U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 1
                                 TO FORM 10-QSB
                                   (Mark One)

                              [X] QUARTERLY REPORT
                             PURSUANT TO SECTION 13
                                 OR 15(d) OF THE
                               SECURITIES EXCHANGE
                                   ACT OF 1934

                  For the Quarterly period ended June 30, 2005

     |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For
          the transition period from ______________ to ______________

                        Commission file number 000-28195

                             CARSUNLIMITED.COM, INC.

        (Exact name of small business issuer as specified in its charter)

        Nevada                                          11-3535204
     ------------                                     -------------
(State of Incorporation)                       (IRS Employer Identification No.)


            444 Madison Avenue, 23rd Floor, New York, New York 10022
                    (Address of principal executive offices)

                                  212-308-2233
                           (Issuer's telephone number)

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 registrants were
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes No[X ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practicable date: 31,125,000 shares of common
stock, par value $0.001 per share, as of August 17, 2005.

<PAGE>

                                EXPLANATORY NOTE

This Amendment No. 1 to our Quarterly Report on Form 10-QSB for the quarterly
period ended June 30, 2005 modifies the previously filed Form 10-QSB to clarify
certain information regarding the timing of our evaluation of our disclosure
controls and procedures. Except as required to reflect the changes noted above,
this Form 10-QSB/A does not attempt to modify or update any other disclosures
set forth in the original filing. Additionally, this Form 10-QSB/A does not
purport to provide a general update or discussion of any other developments at
the Company subsequent to the original filing. The filing of this Form 10-QSB/A
shall not be deemed an admission that the original filing, when made, included
any untrue statement of material fact or omitted to state a material fact
necessary to make a statement not misleading.

<PAGE>

CARSUNLIMITED.COM, INC.


                              INDEX TO FORM 10-QSB

Contents                                                                    PAGE

PART I.  FINANCIAL INFORMATION                                                1

ITEM 1: Condensed Unaudited Financial Statements                              1

Balance Sheets as of June 30, 2005 (Unaudited)
         and December 31, 2004 (Audited)                                      1

Statements of Operations for the Six Months Ended June 30, 2005
and 2004 and for the period from inception on March 7, 2000 to
June 30, 2005 (Unaudited)                                                     2

Statements of Operations for the Three Months Ended June 30, 2005
and 2004 and for the period from inception on March 7, 2000 to
June 30, 2005 (Unaudited)                                                     4

Statements of Cash Flows Operations for the Six Months Ended June
30, 2005 and 2004 and for the period from inception on March 7,
2000 to June 30, 2005 (Unaudited)                                             5

Notes to Condensed Unaudited Financial Statements                             7

ITEM 2: Management Discussion and Analysis                                   13

ITEM 3: Controls and Procedures                                              16


                           PART II. OTHER INFORMATION

ITEM 1:  Legal Proceedings                                                   17

ITEM 2:  Unregistered Sales of Equity Securities                             17

ITEM 3:  Defaults Upon Senior Securities                                     17

ITEM 4: Submission of Matters to a Vote of Security Holders                  17

ITEM 5: Other Information                                                    17

ITEM 6: Exhibits and Reports on Form 8-K                                     17

Signatures                                                                   18

Certifications                                                               19


<PAGE>

                          PART I. FINANCIAL INFORMATION

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                       June 30, 2005 and December 31, 2004


<TABLE>
<CAPTION>
                                                                  June 30, 2005   December 31, 2004
                                                                    Unaudited          Audited
                                                                     ---------        ---------
                                    ASSETS
<S>                                                                  <C>              <C>
 Cash                                                                $  54,875        $  10,672
                                                                     ---------        ---------

 Total Current Assets                                                   54,875           10,672
                                                                     ---------        ---------

 Total Assets                                                        $  54,875        $  10,672
                                                                     =========        =========


                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Account payable and accrued expenses                                $  86,660        $  57,912
 Payroll taxes payable                                                      --               --
 Notes payable-convertible                                              34,250           34,250
                                                                     ---------        ---------

 Total Current Liabilities                                             120,910           92,162

 Stockholders' Equity (Deficit):
 Common stock, $0.001 par value;
   and 31,125,000 and 30,125,000 shares
    issued and outstanding on
 June 30, 2005 and December 31, 2004                                    31,125           30,125
 Additional paid-in capital                                            888,346          789,345
(Less) subscriptions receivable                                           (200)            (200)
 (Deficit) accumulated during
  The development stage                                               (985,306)        (900,760)
                                                                     ---------        ---------

 Total Stockholders' Deficit                                           (66,035)         (81,490)
                                                                     ---------        ---------
Total Liabilities and
  Stockholders' Deficit                                              $  54,875        $  10,672
                                                                     =========        =========
</TABLE>


See notes to condensed unaudited financial statements.

