UNITED
STATES SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON,
D.C. 20549
 
  FORM
10-K
 þ
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE FISCAL YEAR ENDED DECEMBER 31,
2008
  or
  o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE TRANSITION PERIOD FROM _____________ TO
      _________________
  Commission
file number 333-150937
  AUTO
SEARCH CARS, INC.
 (Exact
name of registrant as specified in its charter)
  Nevada
              
              26-1919261(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)164
      Eleven Levels Road, Ridgefield, Connecticut
              
              06877(Address
      of principal executive offices)
              
              (Zip
      Code)
  (203)
216-9991
 (Registrant’s
telephone number, including area code)
  Securities
registered under Section 12(b) of the Exchange Act: NONE
  Securities
registered under Section 12(g) of the Exchange Act: NONE
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No þ
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No þ
  Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þ No o
  Indicate
by check mark if there is disclosure of delinquent filers in response to Item
405 of Regulation S-K contained herein and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
   Large accelerated
      filer o
              Accelerated
      filer oNon-accelerated
      filer o (Do
      not check if a smaller reporting company)
              Smaller
      reporting company þ
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o No þ
  The
aggregate market value of the voting stock held by non-affiliates of the issuer
as of June 30, 2008 was $0.00 as there was no bid or closing price of the
registrant’s Common Stock on that date.
  The
number of shares outstanding of the registrant’s Common Stock on April 8, 2009
was 2,076,700.
 
 AUTO
SEARCH CARS, INC.
 ANNUAL
REPORT ON FORM 10-K
 TABLE
OF CONTENTS
   PagePART
      I
                          
                          1ITEM
      1.
                          BUSINESS
                          1ITEM
      1A.
                          RISK
      FACTORS
                          3ITEM
      1B.
                          UNRESOLVED
      STAFF COMMENTS
                          3ITEM
      2.
                          PROPERTIES
                          4ITEM
      3.
                          LEGAL
      PROCEEDINGS
                          4ITEM
      4.
                          SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                          4PART
      II
                          
                          5ITEM
      5.
                          MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                          5ITEM
      6.
                          SELECTED
      FINANCIAL DATA
                          5ITEM
      7.
                          MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                          6ITEM
      8.
                          FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                          8ITEM
      9.
                          CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES
                          9ITEM
      9A.
                          CONTROLS
      AND PROCEDURES
                          9ITEM
      9B.
                          OTHER
      INFORMATION
                          9PART
      III
                          
                          10ITEM
      10.
                          DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                          10ITEM
      11.
                          EXECUTIVE
      COMPENSATION
                          11ITEM
      12.
                          SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDERS MATTERS
                          11ITEM
      13.
                          CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                          12ITEM
      14.
                          PRINCIPAL
      ACCOUNTING FEES AND SERVICES
                          13PART
      IV
                          
                          13ITEM
      15.
                          EXHIBITS,
      FINANCIAL STATEMENTS SCHEDULES
                          13SIGNATURES
                          15
  
 
 FORWARD-LOOKING
STATEMENTS
 
 This
Annual Report on Form 10-K contains forward-looking.  The
forward-looking statements relate to future events or the future financial
performance of Auto Search Cars, Inc. including, but not limited to, statements
contained in: Item 1. “Business” and Item 7. “Management’s Discussion and
Analysis of Financial Condition and Results of Operations.”  Readers
are cautioned that such statements, which may be identified by words including
‘‘anticipates,’’ ‘‘believes,’’ ‘‘intends,’’ ‘‘estimates,’’ ‘‘expects,’’ and
similar expressions, are only predictions or estimations and are subject to
known and unknown risks and uncertainties.  In evaluating such
statements, readers should consider the various factors identified in this
Annual Report on Form 10-K which could cause actual events, performance or
results to differ materially from those indicated by such
statements.  In light of the significant uncertainties inherent in the
forward-looking information included herein, the inclusion of such information
should not be regarded as a representation by Auto Search Cars, Inc. or any
other person that its objectives or plans will be achieved.  Auto
Search Cars, Inc. does not undertake and specifically declines any obligation to
update any forward-looking statements or to publicly announce the results of any
revisions to any statements to reflect new information or future events or
developments.
  PART
I
  ITEM
      1.
              BUSINESS
  Corporate
History
 
 Auto
Search Cars, Inc. (referred to herein as “Auto Search Cars,” the “Company,”
“we,” “our” or “us”) was incorporated on February 1, 2008, under the laws of the
State of Nevada. We acquired our operating business in a transaction in which we
exchanged 2,000,000 shares of common stock for an assignment of 100% of the
ownership interest in the domain www.autosearchcars.com held by Jonathan J.
Martin, our sole officer and director.
  Pursuant
to our business plan we have not generated any significant revenues. Our
executive offices are located at 164 Eleven Levels Road, Ridgefield, Connecticut
06877.
  Our
fiscal year end is December 31.
  Business
 
