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EX-32.1 - CURAXIS PHARMACEUTICAL Corpex32-1.htm
EX-31.1 - CURAXIS PHARMACEUTICAL Corpex31-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 


FORM 10-Q



(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the period ended March 31, 2010
 
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) 216 - 9991
(Registrant’s telephone number, including area code)
 
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 x     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).
Yes o     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.

 
o     Large accelerated filer
o     Accelerated filer
 
o     Non-accelerated filer
x     Smaller reporting company

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x     No o
 
As of May17, 2010, the registrant had 188,979,700 shares of its common stock, $0.0001 par value, issued and outstanding.

 
 

 

TABLE OF CONTENTS
 
   
Page
   
PART I - FINANCIAL INFORMATION
 
     
ITEM 1.
FINANCIAL STATEMENTS (UNAUDITED)
F - 1
     
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
1
     
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
2
     
ITEM 4.
CONTROLS AND PROCEDURES
2
   
PART II – OTHER INFORMATION
3
     
ITEM 1.
LEGAL PROCEEDINGS
3
     
ITEM 1A.
RISK FACTORS
3
     
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
3
     
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
3
     
ITEM 4.
(REMOVED AND RESERVED)
3
     
ITEM 5.
OTHER INFORMATION
3
     
ITEM 6.
EXHIBITS
3
   
SIGNATURES
4
 

 
i

 

 
PART I - FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS (UNAUDITED)

TABLE OF CONTENTS
 
 
Page
   
FINANCIAL STATEMENTS FOR THE THREE MOTNHS ENDED MARCH 31, 2010
 
   
Balance Sheets
F - 1
   
Statements of Operations
F - 2
   
Statements of Changes in Stockholders’ Deficiency
F - 3
   
Statements of Cash Flows
F - 4
   
Notes to Financial Statements
F - 5 to F - 7
 
 

 
ii

 

Auto Search Cars, Inc.
(A Development Stage Company)
Balance Sheets
 
   
March 31,
   
December 31,
 
   
2010
   
2009
 
 
 
(Unaudited)
       
ASSETS            
             
Current Assets
           
Cash and cash equivalents
  $ 280     $ 277  
Total Current Assets
    280       277  
Other Assets
               
Organization costs
    200       200  
    $ 480     $ 477  
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
               
                 
Current Liabilities
               
Accounts payable and accrued liabilities
  $ 7,519     $ 4,919  
Loan from director
    13,975       13,000  
Total Current Liabilities
    21,494       17,919  
                 
                 
Stockholders' Deficiency
               
     Preferred Stock, $0.0001 par value, 20,000,000 shares authorized,
               
        none issued.
    -       -  
     Common stock, $0.0001 par value, 480,000,000 shares authorized,
               
        188,979,700 shares issued and outstanding for both periods
    18,898       18,898  
                 
Additional paid-in capital
    (11,028 )     (11,028 )
Accumulated deficit during development stage
    (28,884 )     (25,312 )
Total Stockholders' Deficiency
    (21,014 )     (17,442 )
    $ 480     $ 477  

See Notes to Financial Statements
 
 
F - 1

 
 
Auto Search Cars, Inc.
(A Development Stage Company)
Statements Of Operations
               
February 1, 2008
 
   
Three months ended March 31,
   
(Inception) to
 
   
2010
   
2009
   
May 31, 2010
 
                   
Revenue
  $ -     $ -     $ -  
                         
                         
General and administrative expenses
    3,572       1,141       29,084  
                         
    Net loss from operations
    (3,572 )     (1,141 )     (29,084 )
                         
Other income
    -       -       200  
                         
Loss before income tax expense
    (3,572 )     (1,141 )     (28,884 )
                         
Income tax expense
    -       -       -  
   Net loss
  $ (3,572 )   $ (1,141 )   $ (28,884 )
                         
Basic and diluted loss per share
  $ (0.00 )   $ (0.00 )        
Common shares outstanding
  $ 188,979,700     $ 188,979,700          
 
 
See Notes to Financial Statements
 
 
F - 2

 
 
Auto Search Cars, Inc.
(A Development Stage Company)
Statements Of Changes In Stockholders' Deficiency

 
  Common stock     Additional      Accumulated Deficit During     Total Stockholders'  
  Shares     Amount    
 Paid-in capital
   
Development Stage
    Deficiency  
                             
Common shares issued for services
182,000,000     $ 18,200     $ (18,000 )   $ -     $ 200  
Issuance of common stock for cash at .0001
6,979,700       698       6,972       -       7,670  
Net loss
                        (16,517 )     (16,517 )
Balance as of December 31, 2008
188,979,700       18,898       (11,028 )     (16,517 )     (8,647 )
Net loss
-       -       -       (8,795 )     (8,795 )
Balance as of December 31, 2009
188,979,700       18,898       (11,028 )     (25,312 )     (17,442 )
Net loss
-       -       -       (3,572 )     (3,572 )
Balance as of March 31, 2010
188,979,700     $ 18,898     $ (11,028 )   $ (28,884 )   $ (21,014 )

