UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q


(Mark
One)




þ
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
period ended June 30, 2009




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 Rd


Ridgefield,
CT 06877


(Address
of principal executive offices)




(203)
8940-1362


(Registrant’s
telephone number)




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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). oYes
oNo





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.


Large
      accelerated filer o
                Accelerated
      filer oNon-accelerated
      filer o
                Smaller
      reporting company þ





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
o No þ




As of
August 13, 2009, the Registrant had 2,076,700 shares of its Common Stock, $.0001
par value, issued and 2,076,700 outstanding.







TABLE
OF CONTENTS






PagePART
      I - FINANCIAL INFORMATION
                      1ITEM
      1.
                      FINANCIAL
      STATEMENTS (UNAUDITED)
                      1ITEM
      2.
                      MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                      2ITEM
      3.
                      QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                      2ITEM
      4T.
                      CONTROLS
      AND PROCEDURES
                      4PART
      II
                      4ITEM
      1.
                      LEGAL
      PROCEEDINGS
                      4ITEM
      1A.
                      RISK
      FACTORS
                      4ITEM
      2.
                      UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEED
                      4ITEM
      3.
                      DEFAULTS
      UPON SENIOR SECURITIES
                      4ITEM
      4.
                      SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                      4ITEM
      5.
                      OTHER
      INFORMATION
                      5ITEM
      6.
                      EXHIBITS
                      5SIGNATURES
                      5






i




PART
I - FINANCIAL INFORMATION






ITEM
      1.
            FINANCIAL
      STATEMENTS (UNAUDITED)




Index
to Financial Statements






Balance
      Sheets
                F–1Statements
      of Operations
                F–2Statements
      of Cash Flows
                F–3Notes
      to Financial Statements
                F–4






1
 
 AUTO
SEARCH CARS, INC
 (A
Development Stage Company)


BALANCE
SHEETS







June
      30,
                    2009
                  
                  
                  December
      31,
                    2008(Unaudited)
                  
                  
                  (Audited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                  
                  $
                  1,270
                  
                  
                  $
                  4,486Total
      Current Assets
                  
                  
                  1,270
                  
                  
                  
                  4,486Other
      AssetsOrganization
      costs
                  
                  
                  200
                  
                  
                  
                  200$
                  1,470
                  
                  
                  $
                  4,686LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                  
                  $
                  2,250
                  
                  
                  $
                  2,333Due
      to director
                  
                  
                  11,000
                  
                  
                  
                  11,000Total
      Current Liabilities
                  
                  
                  13,250
                  
                  
                  
                  13,333Stockholders’
      DeficiencyPreferred
      Stock, $.0001 par value, 1,000,000 shares authorized, none
      issued
                  
                  
                  –
                  
                  
                  
                  –Common
      stock, $.0001 par value, 74,000,000 shares authorized, 2,076,700 shares
      issued and outstanding
                  
                  
                  208
                  
                  
                  
                  208Additional
      paid-in capital
                  
                  
                  7,662
                  
                  
                  
                  7,662Accumulated
      deficit during development stage
                  
                  
                  (19,650
                  )
                  
                  
                  (16,517
                  )Total
      Stockholders’ Deficiency
                  
                  
                  (11,780
                  )
                  
                  
                  (8,647
                  )$
                  1,470
                  
                  
                  $
                  4,686






See
Notes to Financial Statements




F-1


AUTO
SEARCH CARS, INC
 (A
Development Stage Company)


STATEMENT
OF OPERATIONS


(Unaudited)







Three
      Months ended
                    June
      30, 2009
                  
                  
                  Three
      Months ended
                    June
      30, 2008
                  
                  
                  Six
      Months ended June 30, 2009
                  
                  
                  1-Feb-08
      (inception) to
                    June
      30, 2008
                  
                  
                  1-Feb-08
      (inception) to
                    June
      30, 2009Revenues
                  
                  $
                  –
                  
                  
                  $
                  –
                  
                  
                  $
                  –
                  
                  
                  $
                  –
                  
                  
                  $
                  –General
      and administrative expenses
                  
                  
                  1,992
                  
                  
                  
                  12,123
                  
                  
                  
                  3,133
                  
                  
                  
                  13,148
                  
                  
                  
