**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, 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 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 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 8, 2008, 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
              3ITEM
                  4.
              CONTROLS
                  AND PROCEDURES
              3PART
                  II
              4ITEM
                  1.
              LEGAL
                  PROCEEDINGS
              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
              4ITEM
                  6.
              EXHIBITS
              4SIGNATURES
              6


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,**
                **2008**
              
              **March 31,**
                **2008***(Unaudited)*
              
              *(Audited)***ASSETS****Current
                  Assets**Cash
                  and cash equivalents
              
              $
              7,874
              
              $
              7,845**Total
                  Current Assets**
              
              
              7,874
              
              
              7,845**Other
                  Assets**Organization
                  costs
              
              
              200
              
              
              200$
              8,074
              
              $
              8,045**LIABILITIES
                  AND STOCKHOLDERS****’
                  EQUITY****Current
                  Liabilit****ies**Accounts
                  payable and accrued liabilities
              
              $
              2,152
              
              $
              -Loan
                  from director
              
              
              11,000
              
              
              1,000**Total
                  Current Liabilities**
              
              
              13,152
              
              
              1,000**Stockholders****’
                  Equity**Preferred
                  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
              
              
              (12,948
              )
              
              (825
              )**Total
                  Stockholders****’
                  Equity**
              
              
              (5,078
              )
              
              7,045$
              8,074
              
              $
              8,045






**See
        Notes to Financial Statements**


F–1


**AUTO
      SEARCH CARS, INC**


**(A
      Development Stage Company)**


**STATEMENTS
      OF OPERATIONS**


**(Unaudited)**


**Three Months**
                  **ended**
                  **30-Jun-08**
                
                **1-Feb-08**
                  **(inception) to**
                  **30-Jun-08**Revenues
                
                $
                -
                
                $
                -General
                    and administrative expenses
                
                
                12,123
                
                
                13,148**Net
                    Loss from Operations**
                
                
                (12,123
                )
                
                (13,148
                )**Other
                    income**
                
                
                -
                
                
                200Net
                    loss
                
                $
                (12,123
                )
                $
                (12,948
                )Basic
                  and diluted loss per share
                
                $
                (0.01
                )
                $
                (0.01
                )Weighted
                  average common shares outstanding -
                  basic and diluted
                
                
                2,076,700
                
                
                2,025,075


**See
          Notes to Financial Statements**


F–2




**AUTO
      SEARCH CARS, INC**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CASH FLOWS**


**(Unaudited)**




**Three Months**
                **Ended June 30,**
                **2008**
              
              **Feb. 1, 2008**
                **(inception) to**
                **June 30,**
                **2008****CASH FLOWS FROM OPERATING
                  ACTIVITIES**Net
                  loss
              
              $
              (12,123
              )
              $
              (12,948
              )**Change
                  in Liabilities:**Accounts
                  payable
              
              
              2,152
              
              
              2,152**NET
                  CASH USED IN OPERATING ACTIVITIES**
              
              
              (9,971
              )
              
              (10,796
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                  from sales of common stock
              
              
              -
              
              
              7,670Loan
                  from director
              
              
              10,000
              
              
              11,000**NET
                  CASH PROVIDED BY FINANCING ACTIVITIES**
              
              
              10,000
              
              
              18,670Net
                  increase in cash and cash equivalents
              
              
              29
              
              
              7,874Cash
                  and cash equivalents at beginning of period
              
              
              7,845
              
              
              -Cash
                  and cash equivalents at end of period
              
              $
              7,874
              
              $
              7,874**Supplemental
                  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**
 **(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. The statements of operations and cash flows include all expenditures
      from the date of commencement of the development stage (February 1, 2008 to
      June
      30, 2008).




**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 Auto Search Cars, Inc’s. (the “Company” or “ASC”)
      Registration Statement on Form S-1, filed with the Securities and Exchange
      Commission on May 15, 2008, and declared effective on May 27, 2008.




The
      results of operations for the quarter ended June 30, 2008, are not necessarily
      indicative of the results to be expected for the full year ending 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.




F–4


**AUTO
          SEARCH CARS, INC**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS (cont’d)**
 **(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**




There
      were no web site development costs for the period ended June 30,
      2008.




**Advertising
      Costs**




Advertising
      costs will be expensed as incurred; however there were no advertising costs
      incurred as of June 30, 2008.




**Earnings
      per Share Information**




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.




F–5


**AUTO
        SEARCH CARS, INC**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS (cont’d)**
 **(Unaudited)**


**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.




**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.




F–6


**AUTO
        SEARCH CARS, INC**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS (cont’d)**
 **(Unaudited)**


Recently
      issued accounting pronouncements will have no significant impact on the Company
      and its reporting methods.




