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 September 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 [X ] No[ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate  the  number of shares  outstanding  of each of the  issuer's  class of
common stock, as of November 11, 2005: 31,125,000


<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 ofSeptember 30, 2005 (Unaudited)
         and December 31, 2004 (Audited)                                       1

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

Statements of Operations for the Three Months Ended September 30, 2005
 and 2004 (Unaudited)                                                          4

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

Notes to Condensed Unaudited Financial Statements                              7

ITEM 2:  Management Discussion and Analysis                                   11

ITEM 3:  Controls and Procedures                                              12

PART II. OTHER INFORMATION

ITEM 1:  Legal Proceedings                                                    13

ITEM 2:  Unregistered Sales of Equity Securities                              13

ITEM 3:  Defaults Upon Senior Securities                                      13

ITEM 4: Submission of Matters to a Vote of Security Holders                   13

ITEM 5: Other Information                                                     13

ITEM 6: Exhibits                                                              14

Signatures                                                                    14

Certifications                                                                15

<PAGE>

PART I.  FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                                                September 30,   December 30,
                                                                    2005           2004
                                                                  Unaudited       Audited
                                                                 -----------    -----------
<S>                                                              <C>            <C>
                                     ASSETS
 Cash                                                            $    19,741    $    10,672
                                                                 -----------    -----------

 Total Current Assets                                                 19,741         10,672
                                                                 -----------    -----------

 Total Assets                                                    $    19,741    $    10,672
                                                                 ===========    ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Account payable and accrued expenses                            $   102,767    $    57,912
 Notes payable-convertible                                            34,250         34,250
                                                                 -----------    -----------

 Total Current Liabilities                                           137,017         92,162

 Stockholders' Equity (Deficit):
 Common stock, $0.001 par value;
   50,000,000 shares authorized and
   31,125,000 and 30,125,000 shares
   issued and outstanding on
   September 30, 2005 and 2004,
   respectively                                                       31,125         30,125
 Additional paid-in capital                                          888,346        789,345
(Less) subscriptions receivable                                         (200)          (200)
 Deficit accumulated during
  the development stage                                           (1,036,547)      (900,760)
                                                                 -----------    -----------

 Total Stockholders' Deficit                                        (117,276)       (81,490)
                                                                 -----------    -----------
Total Liabilities and
  Stockholders' Deficit                                          $    19,741    $    10,672
                                                                 ===========    ===========
</TABLE>

             See notes to condensed unaudited financial statements.

                                   F-1

<PAGE>

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

                                                                From Inception
                                        Nine Months Ended      March 7, 2000 to
                                          September 30,           September 30,
                                        2005          2004            2005
                                    -----------    -----------    -----------
Revenues:
Sales Commissions                   $        --    $        --    $   310,403
                                    -----------    -----------    -----------

Total Revenue                                --             --        310,403

Costs and Expenses:
Professional fees                       128,600         16,640        416,070
Salaries                                     --             --        423,010
Commissions                                  --             --         71,717
General and administrative                3,797          5,931        392,314
                                    -----------    -----------    -----------

 Total Costs and Expenses               132,397         22,571      1,303,111
                                    -----------    -----------    -----------

Operating Loss                         (132,397)       (22,571)      (992,708)

Other income and expenses:
Interest income                             213
Interest expense                         (3,390)            --        (53,603)
                                    -----------    -----------    -----------

Loss before extraordinary gain         (135,787)       (22,571)    (1,046,098)
Extraordinary gain:
Gain from extinguishments of debt            --             --          9,551
                                    -----------    -----------    -----------


Net income (loss)                   $  (135,787)   $   (22,571)   $(1,036,547)
                                    ===========    ===========    ===========


                                       F-2

<PAGE>

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

Earnings (loss) per common share:

Income from operation                $    (0.00)    $    (0.00)     $    (0.03)
                                     ----------     ----------
Net loss (loss)                      $    (0.00)    $    (0.00)
                                     ==========     ==========

Weighted average common shares       30,795,330     30,104,853


See notes to condensed unaudited financial statements.

