles sold were retail or lot generated.  Approximately  75%
of  the  sales  result  from  leads  initiated  from  the  Company's  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 the
Company's offices located at the sales lot.

     Less  than 10% of the  retail  sales  result  from  customers  who  request
specific vehicles subsequently located and purchased from the national inventory
of automobile auction facilities. The Company does provide in-house financing on
a limited basis to approximately 7% of its customers.  Currently,  the Company's
in-house  financing  is limited by our  working  capital and cash flows on hand.
However, we do intend to pursue additional  in-house financing  opportunities in
the near future. The Company acts as a sales representative for a non-affiliated
company that sells service  contracts for used  vehicles.  Because these service
contracts are between the customer and the service contract company, the Company
is unaware if the customers who have purchased  service  contracts have used the
benefits of the contracts.

     The Company's plan for further  development of its dealership is limited to
the  installation  of  additional  marketing  tools such as banner  advertising,
flags,  signage,  etc. The future marketing  efforts of the Company will include
the following:  First, by examining the historical  sales records of the Company
and  targeting its marketing  efforts to take  advantage of the Company's  sales
history;  Second,  targeting the approximately  45,000 vehicles that pass by the
Company's  dealership  on a  daily  basis.  The  development  of  the  Company's
dealership and additional  marketing techniques will be limited by the Company's
ability to pay for the proposed  improvements  out of existing  working capital.
Additionally,  the Company does not anticipate these expenses to be significant;
therefore, the Company does not anticipate a significant increase in general and
administrative expenses in this regard.

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

     During the periods ended  December 31, 2004,  and December 31, 2003, we had
revenues of $1,203,453 and $199,977 respectively; there were accounts receivable
at December  31, 2004,  and  December 31, 2003 of $15,668 and $0,  respectively.
Inventory  was  $311,578 and $86,062,  respectively,  at December 31, 2004,  and
December 31, 2003.

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

     The  Company's  lease is a "Triple Net Lease".  Throughout  the term of the
lease and any extensions thereof, the Company is obligated to perform and solely
pay for the cost of all repairs,  maintenance,  improvements  and property taxes
associated  with the property and buildings for the term of the lease.  Prior to
occupying the property, the landlord and the Company agreed that certain repairs
and  improvements  would be performed to the  buildings,  their  mechanical  and
electrical  systems  and to the  property  itself.  Some of  these  repairs  and
improvements  were  paid for by the  Company  and  others  were  paid for by the
landlord.  When the Company  agreed to occupy the  building,  the  buildings and
property were deemed to be in reasonably  good  condition and  acceptable to the
Company.  Any further  repairs or  maintenance  required  during the term of the
lease will be paid for by the Company.  Currently, the Company has the following
lines of credit:

     A. $250,000 line of credit with Celtic Bank  Corporation of Salt Lake City,
Utah.  The line of credit is secured by personal  assets of Mr.  Douglas Fry and
titles of vehicles owned by the Company. The term of the line of credit is prime
plus 2.75%  interest  only and is  reconsidered  annually  on October  15. As of
December 31, 2004, the amount outstanding on the line of credit was $177,901.19

     B.  $38,000.00  line of credit with Douglas W. Fry. The term of the line of
credit is prime plus 2%. The line of credit becomes due and payable on August 1,
2006.  The line of credit with Mr. Fry is not  secured,  and as of December  31,
2004, the outstanding balance on the line of credit was $38,000.00.

     C. $75,000.00 line of credit with Manheim Auctions Financial Services.  The
term of the line of credit is prime  plus 3%.  There is a flat fee of $75.00 per
vehicle borrowed against,  with each individual draw on a vehicle maturing in 45
days,  with no one  vehicle  draw to  exceed  $20,000.00.  The line of credit is
secured by vehicle titles and as of December 31, 2004,  the  outsanding  balance
was $13,752.24.

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

                        Autostrada Motors, Inc.
 Report of Independent Registered Public Accounting Firm & Financial Statements
                          December 31, 2004
<PAGE>
<TABLE>
<CAPTION>

                      Autostrada Motors, Inc.

