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(709) 660-3056.

earnings.

financial condition.

We require minimum fundingtoo early in the product life cycle of approximately $50,000the brand to conductdetermine whether our proposed operations for a minimum periodproducts and brand will achieve and maintain satisfactory levels of one year. Expenditures over the next 12 months are therefore expected to exceed the sum of both our cash on handacceptance by independent distributors, grocery stores, retailers and amount to be raised in this offering. If we experience such a shortage of funds prior to funding during the next 12 months, we may utilize funds from Suresh Gupta, our sole officer and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We will require the funds from this offering to proceed.

If we are successful in raising the funds from this offering, we plan to commence activities to raise the funds requiredconsumers.

INVESTORS CANNOT WITHDRAW FUNDS ONCE INVESTED AND WILL NOT RECEIVE A REFUND.

Investors do not have the right to withdraw invested funds. Subscription payments will be paid to AAA Best Car Rental Inc. and helda material adverse effect on our corporate bank account if the Subscription Agreements arerelationships with our distributors in good orderthat particular geographic area, thus limiting our ability to maintain and the investor is accepted as an investor by the Company. Therefore, once an investment is made, investorsexpand our market, which will not have the use or right to return of such funds.

IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS.

We currently have no customers to rent automobiles from us.  We have not identified any customers and we cannot guarantee we ever will have any customers.  Even if we obtain customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations.  You are likely to lose your entire investment if we cannot rent automobiles at prices which generate a profit.

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WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.

We operate in a highly competitive environment.  Our competition includes large, small and midsized companies, and many of them may rent the same or similar cars in our markets at competitive prices. Highly competitive environment could materially adversely affect our business,revenues and financial condition,results.

financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY NOT BE ENOUGH TO ATTRACT SUFFICIENT CLIENTS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE WILL SUSPEND OR CEASE OPERATIONS.

Due tomaintain price quotation privileges on the fact we are small and do not have much capital, we must limit our marketing activities and may not be able to make our product known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably.OTC Bulletin Board. If we cannot operate profitably,fail to remain current on our reporting requirements, we may havecould be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to suspend or cease operations.

sell our securities and the ability of shareholders to sell their securities in the secondary market.

BECAUSE OUR CURRENT PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Suresh Gupta, our President, currently devotes approximately twenty hours per week providing management services to us. While he presently possesses adequate time to attend to our interest,therefore, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be abledesignated a "penny stock." As a "penny stock," our Common Stock may become subject to devote sufficient time to the management of our business. The loss of Mr. Gupta to our company could negatively impact our business development.

IF SURESH GUPTA, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER THAT COULD RESULT IN OUR OPERATIONS SUSPENDING. IF THAT SHOULD OCCUR, YOU COULD LOSE YOUR INVESTMENT.

We extremely depend on the services of our sole officer and director, Suresh Gupta, for the future success of our business. The loss of the services of Mr. Gupta could have an adverse effect on our business, financial condition and results of operations. If he should resign or die we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose your entire investment.

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BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION, YOU WILL LOSE YOUR INVESTMENT.

Your funds will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription. If that happens, you will lose your investment and your funds will be used to pay creditors.

RISKS ASSOCIATED WITH THIS OFFERING

OUR PRESIDENT, MR. GUPTA DOES NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING A BEST-EFFORT OFFERING AND AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE SUFFICIENT FUNDS TO CONTINUE OPERATIONS SUCCESSFULLY.

Mr. Gupta does not have any experience conducting a best-effort offering. Consequently, we may not be able to raise any funds successfully. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could be the basis of your losing your entire investment in us.

THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A “PENNY STOCK.”