                                       F-3

<PAGE>

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

                                                Three Months Ended
                                                    September 30
                                               2005            2004
                                           ------------    ------------
Revenues:
Sales Commissions                          $         --    $         --
                                           ------------    ------------

Total Revenue                                        --              --

Costs and Expenses:
Professional fees                                49,878           2,490
Salaries                                             --              --
Commissions                                          --              --
General and administrative                          634           1,804
                                           ------------    ------------

 Total Costs and Expenses                        50,512           4,294
                                           ------------    ------------

Operating Loss                                  (50,512)         (4,294)


Other income and expenses:
Interest expenses                                  (728)             --
                                           ------------    ------------

Income (loss) before Exchaordinary items        (51,240)         (4,294)
                                           ------------    ------------

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

Net gain (loss)                            $    (51,240)   $     (4,294)
                                           ============    ============

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               31,125,000      30,104,853
                                           ============    ============

See notes to condensed unaudited financial statements.


                                       F-4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                       From Inception
                                           Nine Months Ended           March 7, 2000 to
                                             September 30,              September 30,
                                                 2005              2004               2005
                                              -----------       -----------       -----------
<S>                                           <C>               <C>               <C>
Cash Flows From Operating Activities:
 Net loss (gain)                              $  (135,787)      $   (22,571)      $ 1,036,547)
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                          25,000                --           360,350
Accounts payable and accrued expenses              44,856            (7,973)          102,768
Salaries payable - Officer                             --                --           113,212
                                              -----------       -----------       -----------

Net cash provided by (Used in)
  Operating Activities                            (65,931)          (30,544)         (400,316)

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

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

Cash Provided by Financing Activities
Issuance of Common stock                           75,000             5,000           269,750
Notes payable convertible                              --            24,250            62,250
Additional paid in capital                             --                --            97,745
                                              -----------       -----------       -----------

Net cash provided by (Used in)
 Financing Activities                              75,000            29,250           429,745
                                              -----------       -----------       -----------
</TABLE>

See notes to condensed unaudited financial statements.


                                       F-5

<PAGE>


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

                                                        From Inception
                              Nine Months Ended        March 7, 2000 to
                                 September 30            September 30,
                                     2005           2004         2005
                                 -----------      -----------       -----------

Net decrease in cash                   9,069           (1,294)           19,741
Cash at beginning of period           10,672            2,143                --
                                 -----------      -----------       -----------

Cash at end of period            $    19,741      $       849       $    19,741
                                 ===========      ===========       ===========

See notes to condensed unaudited financial statements.


                                       F-6

<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS

NOTE 1.  NATURE OF OPERATIONS

Carsunlimited.com,  Inc. ("Cars" or the "Company") was formed in Nevada on March
7, 2000.  Cars 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. Cars has adopted December 31 as its year-end.

Cars  developed a website to market  various leased  products  directly  through
automobile  dealers.  We  arranged  for dealer to market the  products  to their
automotive  customers  and collect the costs and fees.  We received  commissions
from the third party administrators. Even though our business has been curtailed
it is our intention to maintain the website.

On June 13, 2003, the former majority stockholders and officers and directors of
Carsunlimited.com,  Inc.  entered  into an  agreement  with  ODC  Partners,  LLC
("ODC"),  and a  Delaware  limited  liability  company.  Pursuant  to the  Share
Purchase  Agreement,  ODC purchased  19,931,000  shares of the Company's  Common
stock, par value $.001 per share for an aggregate purchase price of $69,793.  As
a result of this  transaction,  ODC became the beneficial owner of approximately
76% of theour outstanding Common Stock. ODC will now direct Cars operations.

In connection with the  consummation  of the  transaction,  Anthony Genova,  Jr.
resigned as President of Cars effective  June 13, 2003. The Board  appointed Mr.
Daniel Myers as the new Chief Executive Officer, President and Secretary on that
date.