                        TABLE OF CONTENTS
<S>                                                                 <C>

                                                                    Page

Report of Independent Registered Public Accounting Firm              1

Balance Sheet -- December 31, 2004                                   2

Statements of Stockholders' Equity for the year ended December 31,
2004 and the four month period ended December 31, 2003               3

Statements of Operations for the Year Ended December 31, 2004
and the four month period ended December 31, 2003                    4

Statements of Cash Flows for the year Ended December 31, 2004
and the four month period ended December 31, 2003                    5

Note to Financial Statements                                        6-12

</TABLE>
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
Autostrada Motors, Inc
Salt Lake City, Utah

     We have audited the accompanying  balance sheet of Autostrada Motors,  Inc.
as of December 31, 2004,  and the related  statements of  stockholders'  equity,
operations,  and cash flows for the year ended  December  31,  2004 and the four
month  period  ended  December  31, 2003.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

     We  conducted  our audit in  accordance  with the  standards  of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are  free  of  material  misstatement.  The  Company  has
determined  that it is not required to have, nor were we engaged to perform,  an
audit of its  internal  control over  financial  reporting.  Our audit  included
consideration  of  internal  control  over  financial  reporting  as a basis for
designing audit  procedures that are appropriate in the  circumstances,  but not
for the purpose of expressing an opinion on the  effectiveness  of the Company's
internal  controls over  financial  reporting.  Accordingly,  we express no such
opinion. 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 Autostrada Motors,  Inc. as
of December 31, 2004, and the results of operations and cash flows for the years
ended  December 31, 2003 and the four month period ended  December 31, 2003,  in
conformity with accounting principles generally accepted in the United States of
America.

     The  accompanying  financial  statements  have been prepared  assuming that
Autostrada Motors, Inc. will continue as a going concern. As discussed in Note 2
to the financial  statements,  the Company has  accumulated  losses and is still
developing its planned  operations.  These issues raise  substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 2. The  financial  statements  do not
include any adjustment that might result from the outcome of this uncertainty.


Mantyla McReynolds

Salt Lake City, Utah
March 15, 2005

                                       1
<PAGE>
<TABLE>
<CAPTION>

                      Autostrada Motors, Inc.
                          Balance Sheet
                        December 31, 2004


                              ASSETS

<S>                                                   <C>

Assets

  Current Assets
   Cash                                                $      17,336
   Accounts Receivable                                        15,668
   Financing Receivables                                       9,671
   Prepaid Payroll                                             1,829
   Current Portion Prepaid Consulting                         18,750
   Inventory - Notes 1 & 5                                   311,578
                                                       -------------
  Total Current Assets                                       374,832
  Property Plant & Equipment [Net]-Note 8                     69,297

  Other Assets
   Non-current Financing Receivables                           2,855
   Prepaid Consulting                                          4,688
   Deposits                                                    2,600
                                                       -------------
  Total Other Assets                                          10,143
                                                       -------------
Total Assets                                           $     454,272
                                                       =============
               LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities
Current Liabilities
  Accounts Payable                                     $      91,144
  Sales Tax Payable                                           19,999
  Taxes Payable                                                  100
  Line of Credit - Note 6                                    191,654
  Notes Payable to Related parties                            54,767
                                                       -------------
Total Current Liabilities                                    357,664

Total Liabilities                                            357,664

Stockholders Equity
  Preferred stock:  $.001 par value,
    5,000,000 shares authorized,
    no issued or outstanding
  Common stock:  $.001 par value,
    70,000,000 shares authorized,
    1,050,000 issued and outstanding                           1,050
  Paid in Excess of par value                                115,762
  Deficit accumulated                                        (20,204)
                                                       -------------
Total Stockholders' Equity                                    96,608
                                                       -------------
Total Liabilities and Stockholders' Equity             $     454,272
                                                       =============
         See accompanying notes to financial statements.
</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>

                            Autostrada Motors, Inc.
                       Statements of Stockholders' Equity
                      For the year ended December 31, 2004


<S>                                             <C>           <C>           <C>                   <C>             <C>
                                                Common Stock  Common Stock  Additional Paid in    Accumulated     Net Stockholders
                                                                                Capital             Deficit           Equity
                                                ------------  ------------  ------------------    ------------    ----------------
Balance, March 19, 2004                                   0            0                   0               0                  0

Common stock issued to members of
Autostrada Motors, LLC on March 19, 2004            600,000          600               3,712               0              4,312

Common stock issued to directors for
consulting agreement
at $.25 per share on
April 1, 2004                                       150,000          150              37,350               0             37,500

Common stock issued
for cash at
$.25 per share. April 5, 2004                       270,200          270              67,280               0             67,550

Common stock issued
for cash at
$.25 per share.  April 23, 2004                      29,800           30               7,420               0              7,450