**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, 2008, the Company had 2,076,700 shares of common stock outstanding and
      no
      shares of preferred stock outstanding.




**NOTE
      5 - Litigation**




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 the 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
      Registration Statement on Form S-1, which we filed on May 15, 2008, and which
      was declared effective on May 27, 2008 (the
      “Registration Statement”). 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 under “Risk Factors” in the Registration
      Statement and elsewhere 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**




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




**Expenses**




We
      incurred operating expenses of $12,123 for the three months ended June 30,
      2008
      and $13,148 for the five months commencing February 1, 2008 (inception) to
      the
      period ending on June 30, 2008. These expenses consisted of general operating
      expenses and professional fees incurred in connection with the day to day
      operation of our business including transfer agent services and the preparation
      and filing of our registration statement. These expenses were substantially
      higher during the period ended June 30, 2008 than in the previous and first
      operating quarter due to a $10,000 payment to our transfer agent.




2




**Net
      Loss**




Our
      net
      loss from inception through June 30, 2008 was $12,948.




**Liquidity
      and Capital Resources**




Our
      cash
      balance at June 30, 2008 was $7,874.




We
      have
      experienced a shortage of funds and to date have utilized funds of $11,000
      from
      our sole officer and director who has informally agreed to advance these funds
      to us to allow us to pay for fees associated with filing our periodic reports
      and correspondence with our shareholders. He has no formal commitment,
      arrangement or legal obligation to advance or loan funds to us.




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. Currently, 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.




**ITEM
      3.**  **QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**




Not
      applicable.




**ITEM
      4.**  **CONTROLS
      AND PROCEDURES**




**EVALUATION
      OF DISCLOSURE CONTROLS AND PROCEDURES**




The
      term
“disclosure controls and procedures” (as defined in Exchange Act Rule 13a-15(e))
      refers to the controls and other procedures of a company that are designed
      to
      ensure that information required to be disclosed by a company in the reports
      that it files under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) is recorded, processed, summarized and reported within time
      periods specified in the Securities and Exchange Commission’s (the “SEC”) rules
      and forms. Disclosure controls and procedures include, without limitation,
      controls and procedures designed to ensure that information required to be
      disclosed by an issuer in the reports that it files or submits under the
      Exchange Act is accumulated and communicated to the issuer’s management,
      including its principal executive and principal financial officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosures.




3




We
      believe that our disclosure controls and procedures are adequate to ensure
      that
      information required to be disclosed by us in the reports that we file under
      the
      Exchange Act is recorded, processed, summarized and reported within time periods
      specified in SEC’s rules and forms. We believe that our disclosure controls and
      procedures are adequate to ensure that information required to be disclosed
      by
      us in the reports that we file or furnish under the Exchange Act is accumulated
      and communicated to our management to allow timely decisions regarding required
      disclosures.




**CHANGES
      IN INTERNAL CONTROLS OVER FINANCIAL REPORTING**




There
      have been no significant changes in our internal controls over financial
      reporting during the quarter ended June 30, 2008 that our management believes
      have materially affected, or are reasonably likely to materially affect,
      our internal controls over financial reporting. Accordingly, management believes
      the financial statements included in this report fairly present, in all material
      respects, our financial condition, results of operations and cash flows for
      the
      periods presented. ****




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




From
      February 2008 to March 2008, we issued 76,700 shares of common stock to 40
      individuals and entities at a price of $0.10 per share, in one offering for
      total proceeds of $7,670. These security holders had an opportunity to ask
      questions of and receive answers from our executive officers and were provided
      with access to our documents and records in order to verify the information
      provided.




The
      foregoing issuances of securities were effected in reliance on the exemption
      provided by Section 4(2) of the Securities Act of 1933, as amended and Rule
      506
      of Regulation D promulgated thereunder based on the limited number of purchases,
      their sophistication in financial matters, and their access to information
      concerning our business.




**ITEM
      3.**  **DEFAULTS
      UPON SENIOR SECURITIES**




None.




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




None.




**ITEM
      5.**  **OTHER
      INFORMATION**




None.




4




**ITEM
      6.**  **EXHIBITS**


**Exhibit**
                **No.**
              
              **Description**31.1
              
              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




5




**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
                13, 2008
            
            /s/
                Jonathan J. MartinDate
            
            Jonathan
                J. Martin
              President,
                Principal Executive Officer, Principal
              Financial
                Officer, PrincipalAccounting
                Officer,
              Chairman
                of the Board of Directors


6