The shares being offered are defined as a penny stockRule 15g-9 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules ofor the Commission. The Exchange Act and such penny stock rules generally impose"Penny Stock Rule." This rule imposes additional sales practice and disclosure requirements on broker-dealers whothat sell oursuch securities to persons other than certain accredited investors who are, generally, institutionsestablished customers and "accredited investors" (generally, individuals with assets in excess of $5,000,000 or individuals witha net worth in excess of $1,000,000 or annual incomeincomes exceeding $200,000, ($300,000 jointlyor $300,000 together with spouse), or in transactions not recommended by the broker-dealer. their spouses).

the SEC determines that such a restriction would be in the public interest.

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DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

We are not registered on any market or public stock exchange. There is presently no demand for our common stock to Fairhills in accordance with the Investment Agreement will have a dilutive impact on our shareholders.  As a result, our net loss per share could increase in future periods and no publicthe market existsprice of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put option, the more shares of our common stock we will have to issue to Fairhills in order to drawdown pursuant to the Investment Agreement. If our stock price decreases during the Pricing Period, then our existing shareholders would experience greater dilution.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our business plan allows for the payment of the estimated $9,000 cost of this registration statement to be paid from existing cash on hand.  If necessary, Suresh Gupta, our Chairman, has verbally agreed to loan the company funds to complete the registration process. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.

WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.

We have never operated as a public company. We have no experience in complying with the various rules and regulations, which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.

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FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.01. The following table sets forth the uses of proceeds assuming the sale of 50% and 100%, respectively, of the securities offered for sale by the Company.  There is no assurance that we will raise the full $50,000 as anticipated.

The above figures represent only estimated costs.  We will establish a separate bank account and all proceeds will be deposited into that account.  If necessary, Suresh Gupta, our sole officer and director, has verbally agreed to loan the company funds to complete the registration process but we will require full funding to implement our complete business plan.

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us.  The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company.  In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan.  Accordingly, the offering price should not be considered an indication of the actual value of the securities.

DILUTION

The price of the current offering is fixed at $0.01 per share. This price is significantly higher than the price paid by the Company’s sole director and officer for common equity since the Company’s inception on April 30, 2010.  Suresh Gupta, the Company’s sole officer and director, paid $.001 per share for the 8,000,000 shares of common stock he purchased from the Company.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

As of July 31, 2010, the net tangible book value of our shares of common stock was $7,867 or approximately $ 0.001 per share based upon 8,000,000 shares outstanding.

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If 100% of the Shares Are Sold:

Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 13,000,000 shares to be outstanding will be $48,867 or approximately $0.0038 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0028 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.01 per share to $0.0038 per share.

 After completion of this offering, if 5,000,000 shares are sold, investors in the offering will own 38.5% of the total number of shares then outstanding for which they will have made cash investment of $50,000, or $0.01 per share. Both the 38.5% ownership and $50,000 cash investment are in the aggregate. Our existing stockholders will own 61.5% of the total number of shares then outstanding, for which they have made contributions of cash totalling $8,000.00 or $0.001 per share.

If 50% of the Shares Are Sold

Upon completion of this offering, in the event 2,500,000 shares are sold, the net tangible book value of the 10,500,000 shares to be outstanding will be $26,867, or approximately $0.0026 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0016 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.01 per share to $0.0026 per share.

After completion of this offering investors in the offering will own approximately 23.8% of the total number of shares then outstanding for which they will have made cash investment of $25,000, or $0.01 per share. Both the 23.8% ownership and $25,000 cash investment are in the aggregate. Our existing stockholders will own approximately 76.2% of the total number of shares then outstanding, for which they have made contributions of cash totaling $8,000.00 or $0.001 per share.

The following table compares the differences of your investment in our shares with the investment of our existing stockholders.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATION

Our cash balance is $7,984 as of July 31, 2010.  We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time.  We have been utilizing and may utilize funds from Suresh Gupta, our Chairman, President, and Secretary, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees.  Mr. Gupta, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.  In order to achieve our business plan goals, we will need the funding from this offering and substantial additional funding. We are a development stage company and have generated no revenue to date.

