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

                                   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>

                             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
                                                                     ---------        ---------
<S>                                                                  <C>              <C>
                                    ASSETS

 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>
<CAPTION>
<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.


                                       13
<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 within 90 days of the filing date 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: August 22, 2005

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


                                       18