 We have
been engaged in the development of a web-based e-commerce site designed to be a
price leader in the online vehicle sales and service
market.  Inclusive in our business plan is to develop our website as a
platform to provide information, not just for the sale of vehicles but also for
information such as vehicle financing and warranties.  We have created
a platform that is local, regional and national in nature.  By
providing such a platform, we can bring vehicle sellers and other industry
participants, such as vendors of automotive services and advertisers, together
with consumers actively engaged in a search for a vehicle or vehicle-related
products.
  Since our
inception, we have been engaged in business activities, including the launch of
our preliminary website, website development, market research, developing our
economic models and financial forecasts, performing due diligence regarding
e-commerce marketing, identifying future sources of capital and most notably the
launch of our fully operational website.
  1
 We have
been offering free listings on our website though the date of this filing as an
incentive for consumers to use our product.
  We have
implemented a full set of features including geographic search criteria,
pictures and make/model search options.
  Going
Concern
  The
report of our independent registered public accounting firm on our consolidated
financial statements for the fiscal year ended December 31, 2008 contains an
explanatory paragraph regarding our ability to continue as a going concern based
upon our history of net losses since our inception.
  We are
considering all strategic options to increase our cash on hand including equity
offerings and debt financings; however, there can be no assurance that we will
be successful in negotiating financing on terms agreeable to us or at
all.  If adequate funds are not available or are not available on
acceptable terms, we will likely not be able to take advantage of unanticipated
opportunities, develop or enhance our product, or respond to competitive
pressures.  There is no assurance we will be successful in raising
working capital as needed and we have not established any sources of
revenue.  There is no assurance that we will have sufficient funds to
execute our business plan, pay our operating expenses and obligations as they
become due, generate positive operating results, or continue as a going
concern.
  Revenue
Generation
 
 The
primary revenue sources of most classified advertising websites are fees derived
from consumer classified advertising. Average classified advertising fees have
been slowly increasing in the industry and most commonly range from $19.00 to
$69.00 per month, while some small websites attempting to be price leaders may
be as low as $15.00 per month. We believe we will be competitive from both a
price and feature standpoint, offering all options for only $9.95 per classified
advertisement. In order to build a significant membership base, we are offering
our product at no cost until we deem our user base to be large and secure enough
to start to charge for membership. While we intend to implement paid listings to
convert a large percentage of existing users we have not established a definite
date as to when this will occur.
  We intend
to also generate advertising revenues by selling our banner space to industry
participants interested in marketing their services to our consumer audience.
Our ability to generate advertising revenues will be dependent largely on the
number of members who will use our website, the number of page views they
generate and the number of times potential clients reuse our
service.
  Marketing
 
 Marketing
efforts have been geared toward raising awareness of www.autosearchcars.com and
our free membership period. Our marketing efforts have been led by our sole
officer and director, Jonathan J. Martin, who has been using word-of-mouth to
generate interest.  To date, our word-of-mouth marketing has not been
successful and we intend to undertake web-oriented marketing efforts such as
marketing partnerships and affiliate arrangements.
  Competitive
Business Conditions
 
 Our
primary competition is from vehicle manufacturers’ own websites and websites
containing electronic classified advertisements. There are between 20 to 30
major online vehicle classified advertising sites, and several hundred sites
overall. We are one of the newest and smallest sites in the industry. Presently
the market is quite segmented with Autotrader.com and Yahoo.com, being widely
considered the industry leaders. Autotrader.com claims more than 3,000,000
listings at any one time. Achieving critical mass with respect to market share
is crucial for our business. Competitors, such as Autotrader.com and Yahoo.com,
which already have an established market share, are in a better competitive
position than us. Management believes it can offset any such competitive
disadvantages by being a price leader in the marketplace, first through free
listings, and thereafter through more competitively priced
listings.
  2
 Number
of Total Employees and Number of Full Time Employees
 
 We are
currently in the development stage. During this development period, we plan to
rely exclusively on the services of Mr. Martin, our sole officer and director,
to establish business operations and perform or supervise the minimal services
our business requires at this time. We believe that Mr. Martin is capable of
handling our initial operations, which are primarily administrative at this
time. We have no other full or part-time employees.
  Employment
Agreements
 
 We do not
have an employment agreement in place with Mr. Martin, our sole officer, and do
not anticipate entering into any employment agreements in the foreseeable
future.
  Significant
Employees
 
 We have
no significant employees other than Mr. Martin.
  Board
Committees
 
 As of the
date hereof, we have not established any Board committees.
  Directors
 
 Pursuant
to our bylaws, the minimum number of directors we are authorized to have is one
and the maximum number is eight. As of December 31, 2008 and April 8, 2009, we
have one director.  Although we anticipate appointing additional
directors in the future, as of the date hereof we have not identified such
individuals.
  Intellectual
Property
 
 We hold
no patents, trademarks or licenses that are material to our
business.
  ITEM
      1A.
                RISK
      FACTORS
  Not
applicable.
  ITEM
      1B.
                UNRESOLVED
      STAFF COMMENTS
  Not
applicable.
  3
 ITEM
      2.
                PROPERTIES
  Our
executive office is currently provided by our sole officer and director, who
provides the space to us at no charge. The address of our executive office is
164 Eleven Levels Road, Ridgefield, Connecticut 06877. We do not own or lease
interests in any property.
  We do not
intend to renovate, improve, or develop any real property. We are not subject to
competitive conditions for property and currently have no property to insure. We
have no policy with respect to investments in interests in real estate and no
policy with respect to investments in real estate mortgages. Further, we have no
policy with respect to investments in securities of or interests in persons
primarily engaged in real estate activities.
  ITEM
      3.
                LEGAL
      PROCEEDINGS
  There are
no pending, nor to our knowledge threatened, legal proceedings against
us.
  ITEM
      4.
                SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS
  No
matters were submitted to a vote of our security holders during the fiscal
quarter ended December 31, 2008.
  