Our independent registered public accountant has issued a going concern opinion.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated revenues and no revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand operations but we cannot guarantee that once we expand operations we will stay in business after doing so.  If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $50,000 from this offering, it will last one year, but we may need more funds to develop growth strategy, and we will have to revert to obtaining additional money.

Plan of Operation

After the effectiveness of our registration statement by the Securities and Exchange Commissions, we intend to concentrate our efforts on raising capital.  During this period, our operations will be limited due to the limited amount of funds on hand.  Upon completion of our public offering, our specific goal is to profitably rent automobiles. Our plan of operations following the completion is as follows:

ESTABLISH OUR OFFICE

Period: 1^st -2^nd months

Cost: $1,000-$3,000

Upon the completion of the offering, we plan to expand our office and acquire the necessary equipment we need to expand operations. We will spend our “office” budget on purchasing computers, office furniture and miscellaneous office supplies. Our sole officer and director will handle our administrative duties.

DEVELOP OUR WEBSITE

Period: 3-5 months

Cost: $1,000-$3,000

We plan to hire an independent contactor to develop our website. Our website will be used to list our services and our contact information.

PURCHASE RENTAL CARS

Period:  3^nd-5^th months

Cost: $8,000-$25,000

We plan to purchase two to three additional used cars to be used to rent to our customers. These will be relatively inexpensive domestic cars.

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CREATE A PROFILE AND BEGIN ADVERTISING ON SOCIAL NETWORK WEBSITES

Period 5^th-7^th months

Cost: $500-$1,500

We plan to make a profile of our company on social network websites such as Facebook, Twitter, and Linkedin. We will include links to company’s profile on our president’s personal social networking pages. We also plan to purchase advertising space from social network websites by designing and placing banners which will refer clients to our company profile.

DEVELOP OUR SOCIAL PROFILE

Period: 8^th-10^th months, and ongoing thereafter

Cost: $2,000-$5,000

We plan to keep developing our profile on the social network sites by doing the following:

1. Blogging

We plan to keep a company blog that is updated frequently and that includes personal input from company and clients. Blogging will help our company to get known and will also be helpful to boost our profile ranking during web searches.

2. Send E-NEWSLETTERS

We plan to send regular electronic newsletters, to customers who opt in to receive them, to keep customers in regular contact with our company.

3. Search Engine Optimizer

We will add Search engine optimized content to our website profile to help our site have a high page rank, and to boost traffic.  We will do this by reviewing our site’s content, and make sure it is relevant, well written, and makes good use of keywords and key phrases.

              4. Advertise in carrental guide websites
There are many websites that act as a guide to car rental businesses in various metropolitan areas. We will advertise our services on such sites.

HIRE RENTAL SALES PERSON-needs work

Period: 10-12 months.

Cost: 10% commission from gross revenue

We plan to hire rental sales person and advertising manager.

1) Rental sales person will be dealing with the customer service such as: answering the phone calls, and sighing rental contracts.

3) Advertising/research manager will promote our services with local body shops, insurance companies. His job also will be to advertise AAA Best Car Rental Inc. on internet sources, yellow pages, and newspaper.

Suresh Gupta, our president will be devoting approximately 50% of his time to our operations. Once we expand operations, and are able to attract more and more customers to buy our product, Mr. Gupta has agreed to commit more time as required. Because Mr. Gupta will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of operations

From Inception on April 30, 2010 to July 31, 2010

During the period we incorporated the company, prepared a business plan and executed three referral agreements with body shops.  Our loss since inception is $133 for filing costs related to the incorporation of the Company.  We have not meaningfully commenced our proposed business operations and will not do so until we have completed this offering.

Since inception, we have sold 8,000,000 shares of common stock to our sole officer and director for net proceeds of $8,000.

 LIQUIDITY AND CAPITAL RESOURCES

As of July, 2010, the Company had $7,984 cash and our liabilities were $117, comprising $117 owed to Suresh Gupta, our sole officer and director.  The available capital reserves of the Company are not sufficient for the Company to remain operational.

