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, 2004

       [ ] 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, 18th 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: 30,125,000



                             CARSUNLIMITED.COM, INC.
                              INDEX TO FORM 10-QSB

Contents

PART I.  FINANCIAL INFORMATION

ITEM 1: Condensed Unaudited Financial Statements

Balance Sheet - September 30, 2004 (Unaudited) and December 31, 2003

Statements of Operations for the Nine Months Ended
   September 30, 2004 and 2003 and from inception on March 7, 2000 to
   September 30, 2004 (Unaudited)

Statements of Operations for the Three Months Ended
   September 30, 2004 and 2003 (Unaudited)

Statements of Cash Flows for the Nine Months Ended
   September 30, 2004 and 2003 and from inception on March 7, 2000 to
   September 30, 2004 (Unaudited)

 Notes to Condensed Unaudited Financial Statements

ITEM 2: Management Discussion and Analysis
ITEM 3: Controls and Procedures

PART II. OTHER INFORMATION

ITEM 1:  Legal Proceedings
ITEM 2:  Changes in Securities
ITEM 3:  Defaults Upon Senior Securities
ITEM 4: Submission of Matters to Vote of Security Holders
ITEM 5: Other Information
ITEM 6: Exhibits and Reports on Form 8-K

Signatures

Certifications

PART I.  FINANCIAL INFORMATION
ITEM 1. CONDENSED UNAUDITED FINANCIAL STATEMENTS

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                    September 30, 2004 and December 31, 2003
                                  (Unaudited)

                                     ASSETS


                                                September 30,     December 31,
                                                    2004             2003(1)
                                                ------------      -----------

 Cash                                         $        849         $  2,143
                                                    ------          -------
   Total Current Assets                                849            2,143

 Total Assets                                 $        849         $  2,143
                                                    =======         =======

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Account payable and accrued expenses         $     59,103        $  67,330
 Payroll taxes payable                                 254               --
 Notes payable-convertible                          24,250               --
                                                   -------           ------
 Total Current Liabilities                          83,607        $  67,330

 Stockholders' Equity (Deficit):
 Common stock, $0.001 par value;
  50,000,000 shares  authorized and
  30,125,000 and 29,625,000 shares issued
  and outstanding on September 30, 2004
  and December 31, 2003                             30,125           29,625
 Additional paid-in capital                        739,132          734,632
 (Less) subscriptions receivable                  (    200)       (     200)
 Deficit accumulated during
   the development stage                          (851,815)       ( 829,244)
                                                   -------         --------
 Total Stockholders' Deficit                      ( 82,758)       (  65,187)
                                                   -------         --------

 Total Liabilities and Stockholders' Deficit  $        849      $     2,143
                                                  ========         ========

(1) Derived from audited financial statements at December 31, 2003.

See notes to condensed unaudited financial statements.

                                       F-1


                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
              AND INCEPTION ON MARCH 7, 2000 TO SEPTEMBER 30, 2004
                                  (UNAUDITIED)


                                                                From Inception
                                          Nine Months Ended    March 7, 2000 to
                                             September 30        September 30,
                                            2004        2003         2004

Revenues:
Sales Commissions                     $        --      $  2,000      $  310,403
                                          -------        ------       ---------
Total Revenue                                  --         2,000         310,403
                                          -------        ------       ---------
Costs and Expenses:
Professional fees                          16,640         8,761         440,845
Salaries                                       --           400         279,843
Commissions                                    --           232          71,717
General and administrative                  5,931         3,840         379,577
                                          -------        ------       ---------
 Total Costs and Expenses                  22,571        13,233       1,171,982
                                          -------        ------       ---------
Operating Income (Loss)                (   22,571)     ( 11,233)       (861,579)

Other income:
Interest income                                --            --             213
                                          -------        ------       ---------
Loss before extraordinary gain         (   22,571)     ( 11,233)       (861,366)
Extraordinary gain:
Gain from extinguishments of debt              --       117,490           9,551
                                          -------        ------       ---------
Net income/(loss)                    $  (  22,571)    $ 106,257     $ ( 851,815)
                                          =======       =======        ========

                                       F-2

                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
              AND INCEPTION ON MARCH 7, 2000 TO SEPTEMBER 30, 2004
                                  (UNAUDITIED)
                                   (CONTINUED)


Earnings per common share:

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

Net income                          $    0.00          $ (0.00)        $ (0.03)
                                        =====            =====            ====

Weighted average common shares     30,104,853       26,525,000      27,209,173
                                   ==========       ==========      ==========

See notes to condensed unaudited financial statements.
                                       F-3



                            CARSUNLIMITED.COM, INC.
                         (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                  (UNAUDITIED)


                                                      Three Months Ended
                                                         September 30
                                                  2004                 2003
                                                  ----                 ----
Revenues:
Sales Commissions                             $     --           $      400
                                                 -----               ------
Total Revenue                                       --                  400

Costs and Expenses:
Professional fees                                2,490                   --
Salaries                                            --                  400
Commissions                                         --                  232
General and administrative                       1,804                1,907
                                                ------               ------

 Total Costs and Expenses                        4,294                2,539
                                                ------               ------

Operating Loss                                (  4,294)           (   2,139)
Extraordinary gain:
Gain from extinguishments of debt                   --                3,000
                                               -------             --------

Net gain (loss)                           $   (  4,294)           $     861
                                               =======             ========
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              30,104,853              26,525,000
                                            ==========              ==========

See notes to condensed unaudited financial statements.