 4
  PART
II
  ITEM
      5.
                MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY
SECURITIES
  Market
Information
 
 Our
common stock is listed on the Over-the-Counter Bulletin Board under the symbol
“ASCH,” however; there is no established trading market for our common
stock.
  Holders
 
 As of
April 8, 2009, there were 41 holders of record of our common stock.
  Dividend
Policy
 
 We have
never paid cash dividends on our common stock and anticipate that we will
continue to retain our earnings, if any, to finance the growth of our
business.
  Equity
Compensation Plans
 
 We have
not established any equity compensation plans as of the date of this Annual
Report on Form 10-K, however we reserve the right to do so at a later
date.
  Recent
Sales of Unregistered Securities
 
 In
February 2008, we issued to our founder, sole officer and director 2,000,000
shares of Common Stock (with a value of $200) in exchange for the founding
officer’s business plan, business concept, and website.
  During
February and March 2008 our sole officer and director sold 76,700 shares of our
$0.0001 par value common stock, at a price of $0.10 per share for total proceeds
of $7,670, to 40 individuals.
  There
have been no other issuances of common stock.
  The
foregoing issuances of securities were effected in reliance upon Section 4(2) of
the Securities Act of 1933, as amended (the “Act”) and Rule 506 of Regulation D
promulgated thereunder.  We believe that the exemption was available
because the offer and sale of the securities did not involve a public
offering.
  Repurchase
of Securities
 
 We have
never purchased any shares of our common stock and we are not likely to purchase
any shares in the foreseeable future.
  ITEM
      6.
                SELECTED
      FINANCIAL DATA
  Not
applicable.
  5
 ITEM
      7.
                MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
  The
following discussion and analysis of our plan of operations should be read in
conjunction with our financial statements and notes thereto appearing elsewhere
in this Form 10-K.
  Overview
 
 We have
developed a website which will function as a marketplace for buyers and sellers
of vehicles and for consumers seeking information regarding automotive services,
such as financing and warranties. By providing this marketplace, we intend to
bring automobile sellers and other industry participants, such as vendors of
automotive services and advertisers, together with consumers actively engaged in
a search for a vehicle or vehicle related services.
  During
the year ended December 31, 2008, we have taken the following steps to implement
our business plan:
  ·
              Conducted
      extensive research on the ecommerce markets, costing analyses for capital
      expenditure requirements, budget projections for operational costs and
      analysis of requirements for driving internet traffic to our site and
      establishing joint ventures;
  ·
              Launched
      non-operational website;
  ·
              Launched
      operational website;
  ·
              Met
      with public relation firms;
  ·
              Obtained
      our first listing on website; and
  ·
              Continuously
      upgrade the look and feel of site.
  Liquidity
and Capital Resources
 
 During
the year ended December 31, 2008, we did not generate any revenues. As of
December 31, 2008 we have $4,686 in cash, which we believe is adequate working
capital for approximately six months.  As of December 31, 2008 we have
$2,333 in accrued liabilities.  As a result of our limited operating
history, our operating plan and our growth strategy are unproven and we have
limited insight into the long-term trends that may impact our business. Further,
the report of our independent registered public accounting firm on our
consolidated financial statements for the fiscal year ended December 31, 2008
contains an explanatory paragraph regarding our ability to continue as a going
concern based upon our history of net losses since our inception.  We
are considering all strategic options to increase our cash on hand including
equity offerings and debt financings; however, there can be no assurance that we
will be successful in negotiating financing on terms agreeable to us or at
all.  If adequate funds are not available or are not available on
acceptable terms, we will likely not be able to take advantage of unanticipated
opportunities, develop or enhance our product, or respond to competitive
pressures.  There is no assurance we will be successful in raising
working capital as needed.  There is no assurance that we will have
sufficient funds to execute our business plan, pay our operating expenses and
obligations as they become due, generate positive operating results, or continue
as a going concern.
 
 From our
inception to December 31, 2008 our business operations have primarily been
focused on developing our website and marketing strategy and conducting market
research and competitive analysis. We have researched, and will continue to
research, numerous programs and user interfaces that may increase traffic to our
website and make our website more user-friendly.
  Since our
inception, we have financed our operations through loans from our sole officer
and director and the sale of our common stock.
  6
 We have
not incurred, and do not expect to incur in the future, research and development
costs.
  We do not
currently own any significant plant or equipment that we will seek to
sell.
  We do not
anticipate the need to hire employees over the next 12 months with the possible
exception of secretarial support should our business grow and necessitate such
expenditure. We believe the services provided by our sole officer and director
is sufficient at this time because our operations are currently on a small scale
and are manageable by one individual.
  Contractual
Obligations
 
 We have
no significant contractual obligations that may affect our financial
condition.
  Off-balance
Sheet Arrangements
 
 We have
no off-balance sheet arrangements.
  Recently
Issued Accounting Pronouncements
  In June
2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3
“Accounting for Nonrefundable Advance Payments for Goods or Services to be Used
in Future Research and Development Activities” (“EITF Issue No. 07-3”) which is
effective for fiscal years beginning after December 15, 2007. EITF Issue No.
07-3 requires that nonrefundable advance payments for future research and
development activities be deferred and capitalized. Such amounts will be
recognized as an expense as the goods are delivered or the related services are
performed. We do not expect the adoption of EITF Issue No. 07-3 to have a
material impact on our financial results.
  In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and
Hedging Activities, an Amendment of FASB Statement No. 133” (“SFAS No. 161”).
SFAS 161 is intended to improve
financial  reporting  about  derivative  instruments  and
hedging  activities by
requiring  enhanced  disclosures to enable investors to
better understand their effects on
an  entity’s  financial  position,  financial  performance,  and
cash flows. SFAS 161 achieves these improvements by requiring disclosure of the
fair values of derivative instruments and their gains and losses in a tabular
format.  It also provides more information about an entity’s liquidity
by requiring disclosure of derivative features that are credit
risk-related.  Finally, it requires cross-referencing within footnotes
to enable financial statement users to locate important information about
derivative instruments.  SFAS 161 will be effective for financial
statements issued for fiscal years and interim periods beginning on May 1, 2009.
We will adopt SFAS No. 161 beginning in the first quarter of 2009.  We
do not expect that the adoption of SFAS No. 161 will significantly impact our
financial position, cash flows and results of operations.
  On
December 21, 2007, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 110 (“SAB 110”).  SAB 110 provides guidance to
issuers on the method allowed in developing estimates of expected term of “plain
vanilla” share options in accordance with SFAS No. 123(R),
“Share-Based  Payment”.  The staff will continue to accept,
under certain circumstances, the use of a simplified method beyond December 31,
2007 which amends question 6 of Section D.2 as included in SAB 107, “Valuation
of Share-Based  Payment  Arrangements for
Public  Companies”,  which stated that the simplified method
could not be used beyond December 31, 2007.  SAB 110 was effective for
us as of May 1, 2008.  We are currently evaluating the potential
impact, if any, that the adoption of SAB 110 will have on our financial
statements.
  