Note loss for the year ended December 31, 2004                                                       (20,204)           (20,204)
                                                 ----------     --------          ----------       ----------          ---------
Balance, December 31, 2004                        1,050,000        1,050             115,762         (20,204)            96,608
                                                 ==========     ========          ==========       ==========          =========
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>

                             Autostrada Motors, Inc.
                            Statements of Operations
                       For the year ended December 31, 2004
               and the four month period ended December 31, 2004

<S>                                                          <C>               <C>


                                                            For the Year        Four months
                                                              ended               ended
                                                            December 31,        December 31,
                                                               2004                  2003
                                                            ------------        ------------

Revenues                                                   $   1,203,453       $     199,977

Cost of Goods Sold                                             1,128,125             192,910
                                                               ---------           ---------
Gross Profit (Loss)                                               75,328               7,067

Expenses
   Advertising                                                    17,620
   Depreciation Expense                                            3,347
   General and Administrative                                     66,501               6,419
                                                               ---------           ---------
   Operating Income (Loss)                                       (12,140)                648
                                                               ---------           ---------
Other Income and Expense
   Interest Income                                                   172
   Interest Expense                                               (8,136)               (711)
                                                               ---------           ---------
   Net Income (Loss) Before Taxes                                (20,104)                (63)

Current Year Provision for Income & Franchise Taxes                  100                   0
                                                               ---------           ---------
Net Income (Loss)                                                (20,204)                (63)
                                                               =========           =========
   Loss Per Share                                         $        (0.02)
                                                               ---------
   Weighted Average Shares Outstanding                         1,048,235
                                                               =========
   Beginning Members' Equity                                                               0

   Contribution, October 23, 2003                                                      4,375
                                                                                   ---------
Members' Equity, December 31, 2003                                                     4,312
                                                                                   =========

                   See accompanying notes to financial statements.
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>

                             Autostrada Motors, Inc.
                            Statements of Cash Flows
                    For the year ended December 31, 2004 and
                  the four month period ended December 31, 2003
<S>                                                  <C>                         <C>

                                                      For the Year                  Four Months
                                                         ended                         ended
                                                      December 31,                  December 31,
                                                         2004                           2003
                                                      ____________                  ____________

Cash Flows from Operating Activities
  Net Loss                                            $   (20,204)                 $        (63)

  Adjustments to reconcile net (loss) to
  net cash provided by operating  activities:
   Depreciation Expense                                     3,347
   Stock Issued for Services                               14,063
   Increase in Accounts Receivable                        (15,668)
   Increase in Financing Receivable                       (12,526)
   Increase in Inventory                                 (225,516)                      (86,062)
   Increase in Prepaid Expenses                            (1,829)
   Increase in deposits                                    (2,600)
   Increase in Accounts Payable                            90,896                           248
   Increase in Accrued Liabilities                          5,689                        14,410
                                                       -----------                     ----------
Net Cash Provided by/(Used for) Operating Activities     (164,348)                      (71,467)

Cash Flows from Investing Activities
   Purchase of Property, Plant & Equipment               (72,644)
                                                       -----------                     ----------
Net Cash Provided by/(Used for) Investing Activities     (72,644)

Cash Flows from Financing Activities
  Proceeds from Related party Notes                       25,030                         38,000
  Repayment on Related party Notes                        (8,263)
  Proceeds from Lines of Credit                          616,448                         62,067
  Repayment on Lines of Credit                          (486,862)
  Sale of Stock                                           75,000
  Member Contribution                                                                     4,375
                                                      -----------                     ----------
Net Cash Provided by/(Used for) Financing Activities     221,353                        104,442

Net Increase in Cash                                     (15,639)                        32,975
Beginning Cash Balance                                $   32,975                   $          0
                                                      -----------                     ----------
Ending Cash Balance                                   $   17,336                   $     32,975
                                                      ===========                     ==========
Supplemental Disclosure of Cash Flow
Information:
  Cash paid for Taxes                                 $         0                  $          0
  Cash paid during the year for interest              $     8,136                  $        711

         See accompanying notes to financial statements.
</TABLE>

                                       5
<PAGE>

                             Autostrada Motors, Inc.
                          Notes to Financial Statements
                          December 31, 2004l Statements

       NOTE 1 Organization and Summary of Significant accounting Policies

     (a) Organization

     Autostrada Motors, LLC was organized as a Utah limited liability company on
September 19, 2003. Autostrada Motors, LLC was reorganized as a Utah corporation
on March 19,  2004,  following  the  corporate  reorganization  from an LLC to a
corporation,  with the corporation issuing 600,000 shares of common stock to the
members of the LLC in exchange for their ownership  interest.  Autostrada Motors
is an  automobile  dealership  which  participates  in the  wholesale and retail
markets.  The Company purchases  vehicles through auctions or a variety of other
discount channels and resells in the retail market.