In connection  with the  transaction,  our principal  executive  offices are now
located at 444 Madison Avenue, 23rd Floor, New York, New York 10022.


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


ESTIMATES AND ASSUMPTIONS

The  preparation  of financial  statements,  in  conformity  with the  generally
accepted  accounting  principles,  requires  management  to make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  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.


                                       F-7


<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

REVENUE RECOGNITION SALES COMMISSIONS

Sales  commissions are recognized in the period in which they are earned,  using
the accrual basis of accounting. Sales commissions are earned as a percentage of
the total fee charged the customer at the time of the completion of the sale for
the particular type of automotive product.

EQUIPMENT AND FURNITURE

Equipment  and  furniture  is  stated at cost.  Depreciation  is  recorded  on a
straight-line basis over the estimated useful lives of 5 years. The depreciation
expense for 2002 and 2001 were $158 and $2,388, respectively.

Cars follows the provisions of the Statement of Financial  Accounting  Standards
("SFAS") No. 121  "Accounting  for the  Impairment of Long-Lived  Assets and for
Long-Lived Assets to be disposed of". SFAS 121 establishes  accounting standards
for the impairment of long-lived assets and certain identifiable  intangibles to
be held and used and for long-lived assets and certain identifiable  intangibles
to be disposed of.

We review the carrying  values of its  long-lived  and  identifiable  intangible
assets for  possible  impairment  whenever  events or  changes in  circumstances
indicate that the carrying amount of the assets may not be recoverable.


WEBSITE DEVELOPMENT COSTS

Website  development  consists of fees and costs in designing  our website.  The
cost of this development has been expensed and is included in start-up expenses.
Maintenance costs will be charged to expense as incurred.

COSTS  ASSOCIATED  WITH  RAISING  CAPITAL

Cars  has  recorded  the  fees  paid  to  consultants,  accountants,  and  other
professionals  for  assistance  in raising funds as a charge to the statement of
operations. These fees and costs were paid primarily in common stock recorded at
its fair value of $0.10 per share as determined by management.


                                       F-8


<PAGE>


                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

FAIR VALUE OF FINANCIAL INSTRUMENTS

Substantially  all of our assets and  liabilities  are  carried at fair value or
contracted amount, which approximate fair value.


(LOSS) PER COMMON SHARE

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


RECENTLY ISSUED ACCOUNTING STANDARDS

In November 2002, the EITF finalized its consensus on EITF Issue 00-21, "Revenue
Arrangements with Multiple Deliverables" ("EITF00-21"),  which provides guidance
on the method of revenue  recognition  for sales  arrangements  that include the
delivery  of  more  than  one  product  or  service.  EITF  00-21  is  effective
prospectively  for arrangements  entered into in fiscal periods  beginning after
June 15, 2003.  Under EITF 00-21,  revenue must be allocated to all deliverables
regardless of whether an individual  element is incidental or  perfunctory.  The
adoption of EITF 00-21 did not have a material  impact on the Company's  results
of operations or financial position.

In  January  2003,  the FASB  issued  FASB  Interpretation  No.  46 ("FIN  46"),
"Consolidation of Variable Interest  Entities." FIN 46 clarifies the application
of Accounting Research Bulletin No. 51, "Consolidated  Financial Statements," to
certain entities in which equity investors do not have the  characteristics of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support from other  parties.  FIN 46 applies  immediately  to variable  interest
entities  ("VIE's")  created  after  January 31, 2003,  and to VIE's in which an
enterprise  obtains an  interest  after  that date.  On October 9, 2003 the FASB
issued FASB Staff Position No. FIN 46-6 "Effective  Date of FASB  Interpretation
No.46   Consolidation   of  Variable   Interest   Entities,"  which  defers  the
implementation  date for public  entities  that hold an  interest  in a variable
interest entity or potential variable interest entity from the first fiscal year
or interim period  beginning after June 15, 2003 to the end of the first interim
or annual period ending after December 15, 2003.  This deferral  applies only if
1) the variable  interest  entity was created before February 1, 2003 and 2) the
public  entity has not  issued  financial  statements  reporting  that  variable
interest  entity in accordance with FIN 46, other than  disclosures  required by
paragraph 26 of FIN 46. The adoption of FIN 46 did not have a material impact on
the Company's financial position, liquidity or results of operations.