                                        1

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004 AND INCEPTION ON MARCH 7, 2000
TO JUNE 30, 2005
(UNAUDITIED)


<TABLE>
<CAPTION>
                                                                             From Inception
                                               Six Months Ended             March 7, 2000 to
                                                    June 30                     June 30,
                                            2005               2004               2005
                                        -----------        -----------        -----------
<S>                                     <C>                <C>                <C>
Revenues:
Sales Commissions                       $        --        $        --        $   310,403
                                        -----------        -----------        -----------

Total Revenue                                    --                 --            310,403

Costs and Expenses:
Professional fees                            78,722             14,150            366,192
Salaries                                         --                 --            423,010
Commissions                                      --                 --             71,717
General and administrative                    3,161              4,127            391,678
                                        -----------        -----------        -----------

 Total Costs and Expenses                    81,883             18,277          1,252,597
                                        -----------        -----------        -----------

Operating Loss                              (81,883)           (18,277)          (942,194)

Other income and expenses:
Interest income                                  --                 --                213
Interest expense                             (2,662)                --            (52,875)
                                        -----------        -----------        -----------

Loss before extraordinary gain              (84,545)           (18,277)          (994,856)
Extraordinary gain:
Gain from extinguishments of debt                --                 --              9,551
                                        -----------        -----------        -----------

Net income (loss)                       $   (84,545)       $   (18,277)       $  (985,305)
                                        ===========        ===========        ===========
</TABLE>

                                        2

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004 AND INCEPTION ON MARCH 7, 2000
TO JUNE 30, 2005
(UNAUDITIED)
(CONTINUED)


<TABLE>
<S>                                    <C>                  <C>                  <C>
Earnings (loss)per common share:

Income from operation                  $       (0.00)       $       (0.00)       $       (0.03)
Extraordinary gain                                --                   --                   --
                                       -------------        -------------        -------------

Net income (loss)                      $       (0.02)       $       (0.00)       $      (0.035)
                                       =============        =============        =============

Weighted average common shares            30,125,000           30,092,033           27,181,904
                                       =============        =============        =============
</TABLE>

See notes to condensed unaudited financial statements.

                                        3

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)


                                                       Three Months Ended
                                                             June 30
                                                   2005                2004
                                               ------------        ------------
Revenues:
Sales Commissions                              $         --        $         --
                                               ------------        ------------
Total Revenue                                            --                  --

Costs and Expenses:
Professional fees                                    21,201              11,556
Salaries                                                 --                  --
Commissions                                              --                  --
General and administrative                            2,722               2,113
                                               ------------        ------------

 Total Costs and Expenses                            23,923              13,669
                                               ------------        ------------

Operating Loss                                      (23,923)            (13,669)


Other income and expenses:
Interest expenses                                      (213)                 --
                                               ------------        ------------

Income (loss) before Extraordinary items            (24,136)            (13,669)
                                               ------------        ------------

Extraordinary gain:
Gain from extinguishments of debt                        --                  --
                                               ------------        ------------

Net loss                                       $    (24,136)       $    (13,669)
                                               ============        ============

Earnings per common share:

Income from operation                          $      (0.00)       $      (0.00)
Extraordinary gain                                     0.00                  --
                                               ------------        ------------

Net income                                             0.00               (0.00)
                                               ============        ============

Weighted average common shares                   30,125,000          30,125,000
                                               ============        ============


See notes to condensed unaudited financial statements.

