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

Date of Report (Date of Earliest Event Reported): ~~April~~ May 19, ~~2007~~ 2008

AUTO UNDERWRITERS OF AMERICA, INC.

(Exact name of Registrant as specified in its charter)

California	~~000~~0-11582	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
2670 South White Road Suite 241 San Jose, CA		95148
(Address of principal executive offices)		(Zip Code)

(408) 270-3587

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 14. Matters -Related ~~Registrant’s~~to ~~Business~~Accountants and ~~Operations~~Financial Statements

Item 1.01. Entry into a Material Definitive Agreement.

On April 19, 2007, Auto Underwriters of America, Inc. (the “Company”) entered into a credit and floor plan facility (the “Credit Facility”) with Got Cars of LaMarque, Texas. The Credit Facility is for a term of not less than one year, provides for $400,000 for vehicle inventory floor plan financing and bears interest at the rate of 15%. The Company’s obligations under the Credit Facility are secured by a deposit account in the amount of $150,000 and by the Company’s motor vehicle inventory. The Credit Facility also contains typical events of default, including non-payment of obligations and involvement in creditor, forfeiture or bankruptcy proceedings. Upon the occurrence of an event of default, the Company could be required to immediately repay all or certain portions of the amount outstanding under the Credit Facility.

A copy of the Credit Facility is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 2 - Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01. Changes in Registrant’s Certifying Accountant.

On ~~April~~May 19, ~~2007~~2008, ~~Clancy~~Auto ~~and~~Underwriters ~~Co.~~of America, PInc.~~L.L.C.~~ (the “~~Clancy~~Company”) ~~replaced~~engaged Malone & & Bailey, PC (“Malone”) as the Company’s ~~Independent~~independent ~~Registered~~registered ~~Public Accounting~~public ~~Firm~~accounting firm for the year ending June 30, 2008. ~~The~~Malone was previously engaged as the Company’s ~~Board~~independent ofregistered ~~Directors~~public ~~approved~~accounting firm from September 17, 2004 to April 19, 2007 and ~~ratified~~audited the ~~change~~Company’s offinancial ~~accountants~~statements ~~from~~for ~~Malone~~the fiscal years ended June 30, 2004, 2005 and 2006 (the “Prior Engagement”). The decision to ~~Clancy~~engage ~~effective~~Malone ~~that~~was ~~same~~approved ~~date~~by the Company’s board of directors on May 19, 2008.

~~Malone,~~Other than during the ~~Independent~~Prior ~~Registered~~Engagement, ~~Public~~during ~~Accounting~~the ~~Firm~~years ~~previously~~ended ~~engaged~~June 30, to2007 ~~audit~~and June 30, 2006 and through May 19, 2008, neither the Company’s ~~financial~~nor ~~statements~~anyone on ~~was~~its ~~replaced~~behalf ashas ~~auditor~~consulted ~~for~~with Malone with respect to either (i) the application ~~Company~~of onaccounting principles to a specified transaction, either ~~April~~completed 19or proposed, ~~2007.~~or ~~Malone’s~~the ~~report~~type onof audit opinion that might be rendered on the Company’s consolidated financial statements, ~~for~~and ~~the~~neither a written report ~~fiscal~~nor ~~years~~oral ~~ended~~advice ~~June 30,~~was ~~2006~~provided ~~and~~to ~~2005~~the ~~did~~Company ~~not~~that ~~contain~~Malone ~~any~~concluded ~~adverse~~was an ~~opinion~~important orfactor ~~disclaimer~~considered ofby ~~opinion,~~the ~~nor~~Company ~~was~~in itreaching ~~qualified~~a decision as to ~~audit~~any accounting, ~~scope~~auditing or ~~accounting~~ ~~principles.~~financial ~~However,~~reporting ~~the~~issue; ~~report~~or ~~did~~(ii) ~~include~~any anmatter ~~explanatory~~that ~~paragraph,~~was ~~which~~either ~~indicated~~the ~~substantial~~subject ~~doubt~~of ~~regarding~~a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the ~~Company’s~~related ~~ability~~instructions to ~~continue~~Item 304 of Regulation S-K) or a ~~operations~~reportable event (as defined in Item 304(a)(1)(v) ~~going~~of ~~concern~~Regulation S-K).