 7
  ITEM
      8.
                FINANCIAL
      STATEMENTS AND SUPPLEMENTARY
DATA
  Financial
Statements of Auto Search Cars, Inc.
 Index
to Financial Statements
   PageREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                      F-1FINANCIAL
      STATEMENTSBalance
      Sheet
                      F-2Statement
      of Operations
                      F-3Statement
      of Changes in Stockholders' Deficiency
                      F-4Statement
      of Cash Flows
                      F-5Notes
      to Financial Statements
                      F-6
      to F-9
   8
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To
the Board of Directors and Stockholders of
 Auto
Search Cars, Inc (A Development Stage Company)
  We have
audited the accompanying balance sheet of Auto Search Cars, Inc (A Development
Stage Company) (the “Company”) as of December 31, 2008, and the related
statements of operations, changes in stockholders’ deficiency, and cash flows
for the period from February 01, 2008 (inception) to December 31,
2008.  The Company’s management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial
statements based on our audits.
  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 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 control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 provide a reasonable
basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31,
2008, and the results of its operations and its cash flows for the period from
February 01, 2008 (inception) to December 31, 2008, in conformity with
accounting principles generally accepted in the United States of
America.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3, the Company has
incurred significant losses from operations since its inception and has incurred
a net loss, which substantially exceeds its working capital and has not yet
established any source of revenues. These conditions raise substantial doubt
about the Company’s ability to continue as a going concern. Management’s plans
in regard to these matters are described in Note 3. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
 
   /s/Bernstein
& Pinchuk LLP
  March 31,
2009
  New York,
NY
  
 F-1
  Auto
      Search Cars, Inc.(A
      Development Stage Company)Balance
      SheetDecember
      31, 2008   ASSETSCurrent
      AssetsCash
      and cash equivalents
                                            
                                            $
                                            4,486Total
      Current Assets
                                            
                                            
                                            4,486Other
      AssetsOrganization
      costs
                                            
                                            
                                            200$
                                            4,686LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      LiabilitesAccounts
      payable and accrued liabilities
                                            
                                            $
                                            2,333Loan
      from director
                                            
                                            
                                            11,000Total
      Current Liabilities
                                            
                                            
                                            13,333Stockholders'
      DeficiencyPreferred
      Stock, $.0001 par value, 1,000,000 shares authorized,none
      issued
                                            
                                            
                                            -Common
      stock, $.0001par value, 74,000,000 shares authorized,2,076,700
      shares issued and outstanding
                                            
                                            
                                            208Additional
      paid-in capital
                                            
                                            
                                            7,662Deficit
      accumulated during development stage
                                            
                                            
                                            (16,517
                                            )Total
      Stockholders' Deficiency
                                            
                                            
                                            (8,647
                                            )$
                                            4,686
  See
      Notes to Financial
Statements
  F-2
    Auto
      Search Cars, Inc.(A
      Development Stage Company)Statement
      Of OperationsPeriod
      from February 1, 2008 (Inception) to December 31,
  2008
    Revenues
                                  
                                  $
                                  -General
      and administrative expenses
                                  
                                  
                                  16,717Net
      loss from operations
                                  
                                  
                                  (16,717
                                  )Other
      income
                                  
                                  
                                  200Net
      loss
                                  
                                  $
                                  (16,517
                                  )Basic
      and diluted loss per share
                                  
                                  
                                  (0.01
                                  )Weighted
      average common shares outstanding – basic and diluted
                                  
                                  
                                  2,076,700
      See Notes
to Financial Statements
  F-3
 Auto
      Search Cars, IncStatement
      Of Changes In Stockholders' DeficiencyPeriod
      from February 1, 2008 (Inception) to December 31,
  2008
    Deficit
      accumulatedCommon
      stock
                                            
                                            
                                            Additional
                                            
                                            
                                            during development
                                            
                                            
                                            Total
      Stockholders'Shares
                                            
                                            
                                            Amount
                                            
                                            
                                            Paid-in
      capital
                                            
                                            
                                            stage
                                            
                                            
                                            DeficiencyCommon
      shares issued for services
                                            
                                            
                                            2,000,000
                                            
                                            
                                            
                                            200
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            200Insurance
      of common stock for cash at .0001
                                            
                                            
                                            76,700
                                            
                                            
                                            $
                                            8
                                            
                                            
                                            
                                            7,662
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            7,670Net
      loss
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (16,517
                                            )
                                            
                                            
                                            (16,517
                                            )Balance
      as of December 31, 2008
                                            