                  19,850Net Loss from
      Operations
                  
                  
                  (1,992
                  )
                  
                  
                  (12,123
                  )
                  
                  
                  (3,133
                  )
                  
                  
                  (13,148
                  )
                  
                  
                  (19,850
                  )Other
      income
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  200
                  
                  
                  
                  200Net
      loss
                  
                  $
                  (1,992
                  )
                  
                  $
                  (12,123
                  )
                  
                  $
                  (3,133
                  )
                  
                  $
                  (12,948
                  )
                  
                  $
                  (19,650
                  )Basic
      and diluted loss per share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )Weighted
      average common shares outstanding – basic and diluted
                  
                  
                  2,076,700
                  
                  
                  
                  2,076,700
                  
                  
                  
                  2,076,700
                  
                  
                  
                  2,025,075
                  
                  
                  
                  2,076,700







See
Notes to Financial Statements




F-2
 
 AUTO
SEARCH CARS, INC
 (A
Development Stage Company)


STATEMENT
OF CASH FLOWS


(Unaudited)








Six
      Months Ended June 30, 2009
                
                
                1-Feb-08
      (inception) to June 30, 2008
                
                
                1-Feb-08
      (inception) to June 30, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                $
                (3,133
                )
                
                $
                (12,948
                )
                
                $
                (19,650
                )Change
      in Liabilities:Accounts
      payable and accrued liabilities
                
                
                (83
                )
                
                
                2,152
                
                
                
                2,250NET CASH USED IN OPERATING
      ACTIVITIES
                
                
                3,216
                
                
                
                (10,796
                )
                
                
                (17,400
                )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sales of common stock
                
                
                –
                
                
                
                7,670
                
                
                
                7,670Loan
      from director
                
                
                –
                
                
                
                11,000
                
                
                
                11,000NET CASH PROVIDED BY FINANCING
      ACTIVITIES
                
                
                –
                
                
                
                18,670
                
                
                
                18,670Net
      increase (decrease) in cash and cash equivalents
                
                
                (3,216
                )
                
                
                7,874
                
                
                
                1,270Cash
      and cash equivalents at beginning of period
                
                
                4,486
                
                
                
                –
                
                
                
                –Cash
      and cash equivalents at end of period
                
                $
                1,270
                
                
                $
                7,874
                
                
                $
                1,270Supplemental
      disclosures of cash flow information:Interest
      paid
                
                $
                –
                
                
                $
                –
                
                
                $
                –Income
      taxes paid
                
                $
                –
                
                
                $
                –
                
                
                $
                –








See
Notes to Financial Statements
 F-3
 AUTO
SEARCH CARS, INC
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED JUNE 30, 2009
 (Unaudited)




Note
1 - Nature of Business and Summary of Significant Accounting
Policies




Organization




Auto
Search Cars, Inc. (A Development Stage Company) (the “Company”) was incorporated
on February 1, 2008 (Date of Inception) under the laws of the State of Nevada.
In February 2008, the Company acquired its website, www.autosearchcars.com, from
its sole officer and director.




Nature
of Operations




The
Company is developing its website into a local, regional and national
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 the Company’s consumer
audience.




The
Company is considered to be a development stage company in its start up phase of
operations.




NOTE
2 - Summary of Significant Accounting Policies




Basis
of Presentation




The
Company reports revenue and expenses using the accrual method of accounting for
financial and tax reporting purposes. These unaudited financial statements
should be read in conjunction with the financial statements and related
footnotes included in the Company’s Form 10K filed with the Securities and
Exchange Commission on April 9, 2009.




The
results of operations for the quarter ended June 30, 2009 are not necessarily
indicative of the results to be expected for the full year ending December 31,
2009.




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.





F-4
 
 AUTO
SEARCH CARS, INC
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS (cont’d)
 FOR
THE QUARTER ENDED JUNE 30, 2009
 (Unaudited)


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.




Compensation
Expense




No stock
options have been issued by the Company. Accordingly, no compensation expense is
reported in these financial statements.




Revenue
Recognition




The
Company’s revenues are anticipated to be derived from multiple sources. Revenue
sources include listing fees derived from consumer-placed classified
advertisements as well as banner advertising for companies in the auto industry.
Revenues from these advertisements will be recognized ratably over the period in
which the advertisement is featured on the website. Advertising revenues are
anticipated to be generated from short-term contracts in which the Company
typically guarantees a fixed fee. These revenues are 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 were $0 for the period ended June 30, 2009 which has been
included in general and administrative expenses.