                                        4

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004 AND INCEPTION ON MARCH 7, 2000
TO JUNE 30, 2005
(UNAUDITIED)


<TABLE>
<CAPTION>
                                                                               From Inception
                                                   Six Months Ended           March 7, 2000 to
                                                        June 30,                  June 30,
                                                 2005             2004             2005
                                               ---------        ---------        ---------
<S>                                            <C>              <C>              <C>
Cash Flows From Operating Activities:
 Net loss (gain)                               $ (84,545)       $ (18,277)       $(985,305)
Adjustments to reconcile net loss to
  net cash used in Operating Activities:
Depreciation and Amortization                         --               --            3,311
Write down of fixed assets                            --               --            6,377
Interest exp - beneficial conversion                  --               --           50,213
Stock issued for services                             --               --          360,350
Accounts payable and accrued expenses             28,748           (5,987)          86,660
Salaries payable - Officer                            --               --          113,212
109,734
                                               ---------        ---------        ---------

Net cash provided by (Used in)
  Operating Activities                           (55,797)         (24,264)        (365,182)

Cash Flows used in Investing Activities
Purchase of equipment                                 --               --           (9,688)
                                               ---------        ---------        ---------

Cash (Used) in Investing Activities                   --               --           (9,688)
                                               ---------        ---------        ---------

Cash Provided by Financing Activities
Common stock                                       1,000            5,000          269,750
Notes payable convertible                         99,000           34,250           62,250
Additional paid in capital                            --               --           97,745
                                               ---------        ---------        ---------

Net cash provided by (Used in)
 Financing Activities                            100,000           39,250          429,745
                                               ---------        ---------        ---------
</TABLE>


See notes to condensed unaudited financial statements.

                                        5

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004 AND INCEPTION ON MARCH 7, 2000
TO JUNE 30, 2005
(UNAUDITIED)
(CONTINUED)


                                                          From Inception
                                     Six Months Ended    March 7, 2000 to
                                         June 30              June 30,
                                    2005          2004          2005
                                  -------       -------       -------

Net increase in cash               44,203        14,986        54,875
Cash at beginning of period        10,672         2,143            --
                                  -------       -------       -------

Cash at end of period             $54,875       $17,129       $54,875
                                  =======       =======       =======


See notes to condensed unaudited financial statements.

                                        6

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB of item 310(b) of
Regulation S-B. Accordingly they do not include all of the information and
footnotes necessary for a fair presentation of financial condition, results of
operations and cash flows in conformity with generally accepted accounting
principles. In the opinion of management, the interim condensed financial
statements included herewith contain all adjustments (consisting of normal
recurring accruals and adjustments) necessary for their fair presentation. The
unaudited interim condensed financial statements should be read in conjunction
with the Company's audited financial statements for the year ended December 31,
2004, filed on Form 10-KSB.

NATURE OF OPERATIONS

Carsunlimited.com, Inc. (the "Company") was formed in Nevada on March 7, 2000.
The Company is a development stage company with limited operations and revenues
and only nominal assets. Its intended purpose was to offer users the ability to
search a database that contained products and information about the automobile
industry, new and used car sales (classified ads), as well as automotive
products such as extended warranty information and anti-theft body part marking.
The Company has adopted December 31 as its year-end.

The Company tried to develop its website and its operations were limited to
marketing various lease products directly through automobile dealers. The
Company arranged for the dealer to market the products to their automotive
customers and collect the costs and fees. The Company received commissions from
the third party administrators.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
which affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

                                        7

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

Substantially all of the Company's assets and liabilities are carried at fair
value or contracted amounts, which approximate fair value.

Income (Loss) Per Common Share

Net (loss) per common share is based on the weighted average of common shares
outstanding during the period.

Income Taxes

We have had a net operating loss ("NOL") carryforward expiring in 2022. No tax
benefit has been reported in the financial statements because the potential tax
benefit of the net operating loss carryforwards are completely offset by a
valuation allowance of the same amount because of the uncertainty of the Company
realizing future taxable income. Also, because of substantial changes in
ownership of the Company stock, the NOL is subject to severe Internal Revenue
Code limitations.

Going Concern

We are a development stage company with limited operations, no substantial,
continuing source of revenues, only nominal assets, and working capital and
stockholders' deficits. Present operations require substantial capital and until
revenues are sufficient to fund ongoing operations. We will be highly dependent
on external sources of financing to allow us the opportunity to find a suitable
operating entity. The Company has no internal sources of liquidity and does not
expect to generate any positive cash flows in the immediate future. These
conditions raise substantial doubt about its ability to continue as a going
concern.