                                            
                                            2,076,700
                                            
                                            
                                            $
                                            208
                                            
                                            
                                            $
                                            7,662
                                            
                                            
                                            $
                                            (16,517
                                            )
                                            
                                            $
                                            (8,647
                                            )
    See
      Notes to Financial
Statements
   F-4
 Auto
      Search Cars, Inc.(A
      Development  Stage Company)Statement
      Of Cash FlowsPeriod
      from February 1, 2008 (Inception) to December 31,
  2008
   Cash
      flows from operating activitiesNet
      loss
                                    
                                    $
                                    (16,517
                                    )Change
      in Operating liabilitiesAccounts
      payable
                                    
                                    
                                    2,333Net
      cash used in operating activities
                                    
                                    
                                    (14,184
                                    )Cash
      flows from financing activitiesProceeds
      from sales of common stock
                                    
                                    
                                    7,670Loan
      from director
                                    
                                    
                                    11,000Net
      cash provided by financing activities
                                    
                                    
                                    18,670Net
      increase in cash
                                    
                                    
                                    4,486Cash
      and Cash equivalents at beginning of period
                                    
                                    
                                    -Cash
      and Cash equivalents at end of period
                                    
                                    $
                                    4,486Supplemental
      disclosures of cash flow information:Interest
      paid
                                    
                                    $
                                    -Income
      taxes paid
                                    
                                    $
                                    -Other
      non-cash transactions:200
      shares of common stock issued for services.
   See
      Notes to Financial Statements
 F-5
  Auto
Search Cars, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
  Note
1 - Nature of Business and Summary of Significant Accounting
Policies
 
 Organization
 
 Auto
Search Cars, Inc. (the “Company”) was incorporated on February 1, 2008 (the
“Date of Inception”) under the laws of the State of Nevada. In February 2008,
the Company acquired its website from its sole officer and
director.
  Nature
of Operations
 
 The
Company has developed a website which will function as a marketplace for buyers
and sellers of vehicles and for consumers seeking information regarding
automotive services, such as financing and warranties. By providing this
marketplace, the Company intends to bring automobile sellers and other industry
participants, such as vendors of automotive services and advertisers, together
with consumers actively engaged in a search for a vehicle or vehicle-related
services.
  The
Company’s business model is built on multiple anticipated revenue streams
including online consumer classified listings and banner advertising by industry
participants interested in marketing their services to our consumer
audience.
  The
Company is a development stage company. The statements of operations and cash
flows include all expenditures from the Date of Inception to December 31,
2008.
  Use
of Estimates
 
 The
preparation of financial statements in conformity with 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 revenue and expenses during the reporting period. Actual
results could differ significantly from those estimates.
  Cash
and Cash Equivalents
 
 For the
purpose of the statements of cash flows, all highly liquid investments with an
original maturity of three months or less are considered to be cash
equivalents.
  Revenue
Recognition
 
 The
Company’s revenues are anticipated to be derived from multiple sources. Revenue
sources include fees derived from consumer placed classified advertisements as
well as banner advertising. Revenues from these services will be recognized
ratably over the period in which the service is provided. Advertising revenues
are anticipated to be generated from short-term contracts which the Company will
typically guarantee for a fixed fee. These revenues will be recognized ratably
over the term of the agreement, provided that the amount recognized does not
exceed the amount that would be recognized based upon actual impressions
delivered.
  Web
Site Development Costs
 
 Web site
development costs for the period ended December 31, 2008 were not significant,
and were paid by the Company’s founder, sole officer and director, Jonathan J.
Martin. The Company issued to Mr. Martin 2,000,000 shares of common stock at a
value of $0.0001 or $200, in exchange for Mr. Martin’s business plan, business
concept, and website in February 2008.
  F-6
 
 Auto
Search Cars, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
  Advertising
Costs
 
 Advertising
costs will be expensed as incurred; however there were no advertising costs
included in general and administrative expenses as of December 31,
2008.
  Loan
from Director
 
 On
February 15, 2008, and May 28, 2008 the Company received loans for the amount of
$1,000 and $10,000 dollars respectively, from its founder, sole officer and
director for audit and stock transfer related costs. The total amount of $11,000
bears no interest and is due on demand.
  Fair
Value of Financial Instruments
 
 Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of December 31, 2008. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash. Fair
values were assumed to approximate carrying values for cash because they are
short term in nature and their carrying amounts approximate fair
values.
  Earnings
per Share
 
 The
Company follows Statement of Financial Accounting Standards No. 128. “Earnings
per Share” (“SFAS No. 128”). Basic earnings per common share (“EPS”)
calculations are determined by dividing net income by the weighted average
number of shares of common stock outstanding during the year. Diluted earnings
per common share calculations are determined by dividing net income by the
weighted average number of common shares and dilutive common share equivalents
outstanding. During periods when common stock equivalents, if any, are
anti-dilutive they are not considered in the computation.
  Income
Taxes
 
 The
Company follows Statement of Financial Accounting Standard No. 109, “Accounting
for Income Taxes” (“SFAS No. 109”) for recording the provision for income taxes.
Deferred tax assets and liabilities are computed based upon the difference
between the financial statement and income tax basis of assets and liabilities
using the enacted marginal tax rate applicable when the related asset or
liability is expected to be realized or settled. Deferred income tax expenses or
benefits are based on the changes in the asset or liability each period. If
available evidence suggests that it is more likely than not that some portion or
all of the deferred tax assets will not be realized, a valuation allowance is
required to reduce the deferred tax assets to the amount that is more likely
than not to be realized. Future changes in such valuation allowance are included
in the provision for deferred income taxes in the period of change.
  Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current, depending on
the classification of assets and liabilities to which they relate. Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.
  F-7
 Auto
Search Cars, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 Recent
Pronouncements
 