                                       F-4


                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
              AND INCEPTION ON MARCH 7, 2000 TO SEPTEMBER 30, 2004
                                  (UNAUDITIED)


                                                      Nine Months Ended
                                                         September 30,
                                                   2004                2003
Cash Flows From Operating Activities:
 Net loss (gain)                               $  (   22,571)     $   106,257
Adjustments to reconcile net loss to
  net cash used in Operating Activities:
Depreciation and Amortization                              -                -
Write down of fixed assets                                 -                -
Stock issued for services                                  -                -
Gain from extinguishments of
   debt and liabilities                                    -         (117,490)
Accounts payable and accrued expenses              (   7,973)       (  14,161)
Security deposits                                          -              322
                                                    --------         --------
Net Cash Provided by (Used in)
  Operating Activities                             (  30,544)       (  25,072)
Cash Flows used in Investing Activities
Purchase of equipment                                       -               -
                                                    ---------        --------
Cash (Used) in Investing Activities                         -               -
                                                    ---------        --------
Cash Provided by Financing Activities
Common stock                                            5,000           3,037
Notes payable convertible                              24,250          23,050
Contributed capital                                         -               -
                                                    ---------        --------
Net Cash Provided by (Used in)
 Financing Activities                                  29,250          26,087
                                                    ---------        --------

See notes to condensed unaudited financial statements.

                                       F-5



                           CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
              AND INCEPTION ON MARCH 7, 2000 TO SEPTEMBER 30, 2004
                                  (UNAUDITIED)

                                                    From Inception
                                                    March 7, 2000 to
                                                     September 30 ,
                                                          2004
                                                    ----------------
Cash Flows From Operating Activities:
 Net loss (gain)                               $     $ (  851,815)
Adjustments to reconcile net loss to
  net cash used in Operating Activities:
Depreciation and Amortization                               3,311
Write down of fixed assets                                  6,377
Stock issued for services                                 396,745
Gain from extinguishments of
   debt and liabilities                                (    9,551)
Accounts payable and accrued expenses                     180,806
Security deposits                                              --
                                                        ---------
Net Cash Provided by (Used in)
  Operating Activities                                   (274,127)
Cash Flows used in Investing Activities
Purchase of equipment                                   (   9,678)
                                                         --------
Cash (Used) in Investing Activities                     (   9,678)
                                                         --------
Cash Provided by Financing Activities
Common stock                                              199,550
Notes payable convertible                                  47,250
Contributed capital                                        37,854
                                                         --------
Net Cash Provided by (Used in)
 Financing Activities                                     284,654
                                                         --------

See notes to condensed unaudited financial statements.

                                       F-5


                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
              AND INCEPTION ON MARCH 7, 2000 TO SEPTEMBER 30, 2004
                                  (UNAUDITIED)
                                   (CONTINUED)


                                                                From Inception
                                     Nine Months Ended         March 7, 2000 to
                                        September 30             September 30 ,
                                    2004            2003           2004
                                   -----            ----           ----
Net decrease in cash             ( 1,294)           1,015          849

Cash at beginning of period        2,143               --           --
                                   -----            -----          ---
Cash at end of period             $  849        $   1,015        $ 849
                                   -----            -----          ---
See notes to condensed unaudited financial statements.


                                       F-6



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

NOTE 1.  NATURE OF OPERATIONS

CARSUNLIMITED.COM,  INC. (Cars) 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 our 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, 18th 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

                             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 equipment
and furniture was fully depreciated in the year ended December 31, 2003.

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

                             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, " 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

                             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."  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." 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,"  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


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

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.

We offer new and used car  classified  advertising  as well as products  such as
automotive  warranties.  We currently have one revenue stream,  which is derived
from our Internet site.

Analysis of Financial Condition.

As of  September  30,  2004,  we had cash  reserves of $849 and no other  liquid
assets or  resources.  From  December 31, 2003 our cash had decreased by $1,294,
which is mainly due to an increase in  professional  fees. On September 30, 2004
we had total current  liabilities  of $83,607  compared with $67,330 on December
31,  2003.  We will need  additional  capital to implement  our  business  plans
successfully. Our majority shareholder ODC Partners, LLC has agreed to provide a
$100,000 revolving convertible line of credit to finance our operations.

Results of Operations

Nine Months Ended September 30, 2003 and 2002

We realized no revenue from  commission for the nine months ended  September 30,
2004 as compared to $2,000 for the period ending  September 30, 2003; a decrease
of 100%. Decreased revenue is a result of terminated operations since 2003.


                                      F-11

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


Expenses for professional services increased by $7,879 (90%) from $8,761 for the
nine months ended  September 30, 2003 to $16,640 the nine months ended September
30,2004. The main reason for this increase was professional fees associated with
audit matters.

