UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 OR 15(d) Of The Securities Exchange Act Of 1934~~ STATES

~~Date~~SECURITIES AND ofEXCHANGE ~~Report (Date of earliest event reported) June 29, 2005~~COMMISSION

~~Auto Underwriters of America~~Washington, ~~Inc~~ D.C. ~~(Exact name of registrant as specified in its charter)~~20549

California		0-11582		94-2915849
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

FORM 8-K

2755 Campus Drive, Suite 155 San Mateo, California		94403
(Address of principal executive offices)		(Zip Code)

CURRENT REPORT

~~Registrant's~~Pursuant to ~~telephone~~Section ~~number,~~13 ~~including~~or ~~area code~~ 15(~~650~~d) ~~377-4381~~of The Securities Exchange Act of 1934

~~Not~~Date of ~~Applicable~~Report (~~Former~~Date ~~name~~of orEarliest ~~former~~Event ~~address if changed since last report~~Reported): April 19, 2007

~~Check~~AUTO ~~the~~UNDERWRITERS ~~appropriate~~OF ~~box~~AMERICA, ~~below~~INC. if(Exact ~~the~~name ~~Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~ Registrant ~~under~~as ~~any~~specified ofin ~~the~~its ~~following provisions:~~charter)

[ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

California	000-11582	94-2915849
(State or other jurisdiction of incorporation or organization)	Commission File Number	IRS Employer Identification Number

2670 South White Road, Suite 241 San Jose, CA		95148
(Address of principal executive offices)		(Zip Code)

~~[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act~~ (~~17 CFR 240.14a-12~~408) 270-3587

~~[ ] Pre-commencement communications pursuant to Rule 14d-2~~(b)Registrant’s telephone ~~under~~number, ~~the~~including ~~Exchange~~area ~~Act (17 CFR 240.14d-2(b~~code))

~~[ ] Pre-commencement communications pursuant to Rule 13e-14~~(c)Former name ~~under~~or ~~the~~former ~~Exchange~~address, ~~Act~~if ~~(17~~changed ~~CFR~~since ~~240.13e-4(c~~last report))

~~Section~~Check the 1appropriate –box ~~Registrant’s~~below ~~Business~~if ~~and~~the ~~Operations~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Item~~o Written communications ~~1.01~~pursuant ~~Entry~~to ~~into~~Rule 425 aunder ~~Material~~the ~~Definitive~~Securities ~~Agreement~~Act (17 CFR 230.425)

~~On June 30, 2005, we entered into an asset purchase agreement with Gateway Credit Holdings, Inc. for the purchase of AutoUnderwriter.com credit decision~~o Soliciting ~~software~~ material ~~and~~pursuant ~~certain furniture and business equipment valued at $250,000. Pursuant~~ to ~~the~~Rule 14a-12 ~~agreement~~under ~~and as disclosed in Item 3.02 below, we issued 500,000 shares of common stock to Gateway. Dean Antonis, our president, treasurer, director and a beneficial owner is also~~ the ~~president,~~Exchange ~~treasurer, director and a beneficial owner of Gateway~~Act (17 CFR 240.14a-12)

~~On June 30, 2005, we entered into an asset purchase agreement with Epic Financial Services, LLC for the purchase of furniture, business equipment and the~~o Pre-commencement ~~repayment~~ communications ofpursuant ~~certain loans made by Epic~~ to ~~Auto~~Rule 14d-2(b) ~~Underwriters. Pursuant~~under to the ~~agreement~~Exchange ~~and as disclosed in Item 3.02 below, we issued 500,000 shares of common stock to Epic, valued at $.50 per share. William Kellagher, our vice president and a beneficial~~Act ~~owner, owns a 27% membership interest in Epic~~ (17 CFR 240.14d-2(b))

~~Section~~o Pre-commencement communications 3pursuant –to ~~Securities~~Rule 13e-4(c) ~~and~~under ~~Trading~~the ~~Markets~~Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Section 1 ~~3.02~~- ~~Unregistered~~Registrant’s ~~Sales~~Business ofand ~~Equity Securities~~Operations