 In June
2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3
“Accounting for Nonrefundable Advance Payments for Goods or Services to be Used
in Future Research and Development Activities” (“EITF Issue No. 07-3”) which is
effective for fiscal years beginning after December 15, 2007. EITF Issue No.
07-3 requires that nonrefundable advance payments for future research and
development activities be deferred and capitalized. Such amounts will be
recognized as an expense as the goods are delivered or the related services are
performed. The Company does not expect the adoption of EITF Issue No. 07-3 to
have a material impact on the financial results of the Company.
  In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and
Hedging Activities, an Amendment of FASB Statement No. 133” (“SFAS No. 161”).
SFAS 161 is intended to improve
financial  reporting  about  derivative  instruments  and
hedging  activities by
requiring  enhanced  disclosures to enable investors to
better understand their effects on
an  entity’s  financial  position,  financial  performance,  and
cash flows. SFAS 161 achieves these improvements by requiring disclosure of the
fair values of derivative instruments and their gains and losses in a tabular
format.  It also provides more information about an entity’s liquidity
by requiring disclosure of derivative features that are credit
risk-related.  Finally, it requires cross-referencing within footnotes
to enable financial statement users to locate important information about
derivative instruments.  SFAS 161 will be effective for financial
statements issued for fiscal years and interim periods beginning on May 1, 2009.
The Company will adopt SFAS No. 161 beginning in the first quarter of
2009.  The Company does not expect that the adoption of SFAS No. 161
will significantly impact its financial position, cash flows and results of
operations.
  On
December 21, 2007, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 110 (“SAB 110”).  SAB 110 provides guidance to
issuers on the method allowed in developing estimates of expected term of “plain
vanilla” share options in accordance with SFAS No. 123(R),
“Share-Based  Payment”.  The staff will continue to accept,
under certain circumstances, the use of a simplified method beyond December 31,
2007 which amends question 6 of Section D.2 as included in SAB 107, “Valuation
of Share-Based  Payment  Arrangements for
Public  Companies”,  which stated that the simplified method
could not be used beyond December 31, 2007. SAB 110 is effective May 1, 2008 for
the Company.  The Company is currently evaluating the potential
impact, if any, that the adoption of SAB 110 will have on its financial
statements.
  Note
2 - Stockholder’s Deficiency
 
 The
Company is authorized to issue 1,000,000 shares of preferred stock with a par
value of $0.0001 per share and 74,000,000 shares of common stock with a par
value of $0.0001 (the “Common Stock”).
  In
February 2008, the Company issued to its founder, sole officer and director
2,000,000 shares of Common Stock (valued at $200) in exchange for the founding
officer’s business plan, business concept, and website. The shares were deemed
to have been issued pursuant to an exemption provided by Section 4(2) of the
Act, which exempts from registration “transactions by an issuer not involving
any public offering.”
  During
February and March 2008 the Company’s founder, sole officer and director sold
76,700 shares of Common Stock, at a price of $0.10 per share for a total amount
of $7,670.  These shares are considered to have been outstanding since
inception in February 2008.
  There
have been no other issuances of common stock.
  F-8
 Auto
Search Cars, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 Stock-based
Compensation
 
 The
Company has not adopted a stock option plan and has not granted any stock
options from its inception. Accordingly, no stock-based compensation has been
recorded to date.
  Note
3 – Going Concern
 
 The
accompanying financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  The Company has not established any
source of revenue to cover its costs.  The Company is evaluating
strategic options to increase its cash on hand including equity offerings and
debt financings; however, there can be no assurance that the Company will be
successful in negotiating financing on terms agreeable to it or at
all.  The financial statements do not reflect any adjustments which
might result from the outcome of this uncertainty.
 
 Note
4 - Related Party Transactions
 
 On
February 15, 2008, and May 28, 2008 the Company received loans for the amount of
$1,000 and 10,000 dollars respectively, from its founder and sole director for
audit and stock transfer related costs. The total of $11,000 bears no interest
and is due on demand.
  Related
party transactions are measured at the exchange amount which is the amount of
consideration agreed to between the related parties.
  Note
5 - Income Taxes
 
 The
provision for income taxes reported differs from the amounts computed by
applying aggregate income tax rates for the loss before tax provision due to the
following:
  2008Loss
      before income taxes
                      
                      $
                      (16,517
                      )Total
      Loss in 2008
                      
                      $
                      16,517
  At
December 31, 2008, the Company had accumulated non-capital loss carry forwards
of approximately $16,517, which may be available to reduce taxable income in
future taxation years.
  The
potential future tax benefits of these expenses and losses carried forward have
not been reflected in these financial statements due to the uncertainty
regarding their ultimate realization.
  F-9
  ITEM
      9.
                CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES
  As of the
date of this Annual Report on Form 10-K, there have been no changes in or
disagreements with our auditors.
   ITEM
      9A.
                CONTROLS
      AND PROCEDURES
  Evaluation
of Disclosure Controls and Procedures
 
 As
required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), as of December 31, 2008, we have carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures. This evaluation was carried out under the supervision
and with the participation of our sole officer (principal executive officer and
principal accounting officer). Based upon the results of that evaluation, our
management has concluded that, as of December 31, 2008, our disclosure controls
and procedures were effective and provide reasonable assurance that material
information related to our Company required to be disclosed in the reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to management to allow timely
decisions on required disclosure.
 
 Management's
Report on Internal Control Over Financial Reporting
 
 This
Annual Report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of our
registered public accounting firm due to a transition period established by
rules of the SEC for newly public companies.
 