Since inception, we have sold 8,000,000 shares of common stock in one offer and sale, which was to our sole officer and director, at a price of $0.001 per share, for aggregate proceeds of $8,000.

To meet a small part our need for cash we are attempting to raise money from this offering. We cannot guarantee that we will be able to sell all the shares required. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus.  We will attempt to raise the necessary funds to proceed with all phases of our plan of operation.  The sources of funding we may consider to fund this work include a public offering, a private placement of our securities or loans from our director or others.

As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. The company’s sole officer and director, Suresh Gupta, has indicated that he may be willing to provide funds required to maintain the reporting status in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. Management believes if the company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the company. As such, any investment previously made would be lost in its entirety.

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital.  No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. The company anticipates over the next 12 months the cost of being a reporting public company will be approximately $10,000.   

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Management believes that if subsequent private offerings of our equity or debt securities generate sufficient funds so that we can complete our development program, we will likely generate revenue in the fall of 2012. However, such additional equity or debt financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

We are highly dependent upon the success of the private offerings of equity or debt securities, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations.  As a result, investors would lose all of their investment.

Management believes that current trends toward lower capital investment in start-up companies, volatility in the car rental market pose the most significant challenges to the Company’s success over the next year and in future years.  Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002.  This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.

Should the Company fail to sell less than all its shares under this offering the Company would be forced to scale back or abort completely the implementation of its 12-month plan of operation.

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company reports revenues and expenses using the accrual method of accounting for financial and tax reporting purposes.

USE OF ESTIMATES

Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property’s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.

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INCOME TAXES

AAA Best Car Rental Inc. accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used of financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Accounting Standards Codification Topic 820, “Disclosures About Fair Value of Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company’s financial instruments consist primarily of cash.

PER SHARE INFORMATION

The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period.

DESCRIPTION OF BUSINESS

GENERAL

We plan to offer discounted car rental services. We will offer used domestic cars for rent to our clients such as - Ford Taurus, Ford Focus , Buick Le Sabre , Chrysler Sebring, Chevrolet Impala, Chevrolet Lumina , Chevrolet Malibu, Chrysler Neon. The cars will be in range of 8-10 years old with 80.000-100.000 mileage. The cars will be purchased at wholesale auctions at price range of $2,000-$3,000.  

CLIENTS

We will service clients who don’t have good credit history and sufficient down payment to qualify for financing to purchase their own car and can’t afford high rates of conventional car rental companies. We plan to obtain our clients from referrals from local body shops, car towing companies and car insurance companies. Body shops will refer clients to us while their car is being worked on in the shop. Car towing companies will refer clients to us whose car is being towed due to being inoperatable. Insurance companies can refer clients to us when they need to provide a replacement vehicle to their clients after an accident.

REFERRAL CONTRACTS/VERBAL AGREEMENTS

Our goal is to form relationship with local body shops, insurance companies, and with other rental companies. Relationships with other rental companies are helpful in case we run out of rental cars, we can refer our clients to them and vice versa—result is good customer service and getting additional referrals.  

We have executed Car Rental Referral Agreement with following auto body repair shops:

       1) OCUA Auto of Paterson NJ .

       2) D&B Auto Repair of Paterson NJ.

Agreements are filed as exhibits to this registration statement, the main terms are:

1. The Auto body repair shops may refer potential customers to us for a referral fee.

2. The referral fee shall be calculated as  ten per cent (10%) of the net value of car rental  sold by the Company as a direct result of a referral

We also have verbal agreements with following companies:

1. S & Sam auto body shop of Lodi, NJ;  whereby the body shop will refer its customers to us in return of 10% referral fee commission.

2. M& S Towing of Saylorsburg, PA; whereby the company will tow our disabled car to our location in Paterson on $30/hour basis.