                                       F-9


<PAGE>


                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In May 2003,  the FASB issued  SFAS No.  149,  "Amendment  of  Statement  133 on
Derivative  Instruments and Hedging Activities." ("SFAS No. 149") This Statement
amends  and  clarifies   financial   accounting  and  reporting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts  (collectively  referred to as derivatives) and for hedging activities
under FASB

Statement  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities."  SFAS No. 149 is effective for  contracts  entered into or modified
after June 30, 2003,  and for hedging  relationships  designated  after June 30,
2003.  The  adoption  of SFAS No. 149 did not  materially  impact the  Company's
financial position or results of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of both  Liabilities and Equity." ("SFAS No.
150") The statement requires that an issuer classify financial  instruments that
are within its scope as a liability.  Many of those  instruments were classified
as equity under previous  guidance.  SFAS No. 150 is effective for all financial
instruments  entered  into or  modified  after May 31,  2003.  Otherwise,  it is
effective  on July 1, 2003  except  for  mandatory  redeemable  non  controlling
(minority)  interest  which,  on October  29,  2003,  the FASB  decided to defer
indefinitely.  The  adoption  of SFAS  No.  150 did not  materially  impact  the
Company's financial position or results of operations

      In December 2003,  the SEC issued Staff  Accounting  Bulletin  ("SAB") No.
104,  "Revenue  Recognition,"  ("SAB No.  104")  which  supercedes  SAB No. 101,
"Revenue  Recognition in Financial  Statements." SAB No. 104 rescinds accounting
guidance  in SAB No. 101  related to multiple  element  arrangements,  which was
previously superceded by EITF 00-21 (see above). The adoption of SAB No. 104 did
not have a material  impact on the Company's  results of operations or financial
position.


                                      F-10


<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                                  SEPTEMBER 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.  The  forward-looking
statements are made as of the date of this Form 10-QSB,  and the Company assumes
no obligation to update the forward-looking statements, or to update the reasons
actual  results  could  differ  from  those  projected  in such  forward-looking
statements.

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.  Even
though our  business  has been  curtailed  it is our  intention  to maintain the
website.

Analysis of Financial Condition.

As of September  30, 2005,  we had cash  reserves of $19,741 and no other liquid
assets or resources.  From December 31, 2004, our cash had increased by $10,672.
On September  30, 2005, we had total current  liabilities  of $137,017  compared
with $92,162 on December 31, 2004. We will need additional  capital to implement
our business plans successfully.

Results of Operations

Nine Months Ended September 30, 2005 and 2004

Carsunlimited.com  had no revenue for the nine months ended  September  30, 2005
and for  the  period  ending  September  30,  2004.  The  Company  had no  sales
activities in 2004 and the nine months ended September 30, 2005.

Expenses for professional  services increased by $111,960  (approximately  670%)
times from $16,640 for the nine months ended  September 30, 2004 to $128,600 the
six months ended September 30, 2005. The main reason for this increase was legal
fees associated with raising additional capital.

General and administrative expenses decreased by $2,134 (approximately 36%) from
$5,931 in the nine months ended  September 30, 2004 to $3,797 in the nine months
ended  September  30,  2005.  As a  result  of  increased  cost of  professional
services,  the total expenses  increased by $109,826  (approximately  487%) from
$22,571 to $132,397,  during the nine-month  period ended  September 30, 2005 as
compared to 2004.