 Changes
In Internal Control Over Financial Reporting
 
 There
were no changes in our internal control over financial reporting identified in
connection with the evaluation described above during the quarter ended December
31, 2008 that has materially affected or is reasonably likely to materially
affect our internal controls over financial reporting.
  ITEM
      9B.
                OTHER
      INFORMATION
  Not
applicable.
  9
  PART
III
  ITEM
      10.
                DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
  Name
                
                Age
                
                PositionJonathan
      Martin
                
                31
                
                President
      and Director
 
 Mr. Martin has served as our
President, Principal Executive Officer, Principal Financial Officer and Chairman
since our inception on February 1, 2008. Mr. Martin has over ten years of
experience in the entrepreneurial world including export and financial related
transactions. Since January 2008, Mr. Martin has served as associate legal
counsel for a Connecticut-based finance firm. From January 2007, through
December 2007, Mr. Martin worked with East Coast Venture Capital, Inc., a
company which specializes in small business investments. During 2005, Mr. Martin
served as a developer representative at Skyline Equities Reality, a real estate
developer based in Miami, Florida. From 2003 to 2006, Mr. Martin served as a
consultant for international corporations in Miami, Florida including Intimade
SA, a Mexican based apparel company. From 2001 to 2003, Mr. Martin served as an
equity trader with the New York based Broadway Trading. Mr. Martin received his
BS in Finance from the University of Miami and his JD from Florida International
University.
  There are
no family relationships among our officers, directors and significant
employees.
  Board
of Directors
 
 Members
of our Board of Directors (the “Board”) are elected for one-year terms serving
until the next annual stockholders’ meeting or until their death, resignation,
retirement, removal, disqualification, or until a successor has been elected and
qualified. All officers are appointed annually by the Board and serve at the
discretion of the Board. Currently, our directors receive no compensation for
their service on our Board and we do not anticipate paying any compensation to
directors in the foreseeable future.
  All
directors will be reimbursed by us for any accountable expenses incurred in
attending Board meetings provided that we have the resources to pay these fees.
We will consider applying for officers and directors liability insurance when we
have the resources to do so.
  Director
Independence
 
 Our
determination of independence of directors is made using the definition of
“independent director” contained in Rule 4200(a)(15) of the Marketplace Rules of
the NASDAQ Stock Market (“NASDAQ”), even though such definitions do not
currently apply to us because we are not listed on NASDAQ. We have determined
that
­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­
Mr. Martin, our sole director, is not “independent” within the meaning of such
rules because he currently serves as our sole officer.
 
 Committees
of the Board of Directors
 
 Concurrent
with having sufficient members and resources, the Board intends to establish an
audit committee and a compensation committee. The audit committee will review
the results and scope of the audit and other services provided by the
independent auditors and review and evaluate the system of internal controls.
The compensation committee will review and recommend compensation arrangements
for the officers and employees. No final determination has yet been made as to
the memberships of these committees or when we will have sufficient members to
establish committees. We believe that we will need a minimum of three
independent directors to have effective committee systems.
  10
  ITEM
      11.
              EXECUTIVE
      COMPENSATION
  We did
not pay any compensation to our sole officer for services he rendered during the
year ended December 31, 2008.  We do not intend to compensate our
executive officers for the foreseeable future. However, we may compensate
them after that time if we have the financial resources to do
so.
  As of
December 31, 2008, there were no:
  ·
              grants
      or other plan-based awards
outstanding;
  ·
              equity
      awards outstanding;
  ·
              options
      outstanding or exercised;
  ·
              no
      pension benefit plans; and
  ·
              non-qualified
      deferred compensation.
  Director
Compensation
 
 Our sole
director was not compensated for his services during the fiscal year ended
December 31, 2008.  We do not intend to compensate our directors for
the foreseeable future. However, we may compensate them after that time if
we have the financial resources to do so.
  Section
16A Beneficial Ownership Reporting Compliance
  To the
best of our knowledge, there were no Section 16(a) transactions that were
required to be reported.
  Employment
Agreements
  We do not
have an employment agreement with our sole officer and do not anticipate
entering into one.
  ITEM
      12.
                SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDERS MATTERS
  The
following tables set forth certain information regarding beneficial ownership of
our capital stock as of the date hereof by (i) each person whom we know to
beneficially own more than five percent of any class of our common stock, (ii)
each of our directors, (iii) each of the executive officers and (iv) all our
directors and executive officers as a group. Unless otherwise indicated, each of
the persons listed below has sole voting and investment power with respect to
the shares beneficially owned.
  Our total
authorized capital stock consists of 100,000,000 shares of common stock, $0.0001
par value per share. As of April 8, 2009, there were 2,076,700 shares of our
common stock outstanding, all of which were fully paid, non-assessable and
entitled to vote. Each share of our common stock entitles its holder to one vote
on each matter submitted to our stockholders. As of April 8, 2009, there were no
shares of preferred stock issued and outstanding.
  11
 Name
      and Address of Beneficial Owner(1)
                  Shares
      of Common Stock
                    Beneficially
      Owned(2)
                  Percentage
      of Common Shares
                    Beneficially
      OwnedJonathan
      Martin(1)
                  2,000,000
                  96.34%All
      directors and officers as a group (1 persons)
                  2,000,000
                  96.34%
  (1)
              Unless
      otherwise indicated, the address of each person listed below is c/o Auto
      Search Cars, Inc.
  Equity
Compensation Plans
  This
information is provided in Item 5 above, and is incorporated herein by
reference.
  ITEM
      13.
                CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
  Certain
Relationships and Related Transactions
  In
February 2008, we issued to Jonathan J. Martin, our founder, sole officer and
director, 2,000,000 shares of our common stock, $0.0001 par value (valued at
$200) in exchange for Mr. Martin’s business plan, business concept, and website.
The shares were deemed to have been issued pursuant to an exemption provided by
Section 4(2) of the Act, which exempts from registration “transactions by an
issuer not involving any public offering.”
  Director
Independence
  This
information is provided in Item 10 above, and is incorporated herein by
reference.
  12
  ITEM
      14.
              PRINCIPAL
      ACCOUNTING FEES AND SERVICES
  Bernstein
& Pinchuk LLPserves as our independent
registered public accounting firm and audited our financial statements for the
fiscal year ended December 31, 2008, and audited our March 31, 2008 quarter end
financials which were included in our Registration Statement on Form S-1 (File
No. 333-150937). Aggregate fees for professional services rendered to us
Bernstein & Pinchuk LLPare set forth
below:
  2008Audit
      Fees
                              
