Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACTOF 1934

For the fiscal quarter ended:
Commission file number:
March 31, 2009
000-50709

NOWAUTO GROUP, INC.
(Exact name of registrant as specified in its charter)

Nevada
  
77-0594821
(State or other jurisdiction
  
(I.R.S. Employer
of incorporation)
  
Identification No.)

4240 E Elwood, Phoenix, Arizona 85040
(address of principal executive offices, including zip code)

(602) 431-0015
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports 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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).   Yes o  No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Title of Each Class
  
Outstanding at March 31, 2009
Common Stock, par value $0.001 per share
  
9,843,046

 
 
 
This filing is an abbreviated amendment of the Form 10-Q for the period ending March 31, 2009.  It's purpose is to correct dates in Item 9A.
 
 
(a)  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company carried out, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended).  Based on their evaluation, the Company’s Chief Executive Officer and its Chief Financial Officer concluded that, the Company’s disclosure controls and procedures were not effective as of the end of the period covered by this report, because of the material weakness identified as of December 31, 2008.  Notwithstanding the existence of the material weakness identified as of March 31, 2009, management has concluded that the consolidated financial statements in this Form 10-Q/A fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods and dates presented.
 
 (b)  CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
 
There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company is continuing the process of developing and implementing a remediation plan to address the material weaknesses as described in Form 10-Q/A for the quarter ended December 31, 2008.

 
 
 
Exhibits
 
31.1. Rule 13a-14(a) certification
31.2. Rule 13a-14(a) certification
32.1. Rule Section 1350 certification

 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  
 
 
NOW AUTO GROUP, INC.
     
Date: 
By:  
/s/ Scott Miller,
   
Scott Miller,
   
Chief Executive Officer
     
 
NOW AUTO GROUP, INC.
     
Date: 
By:  
/s/ Faith Forbis
   
Faith Forbis
   
Chief Financial Officer, Principle Accounting Officer