General and administrative expenses increased by $2,091 (54%) from $3,840 in the
nine  months  ended  September  30,  2003 to  $5,931  in the nine  months  ended
September 30, 2004. As a result of increased cost of professional  services, the
total expenses increased by $9,338 71% to $22,571,  during the nine-month period
ended September 30, 2004, from $13,233, in 2003.

We had a net loss of $22,571 for the nine-month period ending September 30, 2004
compared to a net income of $106,257 for same period last year. The gain in 2003
was a result of a forgiveness of debt in the amount of $117,490.

Three Months Ended September 30, 2004 and 2003

We had no revenues in the three months ended September 30, 2004 as compared to a
revenue of $400 from  commission  for the quarter ended  September 30, 2003. The
decrease in revenue is a result of discontinued operations since 2003.

Expenses for  professional  services  increased  from $0 to $2,490 for the three
months ended  September 30, 2003 as compared to the three months ended September
30, 2004. The reason for this increase was  professional  fees  associated  with
audit matters.

General and  administrative  expenses decreased by $735 (29%) from $2,539 in the
three  months  ended  September  30,  2003 to $1,804 in the three  months  ended
September  30,  2004.  As a result of  increased  professional  fees,  the total
expenses  increased  by $1,755  (69%) to $4,294  during the  three-month  period
ending September 30, 2004 as compared to $2,539 in 2003.

We had a net loss of $4,294 for the three-month period ending September 30, 2004
as compared  to a net gain of $861 for same  period last year.  The gain in 2003
was due to extraordinary income from the extinguishments of debt.

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 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. At that time, the resignation of Anthony Genova,  Jr. from the Board will
become effective. As part of the agreement,  Anthony J. Genova, Jr. resigned and
converted  $100,000 of accrued  salaries due to him into 100,00 shares of Common
Stock. As of June 13, 2003,  Daniel Myers became the sole director and executive
officer of the company.

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, 2004, we had a working capital deficit of $82,758 and the total
stockholders' deficit of $82,758.

In June 2003, ODC Partners,  LLC, our majority  shareholder,  lent us $15,000 in
exchange for a convertible  note payable that bears 4% interest and matures in 4
years.  Also,  on July 1, 2003,  ODC  Partners,  LLC.  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 will be 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 Partners,  into
common  stock  of the  Company  at the  rate of $.01  per  share.  12 We  cannot
guarantee any future results,  levels of activity,  performance or achievements.
Except as required  by law,  we  undertake  no  obligation  to update any of the
forward-looking  statements in this Form 10-QSB after the date of this quarterly
report.

During the nine months ended  September  30, 2004,  the source of funding of the
operating  expenses of the Company has been the convertible notes payable to ODC
Partners, LLC. The outstanding balance of the convertible loan was $24,250 as of
September 30, 2004.  The accrued  interest on the loan was $1,841,  for the nine
months ended September 30, 2004.

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.

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

(b) Reports on Form 8-K

1. On June 13, 2003, we filed form 8-k  regarding  changes in the control of the
registrant.


                                   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


By: /s/ Daniel Myers
CEO, President and Director
Dated: November 15, 2004


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

CERTIFICATIONS

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

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

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

Based on my knowledge, the financial statements, and other financial information
included in this quarterly  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

As  the  registrant's  other  certifying  officers  and  I are  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:

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

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
quarterly report (the "Evaluation Date"); and

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;

The registrant's  other certifying  officers and 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):

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

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

The  registrant's  other  certifying  officers  and I  have  indicated  in  this
quarterly  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: November 15, 2004
By: /s/ Daniel Myers
Chief Executive Officer


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

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

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

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

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:

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;

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

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;

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):

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

any fraud, whether or not material,  that involves management or other employees
who have a  significant  role in the  registrant's  internal  controls;  and 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: November 15, 2004
By: /s/ Daniel Myers
Chief Financial Officer



                             CARSUNLIMITED.COM, INC


EXHIBIT 99(a)

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In  connection  with  the  Quarterly  Report  of  Carsunlimited.com,   Inc  (the
"Company")  on Form 10-QSB of the period ended  September 30, 2004 as filed with
the  Securities  and Exchange  Commission  on the date hereof,  I, Daniel Myers,
President and Chairman of the Board of the Company, certify, pursuant to section
906 of the Sarbanes-Oxley  Act of 2002, that to my knowledge:  (1) the quarterly
report fully complies with the  requirements  of section 13(a) of the Securities
Exchange Act of 1934; and (2) the information  contained in the quarterly report
fairly presents,  in all material respects,  the financial condition and results
of operations of the Company.



Date:   November 15, 2004



/s/ Daniel Myers
President, Chief Executive Officer,
Chairman of the Board and Director
Chief Financial Officer


A signed  original  of this  written  statement  required  by Section 906 of the
Sarbanes-Oxley  Act has been provided to the Company and will be retained by the
Company and  furnished to the  Securities  and Exchange  Commission or its staff
upon request.