 
 
See Notes to Financial Statements
 
 
F - 3

 
 
Auto Search Cars, Inc.
(A Development Stage Company)
Statements Of Cash Flows
 
               
February 1, 2008
 
   
Three months ended March 31,
   
(Inception) to
 
   
2010
   
2009
   
March 31, 2010
 
                   
Cash flows from operating activities
                 
Net loss
  $ (3,572 )   $ (1,141 )   $ (28,854 )
Adjustments to reconcile net loss to net cash used in operating activities
                       
Change in operating liabilities
                       
       Accounts payable
    2,600       (1,633 )     7,489  
       Net cash used in operating activities
    (972 )     (2,774 )     (21,365 )
                         
Cash flows from financing activities
                       
Proceeds from sales of common stock
    -       -       7,670  
Loan from director
    975       -       13,975  
      Net cash provided by financing activities
    975       -       21,645  
                         
      Net (decrease) increase in cash
    3       (2,774 )     280  
                         
Cash and Cash equivalents at beginning of period
    277       4,486       -  
                         
Cash and Cash equivalents at end of period
  $ 280     $ 1,712     $ 280  
                         
Supplemental disclosures of cash flow information:
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  
                         
Other non-cash transactions:
                       
    $ -     $ -     $ 200  

 
See Notes to Financial Statements
 
 
F - 4

 
 
AUTO SEARCH CARS, INC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010
(Unaudited)
 
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 March 31, 2010.
 
NOTE 2 - Summary of Significant Accounting Policies
 
Basis of Presentation – Development Stage Company
 
The Company has not earned any revenue from operations.  Accordingly, the Company's activities have been accounted for as those of a "Development Stage Company" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7") (ASC 915).  Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of an development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.

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 annual report on Form10-K filed with the Securities and Exchange Commission on April 9, 2009.
 
The results of operations for the quarter ended March 31, 2010 are not necessarily indicative of the results to be expected for the full year ending December 31, 2010.
 
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.
 
Compensation Expense
 
The Company has not paid any compensation to its sole officer and director and accordingly, no compensation expense is reported in these financial statements.
 
 
F - 5

 
 
Revenue Recognition
 
The Company’s revenues are anticipated to be derived from multiple sources. Revenue sources will 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 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
 
There were no web site development costs incurred during the period ended March 31, 2010
 
Advertising Costs
 
Advertising costs will be expensed as incurred; however there were no advertising costs incurred during the period ended March 31, 2010.
 
Income Taxes
 
The Company follows Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (“SFAS No. 109”) (ASC 740) 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.

Basic and Diluted Loss per Share

The Company computes loss per share in accordance with SFAS No. 128 (ASC 260). “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Recent Pronouncements
 
In March 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-11, which is included in the Codification under ASC 815. This update clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Only an embedded credit derivative that is related to the subordination of one financial instrument to another qualifies for the exemption. This guidance became effective for the Company's interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company's financial statements.

In February 2010, the FASB issued ASU No. 2010-09, which is included in the Codification under ASC 855, Subsequent Events ("ASC 855"). This update removes the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated and became effective for interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company's financial statements.

In January 2010, the FASB issued ASU No. 2010-06, which is included in the Codification under ASC 820, Fair Value Measurements and Disclosures ("ASC 820"). This update requires the disclosure of transfers between the observable input categories and activity in the unobservable input category for fair value measurements. The guidance also requires disclosures about the inputs and valuation techniques used to measure fair value and became effective for interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company's financial statements.
 
 
F - 6

 

NOTE 3 - Related Party Transactions – Due to Director
 
During the first quarter ended March 31, 2010 our sole officer and director loaned the Company $975 for general business expenses. During the year 2009, our sole officer and director loaned the Company $2,000 for general business expenses. During the year 2008, our sole officer and director loaned the Company $11,000 for audit and stock transfer related costs. These loans bear no interest and are due on demand. The total loan balance from our director as of March 31, 2010 was $13,975.
 
NOTE 4 - Stockholder’s Deficiency
 
On November 17, 2009, at a special meeting of the board of directors (the “Directors”) of the Company, the Directors passed a resolution amending the By-Laws of the Company.  The Amended and Restated By-Laws of the Company, attached hereto as Exhibit 3.2, now provide for stockholder actions previously required or permitted to be taken at a meeting of the stockholders to be taken without a meeting provided that written consent, signed by stockholders holding at least a majority of the voting power, is furnished.

On November 19, 2009, in lieu of special meetings of both the stockholders and the Directors occurring on November 18, 2009, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada.  The Amendment is attached hereto as Exhibit 3.1.  The Amendment increases the number of authorized shares of the Company’s (i) common stock from 74,000,000 to 480,000,000, par value $0.0001, and (ii) preferred stock from 1,000,000 to 20,000,000 blank check preferred, par value $0.0001.The Company is now authorized to issue 20,000,000 shares of preferred stock with a par value of $0.0001 per share and 480,000,000 shares of common stock with a par value of $0.0001.