                              $
                              1,500Other
      Audit Fees
                              
                              $
                              1,000Tax
      Fees
                              
                              $
                              0Total
                              
                              $
                              2,500
 
 Audit
Fees. Aggregate fees for professional services rendered by Bernstein
& Pinchuk, LLP totaled approximately $1,500 for 2008.  Fees also
include fees for the review of our quarterly financials.
  Other Audit
Fees: Aggregate fees for review of our Registration Statement on Form S-1
(File No. 333-150937), which was filed with the Securities and Exchange
Commission on May 15, 2008 and declared effective on May 27, 2008, totaled
$1,000.
  Tax Fees.
Fees for tax services totaled approximately $0 for 2008.
  PART
IV
  ITEM
      15.
                EXHIBITS,
      FINANCIAL STATEMENTS
SCHEDULES
  Exhibit
                  Number
              
              Description3.1
              
              Articles
      of Incorporation (incorporated by reference to Exhibit 3.1 to the
      Company’s Registration Statement on Form S-1, filed with the Securities
      and Exchange Commission on May 15, 2008 and declared effective on May 27,
      2008 (Registration No. 333-150937)).3.2
              
              By-laws
      of the Company (incorporated by reference to Exhibit 3.2 to the Company’s
      Registration Statement on Form S-1, filed with the Securities and Exchange
      Commission on May 15, 2008 and declared effective on May 27, 2008
      (Registration No. 333-150937)).4.1
              
              Specimen
      common stock certificate for the Company (incorporated by reference to
      Exhibit 4.1 to the Company’s Registration Statement on Form S-1, filed
      with the Securities and Exchange Commission on May 15, 2008 and declared
      effective on May 27, 2008 (Registration No.
  333-150937)).10.1
              
              Form
      of subscription agreement (incorporated by reference to Exhibit 10.1 to
      the Company’s Registration Statement on Form S-1, filed with the
      Securities and Exchange Commission on May 15, 2008 and declared effective
      on May 27, 2008 (Registration No. 333-150937)).31.1
              
              Certification
      of Principal Executive Officer and Principal Financial Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
              
              Certification
      Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
 
 13
  SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
  Auto
      Search Cars, Inc.Date:
      April 9, 2009
                  By:
                  /s/
      Jonathan MartinJonathan
      Martin
                    President,
      Principal Executive Officer,
                    Principal
      Financial Officer, Principal
                    Accounting
      Officer and Sole
Director
 
  Pursuant
to and in accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
  Name
                                      
                                      Title
                                      
                                      Date/s/
      Jonathan Martin
                                      
                                      President,
      Principal Executive Officer, Principal Financial Officer,
                                      
                                      April
      9, 2009Jonathan
      Martin
                                      
                                      Principal
      Accounting Officer and Sole Director
 
  
 14
  SUPPLEMENTAL
INFORMATION TO BE FURNISHED WITH REPORTS FILED
 PURSUANT
TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS
  1.
              As
      of the date of this Annual Report on Form 10-K, no Annual Report or proxy
      soliciting material has been sent to security holders covering our fiscal
      year ended December 31, 2008.
  2.
              If
      such Annual Report or proxy material is furnished to security holders
      subsequent to the filing of this Annual Report on Form 10-K, we will
      furnish copies of such material to the Commission at the time it is sent
      to security holders.
 
  EXHIBIT
INDEX
  Exhibit
                  Number
              
              Description3.1
              
              Articles
      of Incorporation (incorporated by reference to Exhibit 3.1 to the
      Company’s Registration Statement on Form S-1, filed with the Securities
      and Exchange Commission on May 15, 2008 and declared effective on May 27,
      2008 (Registration No. 333-150937)).3.2
              
              By-laws
      of the Company (incorporated by reference to Exhibit 3.1 to the Company’s
      Registration Statement on Form S-1, filed with the Securities and Exchange
      Commission on May 15, 2008 and declared effective on May 27, 2008
      (Registration No. 333-150937)).4.1
              
              Specimen
      common stock certificate for the Company (incorporated by reference to
      Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed
      with the Securities and Exchange Commission on May 15, 2008 and declared
      effective on May 27, 2008 (Registration No.
  333-150937)).10.1
              
              Form
      of subscription agreement (incorporated by reference to Exhibit 3.1 to the
      Company’s Registration Statement on Form S-1, filed with the Securities
      and Exchange Commission on May 15, 2008 and declared effective on May 27,
      2008 (Registration No. 333-150937)).31.1
              
              Certification
      of Principal Executive Officer and Principal Financial Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
              
              Certification
      Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
   15