                                       10
<PAGE>

We had a net loss of $135,787 for the  nine-month  period  ending  September 30,
2005 compared to a net loss of $22,571 for same period last year.  The increased
loss of $113,216  (approximately  502%) was due to additional  professional fees
for the period.


Three Months Ended September 30, 2005 and 2004

We had no revenues in the three months ended  September  30, 2004 and 2005.  The
Company had no sales activities in 2004 and the three months ended September 30,
2005.

Expenses for professional services increased by $47,388  (approximately  1,900%)
from $2,490 to $49,878 for the three months ended September 30, 2004 as compared
to the three months ended  September 30, 2005.  The reason for this increase was
professional fees associated with raising additional capital.

General and administrative expenses decreased by $1,170 (approximately 65%) from
$1,804 in the three months ended  September 30, 2004 to $634 in the three months
ended September 30, 2005. As a result of increased  professional fees, the total
expenses  increased  by  $46,218  (approximately  1,100%)from  $4,294 to $50,512
during the three-month period ending September 30, 2005 as compared to 2004.

We had a net loss was $51,240 for the  three-month  period ending  September 30,
2005 as compared to $4,294 for same period last year.  The  increase in net loss
of $46,946 (approximately 1,100%) was due to additional legal fees.

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 or $.03 per share.  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,
Makropolous,  Quinn and  Lawrence  Genova on June 13, 2003,  there  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 was 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.  At
that  time,  the  resignation  of  Anthony  Genova,  Jr.  from the Board  became
effective.  As part of the  agreement,  Anthony  J.  Genova,  Jr.  resigned  and
converted  $100,000 of accrued salaries due to him into 100,000 shares of Common
Stock. As of June 13, 2003,  Daniel Myers became our sole director and executive
officer of the Company.


                                       11
<PAGE>

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 September  30,  2005,  we had a working  capital  deficit of $117,276 and the
total stockholders' deficit of $117,276.

In June 2003,  ODC  Partners,  LLC ("ODC"),  our majority  shareholder,  lent us
$15,000 in exchange  for a  convertible  note payable that bears 4% interest and
matures in four  years.  Also,  on July 1, 2003,  ODC  entered  into a Revolving
Convertible Credit Agreement with us that requires ODC to lend the Company up to
$100,000  during the credit period.  The loan was evidenced by a promissory note
bearing 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, into common stock of the
Company at the rate of $.01 per share.

The  principal  source  of  funding  our  operations  in the nine  months  ended
September  30,  2005 were the  issuance  of stocks for  $75,000  and $25,000 for
services. During the nine months ended September 30, 2005, the source of funding
of the operating  expenses of the Company has been the convertible notes payable
to ODC.  The  accrued  interest  on the loan from  shareholder  was  $5,745,  on
September 30, 2005.

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.


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<PAGE>

PART II.  OTHER INFORMATION

ITEM 1. Legal Proceedings

None

ITEM 2. Unregistered Sales of Equity 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


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<PAGE>

ITEM 6. Exhibits

The following documents are filed as part of this report:

10.1  Modification  Letter  dated  August 8, 2005 by and between the Company and
Innopump, Inc. (1)

10.2  Extension  Letter  dated  August 15,  2005 by and  between the Company and
Innopump, Inc. (2)

31 Certification of CEO and CFO pursuant to Securities Exchange Act rules 13a-15
and 15d-15(c) as adopted  pursuant to section 302 of the  Sarbanes-Oxley  Act of
2002.*

32  Certification of Daniel Myers,  Chief Executive  Officer and Chief Financial
Officer,  pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002.*

      *     Filed herewith

      (1)   Filed with the Company's  Current Report on Form 8-K dated August 8,
            2005 and incorporated by reference.

      (2)   Filed with the Company's Current Report on Form 8-K dated August 15,
            2005 and incorporated by reference.


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<PAGE>

                                   SIGNATURES


Pursuant to 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, INC.


By: /s/ Daniel Myers
----------------------------------------------------
CEO, President, Chief Financial Officer and Director
Dated: November 14, 2005


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