CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                                  JUNE 30, 2004




I, Daniel Myers, Chief Financial Officer of the registrant, certifies that:

(1)  I have reviewed this quarterly report on Form 10-QSB of  CarsUnlimited.Com,
     Inc.;

(2)  Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     registrant as of, and for, the periods  presented in this quarterly report;
     and

(4)  As the registrant's Chief Executive  certifying officer and Chief Financial
     Officer  I am  responsible  for  establishing  and  maintaining  disclosure
     controls  and  procedures  (as  defined in  Exchange  Act Rules  13a-14 and
     15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities, particularly during the period in which this report is being
          prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

(5)  As the registrant's Chief Executive  certifying officer and Chief Financial
     Officer  I have  disclosed,  based on our most  recent  evaluation,  to the
     registrant's  auditors and the audit committee of the registrant's board of
     directors (or persons performing the equivalent function):

     (a)  All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

(6)  The  registrant's  other  certifying  officers and I have indicated in this
     report whether or not there were significant  changes in internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Dated: August 16, 2004
By: /s/ Daniel Myers
Chief Financial Officer