Advertising
Costs




Advertising
costs will be expensed as incurred; however there were no advertising costs
incurred as of June 30, 2009.




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-5
 
 AUTO
SEARCH CARS, INC
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS (cont’d)
 FOR
THE QUARTER ENDED JUNE 30, 2009
 (Unaudited)


Recent
Pronouncements




On
September 15, 2006, the Financial Accounting Standards Board (“FASB”) issued
FASB Statement No. 157 “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157
defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. SFAS No. 157 is effective as of the
beginning of the first fiscal year beginning after November 15, 2007. The
Company does not anticipate that the adoption of this statement will have a
material effect on the Company’s financial condition and results of
operations.




On
February 15, 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option
for Financial Assets and Financial Liabilities: Including an amendment of FASB
Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits all entities to elect
to measure many financial instruments and certain other items at fair value with
changes in fair value reported in earnings. SFAS No. 159 is effective as of the
beginning of the first fiscal year that begins after November 15, 2007, with
earlier adoption permitted. The Company does not anticipate that the adoption of
this statement will have a material effect on the Company’s financial condition
and results of operations.




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.




NOTE
3 - Loan from Director




On May
21, 2008, the Company received a loan for the amount of $10,000 dollars from its
founder and sole director Jonathan J. Martin for transfer agent-related costs.
The $ 10,000 bears no interest and is due on demand.




NOTE
4 - Stockholder’s Equity




The
Company is authorized to issue 1,000,000 shares of preferred stock at $0.0001
par value and 74,000,000 shares of common stock at $0.0001 par value. As of June
30, 2009, the Company had 2,076,700 shares of common stock outstanding and no
shares of preferred stock outstanding.






F-6


AUTO
SEARCH CARS, INC
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS (cont’d)
 FOR
THE QUARTER ENDED JUNE 30, 2009
 (Unaudited)




NOTE
5 - Commitments and Contingencies




The
Company is not presently involved in any litigation.







F-7




ITEM
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




The
following discussion and analysis of our financial condition and results of our
operations should be read in conjunction with our financial statements and the
notes thereto which appear elsewhere in this report and in connection with the
Form 10K, which we filed with the Securities and Exchange Commission on April 9,
2009. The results shown herein are not necessarily indicative of the results to
be expected for any future periods.




This
discussion contains forward-looking statements, based on current expectations.
All statements regarding future events, our future financial performance and
operating results, our business strategy and our financing plans are
forward-looking statements and involve risks and uncertainties. In many cases,
you can identify forward-looking statements by terminology, such as “may,”
“will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential” or “continue,” or the negative of such
terms and other comparable terminology. These statements are only predictions.
Known and unknown risks, uncertainties and other factors could cause our actual
results and the timing of events to differ materially from those projected in
any forward-looking statements. In evaluating these statements, you should
specifically consider various factors, including, but not limited to, those set
forth in the Registration Statement and in this report.




General




We are a
start up business engaged in the development and marketing of a web-based
e-commerce site designed to be a price leader in the online auto sales
market.




We have
not yet earned revenues from our business operations. Accordingly, we may be
required to raise cash from sources other than our operations in order to
continue our business plan. We may raise this additional capital either through
debt or equity. No assurance can be given that such efforts will be successful.
We have no specific plans at present for raising additional
capital.




Since our
inception, we have been engaged in business planning activities, including the
launch of our preliminary non-operational website, website development, market
research, developing our economic models and financial forecasts, performing due
diligence regarding e-commerce marketing and identifying future sources of
capital.




We have
launched our initial website but can give no assurances as to the date which we
will be fully operational including the support needed to process listing fees
from consumer-placed classified advertisements. Additionally, we can give no
assurances to when our user base will be at the point of critical mass and free
listings will cease and paid listings will be implemented.





Results
of Operations for the Three Months Ended June 30, 2009 As Compared to the Three
Months Ended  June 30, 2008




We are
still in our development stage and have generated no revenues to
date.