~~During~~In connection with the ~~fiscal~~selection ~~years~~of ~~ended~~Malone, ~~June~~on May 3019, ~~2006~~2008, ~~and~~the ~~2005~~Company decided ~~and~~not ~~through~~to ~~April~~renew ~~19,~~the ~~2007, there~~engagement ~~were~~of noClancy ~~disagreements~~and ~~with~~Co., ~~Malone~~P.L.L.C. on(“Clancy”) ~~any~~as the ~~matter~~Company’s ofindependent registered public accounting ~~principles~~firm. Clancy orserved ~~practices,~~as ~~financial~~the ~~statement~~Company’s ~~disclosure,~~independent orregistered ~~auditing~~public ~~scope~~accounting orfirm ~~procedure,~~since ~~which~~April ~~disagreement~~19, if2007 ~~not~~and ~~resolved~~audited tothe ~~Malone~~Company’s ~~satisfaction,~~financial ~~would~~statements ~~have~~for ~~caused~~the fiscal ityear toended ~~make~~June 30, 2007.

~~-2-~~The report of Clancy on the Company’s consolidated financial statements for the year ended June 30, 2007 did not contain an adverse opinion or a disclaimer of an opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report included an explanatory paragraph indicating substantial doubt regarding the Company’s ability to continue operations as a going concern.

~~reference~~During tothe year ended June 30, 2007 and through May 19, 2008, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related ~~subject~~instructions to Item 304 of Regulation S-K) with Clancy on any matter of accounting ~~the~~principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, inif ~~connection~~not ~~with~~resolved ~~its~~to ~~report~~the ~~with~~satisfaction of ~~respect~~Clancy, would have caused Clancy to make reference to the ~~financial~~subject ~~statements~~matter of the disagreements ~~Company~~in its report on the consolidated financial statements for such year.

During the ~~fiscal~~year ~~years~~ ended June 30, ~~2006~~2007 and ~~2005 and~~ through ~~April~~ May 19, ~~2007~~2008, there were no “ reportable events” ~~with respect to the Company~~ (as ~~that~~defined ~~term is described~~ in Item 304(a)(1)(ivv) of Regulation S-BK), except that in connection with the audit of the financial statements for the fiscal year ended June 30, 2007, Clancy informed the board of directors on February 27, 2008, of the existence of a material weakness in the Company’s internal control over financial reporting, as more fully described in the Company’s Annual Report on Form 10-KSB/A for the year ended June 30, 2007 filed on April 8, 2008 with the Securities and Exchange Commission (the "SEC"), and the Quarterly Report on Form 10-QSB/A for the three months ended September 30, 2006, Quarterly Report on Form 10-QSB/A for the three months ended December 31, 2006 and Quarterly Report on Form 10-QSB/A for the three months ended March 31, 2007, each filed May 19, 2008 with the SEC. The Company’s management believes that the material weakness has been remediated.

~~During~~The ~~the~~Company ~~fiscal~~has ~~years~~provided ~~ended~~Clancy ~~June 30,~~with ~~2006~~a ~~and~~copy ~~2005~~of ~~and~~the ~~through~~above ~~April 19~~disclosures, ~~2007,~~and has ~~the~~requested ~~Company~~that ~~did not consult~~ Clancy ~~with~~furnish ~~respect to~~ the ~~application~~Company ofwith ~~accounting principles to~~ a ~~specified~~letter ~~transaction,~~addressed ~~either~~to ~~completed~~the orSEC stating ~~proposed,~~whether or ~~the type of~~not ~~audit~~it ~~opinion~~agrees ~~that~~with ~~might~~the bestatements ~~rendered~~made onabove. ~~the~~A ~~Company~~copy of Clancy’s ~~financial~~letter ~~statements~~dated May 20, or ~~any~~2008 ~~other~~is ~~matters~~attached ~~or reportable events~~ as ~~set~~Exhibit ~~forth~~16.1 into ~~Items 304(a)(2)(i)~~this ~~and (ii) of Regulation S-B~~Report.

~~The Company~~- ~~has provided a copy of this report to Malone and requested it to furnish~~2 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 89. Financial -Statements ~~Other~~and ~~Items~~Exhibits

Item 89.01. ~~Other~~Financial ~~Items.~~Statements and Exhibits

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.

	(d) Exhibits

	Exhibit Number		Exhibit Title or Description
	16.1		Letter from Clancy and Co., P.L.L.C. to the Securities and Exchange Commission dated May 20, 2008.

~~Section 9~~ - ~~Financial Statements and Exhibits~~3 -

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
Date: May 20, 2008		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.
	16.1		Letter from Clancy and Co., P.L.L.C. to the Securities and Exchange Commission dated May 20, 2008.
	99.1		Floor Plan Agreement dated April 19, 2007 with Got Cars.

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