3. GPS Services of LANDAIRSEA of Woodstock, IL whereby the company has agreed to sell us GPS devices for our vehicles.

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GPS UNIT

Each car will have installed GPS units in it to allow for easy tracking.  GPS unit will lower the risk of our car being stolen or not returned to us. The unit will allow us to locate and recover the rented car in case it is not returned to us.  Our clients will be allowed to drive the cars within 100 miles zone from our location. This limit will reduce our car towing expense in case our car is inoperatable and will be included as one of the clauses in the customer rental agreement. Initially, our director will be responsible for all our administrative duties such as checking GPS positioning of the cars and arranging towing if needed.

REVENUE AND COSTS

We expect to rent our cars on average for: $15-$20 per day, 20 days per month. On average that equals to monthly revenue per car of $350.

We plan to re-sell insurance for our customer with $3 mark up per car per day. That will equal additional monthly revenue of $60 per car.

Our president has been a sole owner of a used car dealership for past two years. He has agreed to let us use his office facilities including, phone, internet, computer, printer, etc… until we set up our own office at no extra charge. He has also agreed to provide parking space for our rental cars at a rate of $20 per car per month. Additional expenses per each car per month are as follows:

Advertising:  $20 (yellow pages, newspaper, internet)

Car washing and detailing:  $10(washing liquid, rugs etc)

Oil and filter change: $10 per car per month

Towing fees $20

GPS system installation fee:  $150 per car per installation. Average monthly expense: $12.5

Insurance coverage for renting cars:  $50  

Average monthly car repair: $30

Total expense: $290

Our additional expenses are outlined in the “Use of Proceeds Section” To stay profitable; we will need to increase the number of our rental cars. The number of new rental cars that we purchase in the next twelve months will depend on the amount of funds that we raise with this offering and on the amount of the revenue that we generate.

Competition

There are few barriers of entry in the car rental business and level of competition is extremely high. There are many domestic and international car rental companies. We will be in direct competition with them. Many large car rental companies have greater financial capabilities than us and will be able to provide more favorable services to the potential customers. Many of these companies may have a greater, more established customer base than us.  We will likely lose business to such companies. Also, many of these companies will be able to afford to offer greater rental price than us which may also cause us to lose business.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Employees; Identification of Certain Significant Employees.

We have no employees other than our sole officer and director, Suresh Gupta who currently devotes approximately twenty hours per week to company matters. We intend to hire employees on an as needed basis.

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Offices

Our business office is located at E 16th Street, Paterson, NJ 07524.  This is the office provided by our Sole Officer and Director, Suresh Gupta.  Our telephone number is (973) 851-6863.  We do not pay any rent to Mr. Gupta and there is no agreement to pay any rent in the future. Upon the completion of our offering, we intend to establish an office elsewhere. As of the date of this prospectus, we have not sought or selected a new office sight.

Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.

Legal Proceedings 

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

The names, ages and titles of our executive officers and directors are as follows:

Suresh Gupta has acted as our President, Secretary, Treasurer and sole Director since our incorporation on April 30, 2010.  Suresh Gupta graduated from Allahabad University, Allahabad, India in 1975. He has earned a bachelor’s degree in accounting. From May 1989 till March 2007, he worked for Citi Group Inc on Wall Street in New York as an accountant. From April 2007 till present, Mr. Gupta has been owner of  S & Sam Auto body shop, a private company in Lodi, NJ. From April 2007 till present Mr. Gupta has also owned a used car dealership: Nationwide Auto Network in Paterson, NJ.

TERM OF OFFICE

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues.  Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, Suresh Gupta, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market.  The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us.  In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.  Had our board of directors made these determinations, our board of directors would have reviewed and discussed inf ormation provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

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SIGNIFICANT EMPLOYEES

We have no employees.  Our sole officer and director, Suresh Gupta, is an independent contractor to us and currently devotes approximately twenty hours per week to company matters.  After receiving funding pursuant to our business plan Mr. Gupta intends to devote as much time as the Board of Directors deems necessary to manage the affairs of the company.