NEW ACCOUNTING PRONOUNCEMENTS

In November 2003 and March 2004, the Emerging Issues Task Force (EITF) reached a
consensus on Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and
Its Application to Certain Investments." The consensus reached requires
companies to apply new guidance for evaluation whether an investment is
other-than-temporarily impaired and also requires quantitative

                                        8

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NEW ACCOUNTING PRONOUNCEMENTS (Continued)

and qualitative disclosure of debt and equity securities, classified as
available-for-sale or held-to-maturity, that are determined to be only
temporarily impaired at the balance sheet date. In September 2004, the adoption
date of the consensus was indefinitely delayed as it relates to the measurement
and recognition of impairment losses for all securities in the scope of
paragraphs 10-20 of Issue No. 03-1. The disclosures prescribed by Issue No. 03-1
and guidance related to impairment measurement prior to the issuance of this
consensus continue to remain in effect. Adoption is not expected to have a
material impact on our consolidated earnings, financial position or cash flows.

In December 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 132(R) "Employers' Disclosure about Pensions and Other Post-retirement
Benefits." ("SFAS No. 123(R)"). This standard increases the existing disclosure
requirements by requiring more details about pension plan assets, benefit
obligations, cash flows, benefit costs and related information. The expanded
disclosure require that plan assets be segregated by category, such as debt,
equity and real estate, and that disclosures on certain expected rates of return
be incorporated. SFAS No. 132(R) will also require us to disclose various
elements of pension and post-retirement benefit costs in interim-period
financial statements. We adopted SFAS No. 132(R) in 2003. The Company does not
have a pension plan or post retirement benefits.

In September 2004, the EITF reached a consensus regarding Issue No. 04-8, "The
Effect of Contingently Convertible Instruments on Diluted Earnings Per Share,"
("Issue No. 04-8") requiring that the dilative effect of contingent convertible
debt instruments ("CoCos") be included in diluted earnings per share
calculations for all periods (if dilutive), regardless of whether the triggering
contingency has been satisfied. Adoption of Issue No. 04-8 requires retroactive
restatement of prior period dilutive earnings per share for CoCos outstanding at
the implementation date. The Company does not have contingently convertible
instruments and the adoption of this consensus for periods ending after December
15, 2004 did not have a material impact on diluted earnings per share for the
six months ended June 30, 2005.

In September 2004, the EITF reached a consensus on Issue No. 04-1 "Accounting
for Preexisting Relationships between the Parties to a Business Combination,"
which requires that preexisting relationships between two parties of a business
combination be settled prior to the combination. The EITF also addresses the
measurement and recognition of settlements related to preexisting receivables
and payables, executory contracts, intangible asset rights, and gain settlements
among the parties to a business combination. This consensus is effective for the
fiscal year 2005. Adoption did not have a material impact on our consolidated
earnings, financial position or cash flows.

                                        9

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE 5. NEW ACCOUNTING PRONOUNCEMENTS (Continued)

In September 2004, the EITF reached a consensus on Issue No. 04-10, "Applying
Paragraph 19 of FASB Statement No. 131, Disclosure about Segments of an
Enterprise and Related Information ("SFAS No. 131"), in Determining Whether to
Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds."
("Issue No. 04-10"). Issue No. 04-10 clarifies the criteria for aggregating an
operating segment that does not meet all of the aggregation criteria in
paragraph 17 of SFAS No. 131, but also falls below the quantitative criteria
that would dictate that the segment be reported separately. The consensus
reached would enable an entity to aggregate two or more segments that have
similar economic characteristics and share a majority of the aggregation
criteria in paragraph 17 of SFAS No. 131. Although Issue No. 04-10 was to be
effective immediately, in November 2004 the EITF delayed the implementation of
this issue in order to have its effective date coincide with a related FASB
Staff Position (FSP), which will clarify the meaning of similar economic
characteristics. Issue No. 04-10 is to be applied by retroactive restatement of
previous periods. Adoption of Issue No. 04-10 is not expected to have an impact
on our consolidated earnings, financial position or cash flows.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of Accounting Research Bulletin No. 43, Chapter 4," which adopts wording from
the International Accounting Standards Board's ("IASB") IAS 2 "Inventories" in
an effort to improve the comparability of cross-border financial reporting. The
FASB and IASB both believe the standards have the same intent; however, an
amendment to the wording was adopted to avoid inconsistent application. The new
standard indicates that abnormal freight, handling costs, and wasted materials
(spoilage) are required to be treated as current period charges rather than as a
portion of inventory cost. Additionally, the standard clarifies that fixed
production overhead should be allocated based on the normal capacity of a
production facility. The Statement is effective beginning in fiscal year 2007.
Adoption is not expected to have a material impact on our consolidated earnings,
financial position or cash flows.