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

     (b) 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  $17,336  cash at December  31,
2004.

     (c) 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) Revenue Recognition

     The Company  recognizes  revenues in  accordance  with the  Securities  and
Exchange   Commission,   Staff  Accounting  Bulletin  (SAB)  No.  104,  "Revenue
Recognition"  SAB  104  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.
Autostrada does not currently buy new cars from manufacturers but buys used cars
in the secondary market.  The Company does not anticipate  revenue from parts or
services in the near future. Uncollected, earned revenue is recorded in accounts
receivable.  Billed amounts deemed to be  uncollectible  are charged to bad debt
expense.  Revenue  collected  in advance is recorded  as a  liability  until the
earnings process is complete.

                                       6
<PAGE>

                            Autostrada Motors, Inc.
                          Notes to Financial Statements
                          December 31, 2004l Statements

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

     (g) 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. Vehicle inventory cost is determined by specific identification.

     (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.

     (i) Advertising Costs

     The Company expenses  advertising costs as incurred.  For 2004, the Company
incurred $17,620 in advertising expenses.

     (j)Income Taxes

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

     (k) Net Loss per Common Share

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

                                       7
<PAGE>
                            Autostrada Motors, Inc.
                          Notes to Financial Statements
                          December 31, 2004l Statements

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

    (l) Financing and Accounts Receivable

     Accounts receivable include certain amounts due from customers and warranty
reimbursements.  The Company  believes  all amounts  are fully  collectible  and
therefore  has  not  booked  an  allowance  for  doubtful  accounts.   Financing
receivables  include  amounts  due from  customers  for  which the  Company  has
financed their purchase.  These amounts are secured by the vehicles. The Company
has not booked an allowance for doubtful accounts on these accounts. No accounts
are currently delinquent or past due as of the balance sheet date.

     (m) Prepaid Consulting

     The Company  expenses  consulting fees  straight-line  over the life of the
agreement.  In 2004, the Company booked an expense of $14,063 for the consulting
agreement. [See note 7]

     (n) Impact of New Accounting Standards

     In December  2003, the FASB revised SFAS No. 132,  "Employers'  Disclosures
about Pensions and other Postretirement Benefits," ("SFAS No. 132") establishing
additional   annual   disclosures  about  plan  assets,   investment   strategy,
measurement  date, plan  obligations  and cash flows.  In addition,  the revised
standard established interim disclosure requirements related to the net periodic
benefit cost recognized and contributions paid or expected to be paid during the
current  fiscal year.  The new annual  disclosures  are  effective for financial
statements  with fiscal years  ending  after  December 15, 2003 and the interim-
period  disclosures are effective for interim  periods  beginning after December
15,  2003.  The Company has adopted the annual  disclosures  for its fiscal year
ending  December 31, 2004. The adoption of the revised SFAS No. 132 will have no
impact on the Company's results of operation or financial condition.

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

                                       8
<PAGE>

                            Autostrada Motors, Inc.
                          Notes to Financial Statements
                          December 31, 2004l Statements

                         NOTE 2 LIQUIDITY/GOING CONCERN

     The Company has accumulated losses since its inception and has not yet been
able to generate  profits  from  operations.  Operating  capital has been raised
through  loans from  shareholders  and lines of credit.  Also,  the  Company had
negative cash flows from operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.

     Management  is planning  to further  development  and market of  dealership
operations.  The financial  statements do not include any adjustments that might
result from the outcome of this uncertainty.

NOTE 3          INCOME TAXES


     The provision for income taxes consists of the following:

                Current taxes                             $       100
                Deferred tax benefit                             (817)
                Benefits of operating loss carryforwards          817
                                                           ----------
                                                          $       100

     Below is a summary of deferred tax asset calculations on net operating loss
carry forward amounts. A valuation  allowance is provided when it is more likely
than not that some portion of the  deferred tax asset will not be realized.  The
provision for income tax represents  the minimum  franchise tax due to the State
of Utah for the current year. The tax provision  differs from amounts that would
be calculated by applying federal  statutory rates to income before income taxes
primarily  because the valuation  allowance for deferred tax assets increased to
$4,032 as of December 31, 2004.  Deferred tax assets  recognized  for deductible
temporary  difference  and loss  carry  forwards  total $0,  net of a  valuation
allowance of $4,032, as detailed below.

