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

                                  FORM 10-QSB/A
                                 AMENDMENT NO .1
                                   (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>

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


                                       12

<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


                                       13

<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: January 6, 2006


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