In December 2004, the FASB issued FSP FAS 109-1, "Application of FASB Statement
No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified
Production Activities Provided by the American Jobs Creation Act of 2004." ("FSP
109-1") The FSP 109-1 clarifies that the manufacturer's deduction provided for
under the American Jobs Creation Act of 2004 should be accounted for as a
special deduction in accordance with SFAS No. 109, "Accounting for Income
Taxes," and not as a tax rate reduction. The Qualified Production Activities
Deduction will not impact our consolidated earnings, financial position or cash
flows for fiscal year 2005 because the deduction is not available to us. We are
currently evaluating the effect that this deduction will have in subsequent
years.

                                       10

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE 5. NEW ACCOUNTING PRONOUNCEMENTS (Continued)

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123") and supercedes APB Opinion No. 25, "Accounting for
Stock Issued to Employee. SFAS 123R requires that all share-based payments to
employees, including grants of employee stock options, be recognized in the
financial statements based on their fair values, beginning with the first
interim or annual period after June 15, 2005, with early adoption encouraged.
The pro forma disclosures previously permitted under SFAS 123, no longer will be
an alternative to financial statement recognition. We are required to adopt SFAS
123R in the fiscal year 2006. Under SFAS 123R, we must determine the appropriate
fair value model to be used in valuing share-based payments the amortization
method for compensation cost and the transition method to be used at the date of
adoption. Upon adoption, we may choose from two transition methods: the
modified-prospective transition approach or the modified-retroactive transition
approach. Under the modified-prospective transition approach we would be
required to recognize compensation cost for awards that were granted prior to,
but not vested as of the date of adoption. Prior periods remain unchanged and
pro forma disclosures previously required by SFAS No. 123 continue to be
required. Under the modified-retrospective transition method we would be
required to restate prior periods by recognizing compensation cost in the
amounts previously reported in the pro forma disclosure under SFAS No. 123.
Under this method, we would be permitted to apply this presentation to all
periods presented or to the start of the fiscal year in which SFAS No. 123R is
adopted. We would also be required to follow the same guidelines as in the
modified-prospective transition method for awards granted subsequent to adoption
and those that were granted and not yet vested. We are currently evaluating the
requirements of SFAS 123R and its impact on our consolidated results of
operations and earnings per share. We have not yet determined the method of
adoption or the effect of adopting SFAS 123R, and it has not been determined
whether the adoption will result in amounts similar to the current pro forma
disclosures under SFAS 123.

                                       11

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE 5. NEW ACCOUNTING PRONOUNCEMENTS (Continued)

In December 2004, the FASB issued FSP No. 109-2, "Accounting and Disclosure
Guidance for the Foreign Earnings Repatriation Provision within the American
Jobs Creation Act of 2004" ("FSP 109-2"). This position provides guidance under
FASB Statement No. 109 ("SFAS 109"), "Accounting for Income Taxes", with respect
to recording the potential impact of the repatriation provisions of the American
Jobs Creation Act of 2004 (the "Jobs Act") on enterprises income tax expense and
deferred tax liability. The Jobs Act was enacted on October 22, 2004. FSP 109-2
states that an enterprise is allowed time beyond the financial reporting period
of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment
or repatriation of foreign earnings for purposes of applying SFAS 109. The
Company does not have accumulated income earned abroad and The Act and the FSP
No. 109-2 do not have any effect on the Company's financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- An Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions"
("SFAS 153"). SFAS 153 eliminates the exception from fair value measurement for
nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB
Opinion No. 29, "Accounting for Nonmonetary Transactions," and replaces it with
an exception for exchanges that do not have commercial substance. SFAS 153
specifies that a nonmonetary exchange has commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange. SFAS 153 is effective for fiscal periods beginning after June 15,
2005. We have considered SFAS 153 and have determined that this pronouncement is
not applicable to our current operations.