                                      Deductible
Deferred Tax Asset                      Amount          Rate      Tax
------------------                    ----------        ----      ---
Prepaid Expenses                      $ 16,080          15%    $  2,412
  Federal                               16,080           5%         804
  State
Net Operating Loss Carryforwards:
  Federal                                4,083          15%         612
  State                                  4,083           5%         204
Valuation Allowance                                              (4,032)
                                                                 -------
Deferred tax asset                                             $      0
                                                                 =======

                                       9
<PAGE>

                             Autostrada Motors, Inc.
                          Notes to Financial Statements
                          December 31, 2004l Statements

                        NOTE 3 INCOME TAXES (Continued)

     The Company has the following  operating  loss  carryforwards  available at
December 31, 2004:

        Amount          Expires
        ------          -------
        4,083            2024

     Reconciliation between income taxes at the statutory tax rate (20%) and the
actual income tax provision for continuing operations follows:

        Expected provision (Based on statutory rates)           (4,021)
        Effect of:
        Non deductible permanent differences                       (12)
        Increase/(decrease0 in valuation allowance               4,033
        State minimum franchise tax                                100
                                                                 ------
        Total actual provision                                     100
                                                                 ======

              NOTE 4 SHAREHOLDER LOAN / RELATED PARTY TRANSACTIONS

     As of December  31,  2004,  the Company  has  recorded a note  payable to a
shareholder for $38,000.  This note was non-interest bearing until April 4, 2004
when an agreement was establish where interest of prime plus 2 percent per annum
is due monthly.  The  principal  is due at maturity  which is in August 1, 2006.
This note is unsecured.

     As of December 31,  2004,  the Company has recorded a note payable due to a
related  party for $16,767.  The related  party has common  management  with the
Company.  The  Company  borrowed  $25,030  from the  related  party to  purchase
inventory and cover operating expenses.  The Company repaid $8,263 of the amount
borrowed during the year.


                                NOTE 5 INVENTORY

     As of  December  31,  2004 the Company  maintained  $311,578  in  inventory
composed of used vehicles and improvements to those vehicles. As of December 31,
2004 the book value approximates  market value. The Company purchases  inventory
at various  auctions,  therefore,  the market  value  approximates  book  value.
Management  periodically  reviews  inventory for declines in market value. As of
December 31, 2004, no inventories serve as collateral for loans. [See Note 6]

                                      10
<PAGE>


                             Autostrada Motors, Inc.
                          Notes to Financial Statements
                          December 31, 2004l Statements

                              NOTE 6 LINE OF CREDIT

     On October 15, 2003, the Company opened a line of credit with a local bank.
In November 2004, the Company  renegotiated  the credit  allowing the Company to
borrow up to $250,000.

     The loan is due November 15, 2005 and accrues interest at Prime plus 3%. As
of December 31, 2004, the Company owed $177,901 on the line of credit.  $200,000
of the line of credit is secured by real estate  owned by a related  party.  The
remaining  $50,000 is  secured  by the  Company's  inventory;  when the  balance
exceeds $200,000.

     In December  2004,  the Company  established  a line of credit with a local
auction house. The Company can borrow up to $75,000 against this credit line. As
of December 31, 2004, the Company owed $13,752 on this line of credit.  The line
can be  withdrawn  at the  institutions  options and  accrues  interest at 7%. A
shareholder has personally guaranteed this loan.

     The weighted average  interest rate on the outstanding  short-term debt was
5% during fiscal 2004.

                              NOTE 7 COMMON STOCK

     On March 19, 2004, the Company issued 600,000 shares of common stock to the
members of Autostrada Motors, LLC for its assets.

     On April 1, 2004,  the Company  entered into a consulting  agreement,  with
management,  where as  150,000  shares of common  stock  were  issued  for their
services over the following two years.  This  transaction  was valued at $37,500
($0.25 per share) and the company booked a prepaid asset for this amount,  which
in turn, will be amortized straight-line over the life of the agreement. $14,063
was expensed during 2004.

     On April 5, 2004,  the Company  issued  270,200  shares of common stock for
$67,550 in cash, or $0.25 per share.