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.
 
On December 9, 2009, the Company authorized a 91 for 1 forward split of its common stock. The forward split became effective January 11, 2010.

On February 8, 2010, the Company, entered into an agreement and plan of merger and plan of reorganization with Auto Search Cars Acquisition Corp., (Acquisition Sub”) a Delaware corporation wholly owned by the Company and Curaxis Pharmaceutical Corporation, (“Curaxis”) a Delaware corporation, pursuant to which the Acquisition Sub will be merged with and into Curaxis with Curaxis continuing as the surviving wholly-owned by the Company. Please refer to our 8-k filed with the Securities and Exchange Commission on February 9, 2010 for additional information. Additionally, the Company filed an S-4 registration statement in relation to the plan of merger and plan of reorganization on February 12, 2010.

NOTE 5 - Commitments and Contingencies
 
The Company is not presently involved in any litigation.

NOTE 6 – 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 incurred losses since inception resulting in an accumulated deficit during the development stage of $28,884 as of March 31, 2010. 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 7 – Subsequent Events

As of the date of this interim financial report, there have been no subsequent events that warrant disclosure by the Company.

 
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 our Annual Report on Form 10-K, which we filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2010. The results shown herein are not necessarily indicative of the results to be expected for any future periods, including for the fiscal year ending December 31, 2010.
 
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 (www.autosearchcars.com) designed to be a price leader in the online auto sales market.
 
Since our inception, we have been engaged in business planning activities, including the launch of our 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.
 
Our website is fully operational; however, we can give no assurance as to when, if ever, we will begin receiving listing fees from consumer-placed classified advertisements. Additionally, we can give no assurances as to when, if ever, our user base will be at the point of critical mass and free listings will cease and paid listings will be implemented.

Recent Developments

On December 9, 2009, the Company authorized a 91 for 1 forward split of its common stock. The forward split became effective January 11, 2010.

On February 8, 2010, the Company entered into an agreement and plan of merger and plan of reorganization with Auto Search Cars Acquisition Corp., (Acquisition Sub”) a Delaware corporation wholly owned by the Company, and Curaxis Pharmaceutical Corporation, (“Curaxis”) a Delaware corporation, pursuant to which the Acquisition Sub will be merged with and into Curaxis with Curaxis continuing as the surviving wholly-owned by the Company. Please refer to our Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 9, 2010, for additional information. Additionally, the Company filed an S-4 registration statement in relation to the plan of merger and plan of reorganization on February 12, 2010 (the “Registration Statement”) and an amended Registration Statement filed on April 27, 2010.  The closing of the merger and plan of reorganization is dependent upon the Registration Statement being declared effective by the SEC.

Results of Operations for the Three Months Ended March 31, 2010 As Compared to the Three Months Ended March 31, 2009
 
We are a development stage company and have generated no revenues to date.
 
General and administrative expenses increased by $2,431 to $3,572 for the three months ended March 31, 2010, as compared to $1,141 for three months ended March 31, 2009.  The increase in our general and administrative expenses was attributable to professional fees, Edgar fees and other miscellaneous expenses that have been incurred in connection with the proposed merger with Curaxis Pharmaceutical Corporation.
 
Net loss increased by $2,431 to $3,572 for the three months ended March 31, 2010, as compared to $1,141for the three months ended March 31, 2009. The increase in our general and administrative expenses was attributable to professional fees, Edgar fees and other miscellaneous expenses that have been incurred in connection with the proposed merger with Curaxis Pharmaceutical Corporation.
 
 
1

 

Liquidity and Capital Resources
 
Our cash balance at March 31, 2010 was $280. At March 31, 2010 we had liabilities of $21,494, an increase of $3,575 from $17,919 at December 31, 2009. The increase in our liabilities was attributable to expenses incurred in connection with the proposed merger with Curaxis Pharmaceutical Corporation.
 
We have limited capital resources, as, among other things, we are a development stage company with a limited 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.
 
Our cash reserves are not sufficient to meet our obligations for the next 6-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 or loans from our sole officer and director. 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 or a loan from our sole officer and director to meet our obligations over the next 12 months. We do not have any arrangements in place for any future equity financing or loans.

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.
 
ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable, because we are a smaller reporting company.
 
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 March 31, 2010, 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 financial officer). Based upon the results of that evaluation, our management has concluded that, as of March 31, 2010, our disclosure controls and procedures were effective and provide reasonable assurance that material information related to our business 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 March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 
 
2

 

PART II - OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS
 
We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 1A.
RISK FACTORS
 
Not applicable because we are a smaller reporting company.
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEED
 
None.
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.
(REMOVED AND RESERVED)

ITEM 5.
OTHER INFORMATION
 
None.
 
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 2002
     
32.1
 
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

 
 
3

 

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.
     
     
May 21, 2010
 
/s/ Jonathan J. Martin
Date
 
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)
 
 
 
4