In November 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions- An amendment of SFAS No. 66 and 67". ("SFAS No. 152")
This statement amends SFAS No. 66," Accounting for Sales of Real Estate, to
reference the financial accounting and reporting guidance for real estate
time-sharing transactions which is provided in AICPA Statement of Position
("SOP") 04-2, "Accounting for Real Estate Time-Sharing Transaction." ("SOP
04-2") This statement also amends SFAS No. 67, "Accounting for Costs and Initial
Rental Operations of Real Estate Projects," to state the guidance for (a)
incidental costs and (b) costs incurred to sell real estate projects does not
apply to real estate time-sharing transactions. The accounting for those costs
is subject to guidance in SOP 04-2. SFAS 152 is effective for fiscal years
beginning after June 15, 2005. We have considered SFAS 152 and have determined
that this pronouncement is not applicable to our current operations.

NOTE 6. COMMON STOCK

During the first quarter, we sold 750,000 shares of common stock for $75,000. We
did not issue any shares for the quarter ended June 30, 2005.

                                       12

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

ITEM 2. Management's Discussion and Analysis

The following discussion should be read along with our financial statements,
which are included in another section of this 10-QSB. This discussion contains
forward-looking statements about our expectations for our business and financial
needs. These expectations are subject to a variety of uncertainties and risks
that may cause actual results to vary significantly from our expectations. The
cautionary statements made in this Report should be read as applying to all
forward-looking statements in any part of this 10-QSB.

We were incorporated on March 7, 2000 as a Nevada Corporation. We have adopted
December 31 as our year-end. We are a development stage company with limited
operations and revenues and only nominal assets. Any reference in this document
to "the Company," "our", "we" or "us" refers to Carsunlimited.com, Inc. We
provided products and information related to the auto industry to our customers
through our Web site using classified ads and affiliate link programs.

Analysis of Financial Condition.

As of June 30, 2005, we had cash reserves of $54,875 and no other liquid assets
or resources. From December 31, 2004 our cash had increased by $44,203. On June
30, 2005, we had total current liabilities of $120,910 compared with $92,162 on
December 31, 2004. Our liabilities include accounts payable of $86,660 and loan
payable to shareholder of $34,250. We will need additional capital to implement
our business plans successfully. If we are not able to raise sufficient capital
through the sale of equity or debt, we may not be able to successfully implement
our business plan.

Results of Operations

Carsunlimited.com had no revenues for the six months ended June 30, 2005 and for
the period ending June 30, 2004. The Company had no sales activities in 2004 and
the three months ended June 30, 2005.

Expenses for professional services increased by 456% from $14,150 to $78,722 for
the quarter ended June 30, 2004 compared to the quarter ended June 30, 2005. The
main reason for this increase was professional fees associated with audit
matters.

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<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

Results of Operations (Continued)

General and administrative expenses decreased by 23% from $3,161 for the six
months ended June 30, 2005, as compared to $4,127 in the same period of the
previous year. The total expenses increased by 348% to $81,883 during the
six-month period ending June 30, 2005. Our expenses for the quarter ended June
30, 2004 were $18,277.

We had a net loss of $84,545 for the six-month period ending June 30, 2005
compared to a net loss of $18,277 for the period ending June 30, 2004. The
increase in net loss is attributed to an increase in our professional expenses
for the period.

Plan of Operations

On June 11, 2003, Anthony Genova, Jr., Lawrence Genova, William Quinn, Joseph
Marks, Mark Makropoplous, (collectively, "Sellers"), the former majority
stockholders and officers and directors of CarsUnlimited.Com, Inc. entered into
a share purchase agreement (the "Share Purchase Agreement") with ODC Partners,
LLC ("ODC") which was consummated on June 13, 2003. Pursuant to the Share
Purchase Agreement, ODC purchased 19,931,000 shares of the Company's common
stock, par value $.001 per share owned by the Sellers for an aggregate purchase
price of $69,793. Now ODC owns 76% of the outstanding shares of the registrant
and is considered the controlling entity.