     On April 23, 2004,  the Company  issued  29,800  shares of common stock for
$7,450 in cash, or $0.25 per share.

                                       11
<PAGE>

                            Autostrada Motors, Inc.
                          Notes to Financial Statements
                          December 31, 2004l Statements

                       NOTE 8 PROPERTY PLANT AND EQUIPMENT

     The major classes of assets as of the balance sheet date are as follows:
<TABLE>
<S>                     <C>             <C>             <C>             <C>
                                         Accumulated
Asset Classes           Cost            Depreciation    Net Book        Method/Life
-------------           ----            ------------    --------        -----------
Furniture and Fixtures    13,525           (506)        13,018          SL/7 years
Computers and
   Office Equipment        7,050           (223)         6,827          SL/5-7 years
Leasehold Improvements    52,069         (2,618)        49,452          SL/5 years
                          ======          ======        ======
   Total                  72,644         (3,347)        69,297

</TABLE>

     Depreciation expense was $3,347 in 2004 and $0 in 2003.

     The Company  charges  repairs and  maintenance to expense as incurred,  and
capitalizes  replacements  and  improvements  when these costs extend the useful
life of the asset.

                               NOTE 9 COMMITMENTS

     On November 1, 2004, the Company entered into Employee  Agreements with the
President and Vice-president of the Company.  Total officer compensation per the
agreement is as follows:

        Year ended October 31, 2005               $     96,000
        Year ended October 31, 2006                    120,000
        Year ended October 31, 2007                    120,000
        Year ended October 31, 2008                    144,000
        Year ended October 31, 2009                    144,000
                                                  ============
                Total officer compensation             624,000

     The Company  expensed  $10,100 in compensation on these  agreements  during
2004.

                                       12


<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 names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.

     The  following  table  sets  forth  the  names of all  current  and  former
directors and executive officers of our Company.  These persons will serve until
the next  annual  meeting of the  stockholders  or until  their  successors  are
elected or appointed and qualified, or their prior resignation or termination.

Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------

Douglas W. Fry        President,      03/04          *
                      Director

Stephen R. Fry        Vice President, 03/04          *
                      Director

Travis T. Jenson      Secretary/      03/04          *
                      Treasurer,
                      CFO
                      Director
*These individuals currently serve in the positions indicated.

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

     Douglas W. Fry,  D.D.S.,  President and Director,  is 62 years old. Dr. Fry
brings  over 30  years  of  senior  level  business  administration  experience,
including 13 years in the healthcare industry. He founded, managed and practiced
within  a  group   dental   practice   in  Salt  Lake  City  for  10  years  and
simultaneously, during the last three years with the group, he was President and
Director of  Vacudent/MD  Inc., a manufacturer  of consumable  goods and durable
equipment for the medical and dental industries.  From 1980 to 1998, Dr. Fry was
President of Argosy Energy  Incorporated and from 1995_1998 he was President and
CEO of Garnet Resources Corporation.  Both Argosy Energy Incorporated and Garnet
Resources Corporation,  oil and gas exploration and development companies,  were
listed on the National Market System of NASDAQ. In 2000 to 2001, Dr. Fry, served
as Director of International Business Development for Linknet de America Latina,
an international telecommunication carrier focused on VoIP technology. From 2001
to present,  Dr. Fry has been engaged as a private consultant in the oil and gas
and  telecommunications  industries  and  in  the  third  quarter  of  2003,  he
co-founded Autostrada Motors, L.L.C., a predecessor to our Company.

     Stephen R. Fry,  Vice  President  and Director is 32 years old. Mr. Fry has
served as  President  of  Diamond  Executive  Detailing,  L.C.,  a Utah  limited
liability  company,  since its inception in 1995.  During the period,  Diamond's
principal  business purpose has been the cosmetic  reconditioning to enhance re-
sale value of over 10,000 automobiles for the local used car sales industry.  In
2003,  Mr. Fry  co-founded  Autostrada  Motors,  L.L.C.,  a  predecessor  to our
Company.  Mr. Fry graduated from the University of Utah in 1995 with a degree in
Communication.

     Travis T. Jenson,  Secretary,  Treasurer and director, is 32 years old. Mr.
Jenson graduated with honors from Westminster  College in 1995 with a B.S. Since
January  of 1996,  Mr.  Jenson has worked  for  Jenson  Services,  Inc.,  a Utah
corporation and financial consulting firm.