General
and administrative expenses decreased by $10,131 to $1,992 for the three months
ended June 30, 2009, as compared to $12,123 for three months ended June 30,
2008.  The decrease was attributable to the one time fees, operating
expenses and professional fees that were  incurred in connection with
the initial launch of our business including transfer agent services and legal
fees.




Net loss
decreased by $10,131 to $1,992 for the three months ended June 30, 2009, as
compared to $12,123 for the three months ended June 30, 2008. The decrease in
our net loss is attributable to our not incurring the expenses related to the
preparation and filing of a registration statement which were incurred for three
months ended June 30, 2008 in connection with the preparation of our
registration statement on Form S-1 (File No. 333-150937).





2





Results
of Operations for the Six Months Ended June 30, 2009 As Compared to the Period
From Inception (February 1, 2008) through June 30, 2008





General
and administrative expenses decreased by $10,015 to $3,133 for the six month
period ended June 30, 2009, as compared with $13,148 for the period from
February 1, 2008 (inception)  through June 30, 2008.  The
decrease was attributable to the one time fees, operating expenses and
professional fees that were incurred in connection with the initial launch of
our business including transfer agent fees and legal fees.





Net loss
decreased by $9,815 to $3,133 for the six month period ended June 30, 2009, as
compared with $12,948 for the period from February 1, 2008 (inception) through
June 30, 2008. The decrease in our net loss is attributable to our not incurring
the expenses related to the preparation and filing of a registration statement
which were incurred for the period from February 1, 2008 through June 30, 2008
in connection with the preparation of our registration statement on Form S-1
(File No. 333-150937).




Liquidity
and Capital Resources




Our cash
balance at June 30, 2009 was $1,270 a decrease of $3,216 from $4,486 at December
31, 2008. At June
30, 2009 we had liabilities of $13,250, a $83 decrease from $13,333 at December
31, 2008. The decrease in our liabilities was attributable to lower expenses
incurred in connection with the filing of our quarterly reports with the
Securities and Exchange Commission.




We have
limited capital resources, as, among other things, we are a development stage
company with no operating history. We have not generated any revenues to date
and may not be able to generate sufficient revenues to become profitable in the
future.




While we
have sufficient funds on hand to commence business operations, our cash reserves
may not be sufficient to meet our obligations for the next 12-month period. As a
result, we may need to seek additional funding in the near future. We currently
do not have a specific plan of how we will obtain such funding; however, we
anticipate that additional funding will be in the form of equity financing from
the sale of our common stock. At this time, we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock to meet our obligations over the next 12 months. We do not have any
arrangements in place for any future equity financing.





We do not
currently own any significant plant or equipment that we will seek to sell in
the near future.




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
are sufficient at this time. We believe that our operations are currently on a
small scale and are manageable by one individual.




Off-Balance
Sheet Arrangements




We have
no off-balance sheet arrangements.




3


ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




Not
applicable.




ITEM
      4.
            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 June 30, 2009, 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 June 30, 2009, 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.





CHANGES IN INTERNAL CONTROLS OVER
FINANCIAL REPORTING




There were no changes in our internal
controls over financial reporting identified in connection with the evaluation
described above during the quarter ended June 30, 2009 that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.




PART
II




ITEM
      1.
            LEGAL
      PROCEEDINGS




We are
neither party to any material legal proceedings, nor to our knowledge, are there
any proceedings threatened against us.




ITEM
      1A.
            RISK
      FACTORS




Not
applicable.




ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEED




None.




ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES




None.




ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS




None.




4




ITEM
      5.
            OTHER
      INFORMATION




None.




ITEM
      6.
            EXHIBITS




Exhibit
      No.
            
            Description31.1
            
            Rule
      13a – 14(a)/15d – 14(a) Certification, as adopted pursuant to Section 302
      of the Sarbanes Oxley Act of 200232.1
            
            Certification
      of the Principal Executive Officer and Principal Financial Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes Oxley Act of 2002







SIGNATURES




Pursuant
to the requirements of Section 13(a) and 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.August
      19, 2009
                    
                    /s/
      Jonathan J. MartinDate
                    
                    Jonathan
      J. Martin
                      President,
      Principal Executive Officer, Principal Financial Officer, Principal
      Accounting Officer, Chairman of the Board of Directors
                      (on
      behalf of the Company and as Principal Financial and Accounting
      Officer)








5