In connection with the transaction, the Company's principal executive offices
are now located at 444 Madison Avenue, 18th Floor, New York, New York 10022.

As contemplated by the Share Purchase Agreement, signed on June 13, 2003, by
action of the board of directors of the Company (the "Board"), the number of
persons comprising the Board was increased from five persons to six persons. As
a result of this action, and the Board resignations of Messrs. Marks,
Makropoplous, Quinn and Lawrence Genova on June 13, 2003, there then existed
four vacancies on the Board. Anthony Genova, Jr., the remaining member of the
Board, appointed Mr. Daniel Myers, as designee of ODC, to fill one of the
vacancies. In addition, also by action of the Board, the number of persons
comprising the Board will be decreased to one (1) person, effective ten days
following the mailing of an Information Statement to all stockholders of the
Company in compliance with Section 14(f) of the Securities Exchange Act of 1934
and Rule 14f-1. On December 27, 2003, 10 days after the mailing of an
information statement of Form 14f-1, Mr. Genova's resignation as a member of the
board of directors became effective.

As part of the agreement, Anthony J. Genova, Jr. resigned and converted $100,000
of accrued salaries due to him in the form of 100,000 shares of common stock. As
of June 13, 2003, Daniel Myers became our sole director and executive officer of
the Company.

                                       14

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

Liquidity and Capital Resources

Since inception, we have used more cash than we have generated. Because of the
continued need for working capital to fund the business, we expect to experience
negative operating cash flow for the foreseeable future.

On July 1, 2003, ODC our largest shareholder, entered into a Revolving
Convertible Credit Agreement with the Company, which requires ODC to lend the
Company up to $100,000 during the credit period. The loan will be evidenced by
promissory note which bears interest at the rate of prime plus 2% and is due and
payable on June 30, 2004. The loans are convertible, at the option of ODC
Partners into common stock of the Company at the rate of $.01 per share.
Additionally, we issued 250,000 shares valued at $25,000 in exchange for
consulting services.

On May 5, 2005, Carsunlimited.com, Inc. (the "Company") issued a press release
announcing that the letter of intent to acquire Sea Change Group, LLC, a
privately held New York limited liability company, had been terminated.

Outlook

At this time we do not have the financial resources to attain profitable
operations. We maintain our Revolving Convertible Credit Facility with ODC under
which ODC will lend us up to $100,000 during the credit period. Additionally, in
March 2005, we sold 750,000 shares of our common stock at $0.10 per share to
three accredited investors.

                                       15

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time period specified in the rules
and forms of the Securities and Exchange Commission. Based upon their evaluation
of those controls and procedures performed as of the end of the period covered
of this report, the Chief Executive and Chief Financial Officer of the Company
concluded that the Company's disclosure controls and procedures were adequate.

Changes in Internal Controls

The Company made no significant changes in its internal controls or in other
factors that could significantly affect those controls subsequent to the date of
the evaluation of those controls by the Chief Executive Officer and Chief
Financial Officer.

                                       16

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

                           PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

None

ITEM 2. Changes in Securities

There have been no changes in the instruments defining the rights or rights
evidenced by any class of registered securities.

There have been no dividends declared.

ITEM 3. Defaults Upon Senior Securities

None

ITEM 4. Submission of Matters to Vote of Security Holders

None

ITEM 5. Other Information

None

ITEM 6. Exhibits and Reports on Form 8-K

(a) Exhibits

31.1 Certification of Chief Executive Officer and Principal Financial Officer
Pursuant to Rule 13a-14(a) and 15d-14(a).*

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of Sarbanes-Oxley Act of 2002.*

* Filed herewith.

(b) Reports on Form 8-K

There were no reports filed on a Form 8-K for the second quarter ended June 30,
2005.

                                       17

<PAGE>

                                CARSUNLIMITED.COM

SIGNATURES:

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Carsunlimited.com
(Registrant)


                        Date: January 6, 2006

                        /s/ Daniel Myers
                        --------------------------
                        Chief Executive Officer,
                        President and Director - Daniel Myers

                                      18