~~On June 29, 2005, we issued a total of 2,155,000 shares of common stock and 50,000 options to our officers, directors and certain other employees as~~Item ~~compensation for their efforts in developing our business operations~~ 1. ~~Our board of directors valued the shares at $~~01.50 Entry ~~per~~into ~~share. The options to purchase our common stock were granted pursuant to our 2004 Stock Option Plan and are exercisable for~~ a ~~period of~~Material ~~5 years at an exercise price of $~~Definitive Agreement.~~50 per share. The securities were offered and sold pursuant to an exemption from the registration requirements provided by Section 4(2) of the Securities Act of 1933, as amended.~~

On April ~~June 29~~19, ~~2005~~2007, weAuto ~~issued~~Underwriters anof ~~additional 185~~America,~~000~~ ~~shares~~Inc. of(the ~~common~~“Company”) ~~stock~~entered to into a ~~limited~~credit ~~number~~and offloor ~~accredited~~plan ~~investors~~facility ~~pursuant~~(the to“Credit ~~the~~Facility”) ~~conversion~~with Got Cars of ~~$185~~ LaMarque,~~000~~ inTexas. ~~unsecured~~The ~~convertible~~Credit ~~promissory~~Facility ~~notes~~is ~~that~~for ~~were~~a ~~originally~~term ~~converted~~of atnot ~~$1.00~~less ~~per~~than ~~share~~one inyear, provides ~~February~~for ~~2005. The~~$400,000 ~~additional~~for ~~shares~~vehicle ofinventory ~~common~~floor ~~stock~~plan ~~were~~financing ~~issued~~and asbears interest aat ~~result of~~ the ~~decision~~rate of ~~our~~15%. ~~board~~The ofCompany’s ~~directors~~obligations tounder ~~adjust~~ the ~~conversion~~Credit ~~price~~Facility are tosecured ~~$.50 per~~by ~~share. As~~a ~~previously~~deposit ~~reported,~~account in the ~~notes~~amount ~~were~~of ~~issued~~$150,000 and ~~sold~~by ~~pursuant~~the toCompany’s motor avehicle ~~private~~inventory. ~~placement~~The ~~memorandum~~Credit ~~dated~~Facility ~~February 19~~also contains typical events of default, ~~2004. The~~including ~~offering~~non-payment ~~and~~of ~~sale~~obligations ~~was~~and ~~made~~involvement in ~~reliance~~creditor, forfeiture ~~upon~~or ~~Section~~bankruptcy ~~4(2)~~proceedings. ofUpon the ~~Securities~~occurrence ~~Act~~ of ~~1933,~~an asevent ~~amended~~of default, ~~and~~the Company could be required to immediately repay all or certain ~~Regulation~~ portions Dof ~~and~~the ~~Rule~~amount ~~506~~outstanding ~~promulgated~~under ~~thereunder~~the Credit Facility.

OnA copy ~~June 29, 2005, we issued 55,000 shares~~ of ~~common stock to Larry Lange in connection with~~ the ~~purchase~~Credit ofFacility ~~certain~~is ~~assets~~attached ~~from~~hereto ~~PAACO~~as ~~Automotive~~Exhibit ~~Group, L~~99.~~P. We~~1 ~~also issued 240,000 shares of common stock to Lawrence Gunnels to retire an accounts payable of $120,000. Our board of directors valued the shares at $.50 per share. The securities were offered~~ and ~~sold pursuant to an exemption from the~~is ~~registration~~ incorporated ~~requirements~~herein ~~provided~~ by ~~Section 4(2) of the Securities Act of 1933, as amended~~reference.

-Section 2 - Financial Information

~~On June 30, 2005, we issued 500,000 shares of common stock to Gateway Credit Holdings, Inc. in connection with the purchase of certain assets from~~Item ~~Gateway~~ 2. ~~As previously reported, Dean Antonis, our president, treasurer, director and a beneficial owner, is also the president, treasurer, director and a beneficial owner of Gateway~~03. We Creation ~~also issued 500,000 shares~~ of ~~common~~a ~~stock~~Direct ~~to Epic~~ Financial ~~Services,~~ ~~LLC~~Obligation inor ~~connection~~an with the purchase of certain assets from Epic. William Kellagher, our vice president and a beneficial owner, holds a 27% membership interest in Epic. Our board of directors valued the shares at $.50 per share in connection withObligation ~~both~~ under ~~of these transactions. The securities were offered and sold pursuant to~~ an ~~exemption~~Off-Balance ~~from~~Sheet ~~the~~Arrangement ~~registration requirements provided by Section 4(2)~~ of ~~the~~a ~~Securities Act of 1933, as amended~~Registrant.