We conduct our business through agreements with consultants and arms-length third parties. Currently, we have no formal independent contractor or consulting agreements in place.

EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the “Named Executive Officers”) from inception on April 30, 2010 until October 25, 2010:

Summary Compensation Table

There are no current employment agreements between the company and its officers.

Mr. Gupta currently devotes approximately twenty hours per week to manage the affairs of the Company.  He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries.  At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

Director Compensation

The following table sets forth director compensation as of October 25, 2010:

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Suresh Gupta will not be paid for any underwriting services that he performs on our behalf with respect to this offering.  

On July 16, 2010, we issued a total of 8,000,000 shares of restricted common stock to Suresh Gupta, our sole officer and director in consideration of $8,000.

Further, Mr. Gupta has advanced funds to us. As of July 31, 2010, Mr. Gupta advanced us $117. Mr. Gupta will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Gupta. Mr. Gupta will be repaid from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Mr. Gupta does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Gupta or the repayment of the funds to Mr. Gupta. The entire transaction was oral.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 31, 2010 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer.  Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition ri ghts.  As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 31, 2010.  As of July 31, 2010, there were 8,000,000 shares of our common stock issued and outstanding.

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PLAN OF DISTRIBUTION

AAA Best Car Rental Inc. has 8,000,00077,430,834 shares of common stock issued and outstandingoutstanding.

In connection withshares offered in this prospectus will be issued to, or sold by, the Company’s selling efforts instockholder. The selling stockholder and any brokers, dealers or agents, upon effecting the offering, Suresh Gupta will not register as a broker-dealer pursuant to Section 15sale of any of the Exchangeshares offered in this prospectus, are "underwriters" as that term is defined under the Securities Act but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under1933, as amended, or the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption fromor the broker-dealer registration requirementsrules and regulations under such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. Gupta is not subjectshares purchased by them may be deemed to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Gupta will not be compensated in connection with his participation in the offering by the payment ofunderwriting commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Gupta is not, no r has he been withindiscounts under the past 12 months, a broker or dealer,Securities Act.

AAA Best Car Rental Inc. will receive all proceeds from the sale of shares will be borne by the 5,000,000selling stockholder. The selling stockholder may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares being offered. if liabilities are imposed on that person under the Securities Act of 1933.

The Company’s shares may be sold to purchasersstock from time to time directly by and subjectunder this prospectus after we have filed an amendment to the discretionthis prospectus under Rule 424(b)(3) or any other applicable provision of the Company. Further,Securities Act of 1933 amending the Company will not offer its shares for sale through underwriters, dealers, agentslist of selling stockholders to include the pledgee, transferee or anyone whoother successors in interest as selling stockholders under this Prospectus.

In orderthe Securities Act of 1933 amending the list of selling stockholders to comply withinclude the applicable securities laws of certain states, the securities will be offeredpledgee, transferee or soldother successors in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which AAA Best Car Rental Inc.interest as selling stockholders under this prospectus.

In addition and without limiting the foregoing, the Company will be subjectagreed to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

AAA Best Car Rental Inc. will pay all fees and expenses incidentalincident to the registration of the shares (including registration pursuant toof common stock.

COMMON STOCK

The following is a summary of the material rights and restrictions associated with our common stock.

ANTI-TAKEOVER LAW

Currently, we have no Nevada shareholdersholders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, since this offeringin that event, the holders of the remaining shares will not be made inable to elect any of our directors.

outstanding common stock.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person inany future dividends will be at the successful defense of any action, suit or proceeding) is asserted by onediscretion of our director, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinionboard of directors after taking into account various factors, including our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

LEGAL MATTERS

financial condition, operating results, cash needs and growth plans.

M&K CPAS,PLLCAnslow & Jaclin, LLP. Anslow & Jaclin, LLP does not own any shares of our independent registered public accounting firm, has audited ourcommon stock.

and administrative contracted services, marketing, and consulting costs.