<PAGE>

Committees
----------

     There are no established committees.  The Company does not currently have a
financial expert serving on an audit committee as one does not currently exist.

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

     The Company  has three  employees  who are not  executive  officers.  Those
employees are not expected to make a significant  contribution  to the Company's
business.

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

     Douglas W. Fry is Stephen R. Fry's father.

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

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person 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 Securities and Exchange  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.

Code of Ethics.
---------------

     The Company adopted a Code of Ethics for our executive officers on or about
February  9, 2005,  a copy of which is  attached  as an exhibit to this  filing.
Please see Part III, Item 13.
<PAGE>

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

     Form 3's,  Statement  of  Beneficial  Ownership,  have been  filed 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 on or about February 15, 2005.

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

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

<TABLE>
<CAPTION>
                         SUMMARY COMPENSATION TABLE
                         Long Term Compensation
                 Annual Compensation     Awards          Payouts

(a)         (b)      (C)     (d)     (e)       (f)    (g)       (h)    (i)
                                                      Secur-
                                     Other            ities            All
Name and   Year or                   Annual   Rest_   Under-    LTIP   Other
Principal  Period   Salary  Bonus    Compen-  ricted  lying     Pay-   Comp-
Position   Ended     ($)    ($)      sat'n    Stock   Options   outs   ensat'n
______________________________________________________________________________
<S>         <C>       <C>   <C>      <C>       <C>    <C>       <C>     <C>
Douglas   12/31/03     0     0        0         0      0         0       0
W. Fry*   12/31/04   4,000   0        0      50,000    0         0       0
President,
Director

Stephen   12/31/03     0     0        0         0      0         0       0
R. Fry*   12/31/04   6,100   0        0      50,000    0         0       0
Vice president,
Director

Travis T. 12/31/03     0     0        0         0      0         0       0
Jenson*   12/31/04     0     0        0      50,000    0         0       0
Secretary,
Treasurer,
Director
</TABLE>

     * There has been  $4,000.00 and $6,100.00  paid in salary to Douglas W. Fry
and Stephen R. Fry, respectively.

     *150,000  shares of our common stock was issued to  directors  for services
rendered on behalf of our Company pursuant to a Consulting Agreement dated April
1,  2004,  a copy of  which  was  attached  to our  initial  10-SB  Registration
Statement that was filed with the Securities and Exchange Commission on December
14, 2004 and is incorporated  herein by reference.  See Part III, Item 13. These
shares  were  issued  pursuant  to  Rule  701 of  the  Securities  and  Exchange
Commission.

Stock Option and Similar Plans
------------------------------

     Except as indicated above, no cash compensation,  deferred  compensation or
long-term  incentive  plan  awards  were  issued  or  granted  to our  Company's
management  during the fiscal years ended  December 31, 2004 or 2003, or for the
nine month period ended September 30, 2004.  Further, no member of our Company's
management   has  been  granted  any  option  or  stock   appreciation   rights;
accordingly,  no tables  relating to such items have been  included  within this
Item.

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

     Except as indicated above, there are no standard  arrangements  pursuant to
which the  Company's  directors  are  compensated  for any services  provided as
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.
-------------------------------

     The  Company has two  Employment  Agreements,  effective  as of November 1,
2004. We have one agreement with our President and Director, Douglas W. Fry, and
one  agreement  with our Vice  President  and  Director,  Stephen  R. Fry.  Both
agreements  are for a term  of five  years,  and  thereafter,  on a year to year
basis. For all services  rendered,  we shall pay both employees the compensation
designated  by the  President or the Board of  Directors,  from time to time, an
amount of not less than  $48,000  the first  year;  $60,000 the second and third
years;  and $72,000 the fourth and fifth years. See Exhibits 99.1 and 99.2 which
were attached to our initial 10-SB  Registration  Statement  that was filed with
the Securities and Exchange  Commission on December 14, 2004 and is incorporated
herein by reference. Please see Part III, Item 13.

     Currently, there are no change-in-control  transactions being considered by
the Company.