AnThe information ~~appropriate~~provided ~~“restricted” legend was placed on the securities issued~~ in ~~each~~Item 1.01 of ~~the transactions described in~~ this ~~current~~Current ~~report. This current~~Report ~~report~~ on Form 8-K is incorporated ~~neither~~herein anby ~~offer to sell nor a solicitation of an offer to buy any of these securities~~reference. ~~The report is being filed pursuant to and in accordance with Rule 135c of the Securities Act of 1933.~~

Section 4 -3- Matters Related to Accountants and Financial Statements

Item ~~SIGNATURES~~ 4.01. Changes in Registrant’s Certifying Accountant.

~~Pursuant~~On April to19, ~~the~~2007, ~~requirements~~Clancy ofand ~~the~~Co., ~~Securities~~P.L.L.C. ~~Exchange~~(“Clancy”) ~~Act~~replaced ofMalone ~~1934~~& Bailey, PC (“Malone”) as the ~~Registrant~~Company’s ~~has~~Independent ~~duly~~Registered ~~caused~~Public ~~this~~Accounting Firm. ~~report~~The toCompany’s beBoard ~~signed~~of onDirectors ~~its~~approved ~~behalf~~and byratified the ~~undersigned~~change ~~hereunto~~of accountants ~~duly~~from ~~authorized~~Malone to Clancy effective that same date.

		AUTO UNDERWRITERS OF AMERICA, INC.
Dated: July 7, 2005		By: /s/ Dean Antonis
		Dean Antonis
		President and Treasurer

Malone, the Independent Registered Public Accounting Firm previously engaged to audit the Company’s financial statements was replaced as auditor for the Company on April 19, 2007. Malone’s report on the Company’s financial statements for the fiscal years ended June 30, 2006 and 2005 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified as to audit scope or accounting principles. However, the report did include an explanatory paragraph, which indicated substantial doubt regarding the Company’s ability to continue operations as a going concern.

During the fiscal years ended June 30, 2006 and 2005 and through April 19, 2007, there were no disagreements with Malone on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to Malone’s satisfaction, would have caused ~~-4-~~ it to make

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reference to the subject matter of the disagreements in connection with its report with respect to the financial statements of the Company.

During the fiscal years ended June 30, 2006 and 2005 and through April 19, 2007, there were no “reportable events” with respect to the Company as that term is described in Item 304(a)(1)(iv) of Regulation S-B.

During the fiscal years ended June 30, 2006 and 2005 and through April 19, 2007, the Company did not consult Clancy with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-B.

The Company has provided a copy of this report to Malone and requested it to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01 and if not, stating the respects in which it does not agree. The letter from Malone is attached as Exhibit 16.

Section 8 - Other Items

Item 8.01. Other Items.

On January 15, 2007, the Company entered into a lease agreement with AMRED Enterprises for the lease of a retail sales car center located at 3451 Ella Boulevard, Houston, Texas. The lease provides for an initial term of two years through January 31, 2009 at an annual rental payment of $31,200. The lease also grants the Company the option to renew for an additional two year period at an annual rental payment of $32,400 for the first option year and $33,600 for the second option year.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

	(d) Exhibits

	Exhibit Number		Exhibit Title or Description
	16		Letter from Malone & Bailey, PC to The Securities and Exchange Commission dated April 19, 2007.
	99.1		Floor Plan Agreement dated April 19, 2007 with Got Cars.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Auto Underwriters of America, Inc.


Date: April 23, 2007		By: /s/ Dean Antonis
		Dean Antonis
		President and Treasurer

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AUTO UNDERWRITERS OF AMERICA, INC.

EXHIBIT INDEX

	Exhibit Number		Exhibit Title or Description
	16		Letter from Malone & Bailey, PC to The Securities and Exchange Commission dated April 19, 2007.
	99.1		Floor Plan Agreement dated April 19, 2007 with Got Cars.

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