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

     The  following  table  sets  forth  the  share  holdings  of our  Company's
directors and executive  officers and the shareholdings of those persons who own
more than five percent of our Company's common stock as of 12-31-2004:
<TABLE>
<CAPTION>

                                              Number of Shares     Percentage
Name and Address                              Beneficially Owned    of Class
----------------                              ------------------    ---------

Common Stock
------------
<S>                                           <C>                  <C>

Stephen R. Fry                                350,000               33.3%
808 East 1300 South
Salt Lake City, UT 84105

Douglas W. Fry                                350,000               33.3%
842 East Northcliffe Drive
Salt Lake City, UT 84103

Travis T. Jenson                               98,000                9.3%
9103 Jeremy Ranch Rd.
Park City, UT 84098
                                              _______               _____
TOTALS:                                       798,000               75.9%
</TABLE>


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

     To the  knowledge  of  the  Company's  management,  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.
<PAGE>

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

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

        None; Not Applicable.

Exhibits
--------

     EX 31.1 Certification of Douglas W. Fry, the Company's President,  pursuant
to section 302 of the Sarbanes-Oxley Act of 2002

     EX 31.2  Certification  of  Travis  T.  Jenson,  the  Company's  Secretary,
Treasurer and CFP, pursuant to section 302 of the Sarbanes-Oxley Act of 2002

     EX 32  Certification  of Douglas W. Fry and Travis T.  Jenson  pursuant  to
section 906 of the Sarbanes-Oxley Act of 2002.

     EX 99.P Code of  Ethics.,  which was  adopted  by the  Company  on or about
February 9, 2005.

Documents Incorporated by Reference.
------------------------------------

     On  or  about   December  14,  2004  the  Company  filed  a  Form  10SB-12G
Registration  Statement with the Securities and Exchange  Commission,  a copy of
which is incorporated herein by this reference.

     On or  about  February  9,  2005  the  Company  filed  a  Form  10SB-12G/A1
Registration  Statement with the Securities and Exchange  Commission,  a copy of
which is incorporated herein by this reference.

     On or about March 1, 2005 the Company filed a Form 10SB-12G/A2 Registration
Statement  with  the  Securities  and  Exchange  Commission,  a copy of which is
incorporated herein by this reference.

     On  or  about  March  21,  2005  the  Company  filed  a  Form   10SB-12G/A3
Registration  Statement with the Securities and Exchange  Commission,  a copy of
which is incorporated herein by this reference.

Item 14.  Principal Accounting Fees and Services.
-------------------------------------------------

     The  Following  is a  summary  of the fees  billed  to the  Company  by its
principal accountants during the fiscal years ended December 31, 2004:
<TABLE>
<S>                                          <C>

        Fee category                            2004
        ------------                            ----

        Audit fees                            $ 3,479

        Audited-related fees                  $ 1,149

        Tax fees                              $     0

        All other fees                        $     0
                                                -----
        Total fees                            $ 4,628
</TABLE>

     Audit Fees.  Consists  of fees for  professional  services  rendered by our
principal accountants for the audit of the Company's annual financial statements
and review of the financial statements included in the Company's Forms 10-KSB or
services that are normally  provided by our principal  accountants in connection
with statutory and regulatory filings or engagements.

     Audit-related  fees. Consists of fees for assurance and related services by
our principal  accountants that are reasonably related to the performance of the
audit or review of the Company's financial statements and are not reported under
"Audit fees."

     Tax  fees.  Consists  of fees for  professional  services  rendered  by our
principal accountants for tax compliance, tax advice and tax planning.

     All other fees.  Consists of fees for products and services provided by our
principal  accountants,  other than the services  reported  under "Audit  fees,"
"Audit-related  fees," and "Tax fees" above.
<PAGE>

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors.
---------------------------------

     The  Company  has not adopted an Audit  Committee,  therefore,  there is no
Audit  Committee  policy in this regard.  However,  the Company does not require
approval in advance of the performance of  professional  services to be provided
to the Company by its principal accountant.  Additionally, all services rendered
by our  principal  accountant  are  performed  pursuant to a written  engagement
letter between us and the principal accountant.

<PAGE>
                              SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities  Exchange Act, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                       AUTOSTRADA MOTORS, INC.



Date:  3/30/05                         By/S/Douglas W. Fry
                                       Douglas W. Fry
                                       President and Director



     In  accordance  with the Exchange Act, this Report has been signed below by
the following  persons on behalf of the  Registrant and in the capacities and on
the dates indicated:


                                       AUTOSTRADA MOTORS, INC.



Date:  3/30/05                         By/S/Douglas W. Fry
                                       Douglas W. Fry
                                       President and Director


Date:  3/30/05                          By/S/Travis T. Jenson
                                        Travis T. Jenson
                                        Secretary, Treasurer, CFO and Director