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

                                   FORM 10-QSB
                                   (Mark One)

                              [X] QUARTERLY REPORT
                             PURSUANT TO SECTION 13
                                 OR 15(d) OF THE
                               SECURITIES EXCHANGE
                                   ACT OF 1934

                  For the Quarterly period ended June 30, 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                                                              PAGE

PART I.  FINANCIAL INFORMATION

ITEM 1: Condensed Unaudited Financial Statements

Balance Sheets - June 30, 2004 (Unaudited)
 and December 2003(Audited)
Statements of Operations for the Six Months Ended June 30, 2004
 and 2003 and from inception on
 March 7, 2000 to June 30, 2004 (Unaudited)

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

Statements of Cash Flows Operations for the Six Months
 Ended June 30, 2004 and 2003 and from inception on
 March 7, 2000 to June 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

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


                                                Unaudited            Audited
                                                  2004                2003

  ASSETS

  Cash                                          $  17,129            $ 2,143
                                                   ------             ------

  Total Current Assets                             17,129              2,143
                                                   ------             ------

  Total Assets                                  $  17,129            $ 2,143
                                                   ======             ======


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

  Account payable and accrued expenses           $ 61,089           $ 67,330
  Payroll taxes payable                               254                  -
  Notes payable-convertible                        34,250                  -
                                                   ------             ------

  Total Current Liabilities                        95,593             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 June 30, 2004                   30,125             29,625
  Additional paid-in capital                      739,132            734,632
 (Less) subscriptions receivable                (     200)          (    200)
  Deficit accumulated during t
   The development stage                        ( 847,521)          (829,244)
                                                 --------            -------

  Total Stockholders' Deficit                   (  78,464)          ( 65,187)
                                                ---------            -------
 Total Liabilities and
   Stockholders' Deficit                         $ 17,129            $ 2,143
                                                =========            =======

             See notes to condensed unaudited financial statements.




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


                                                               From Inception
                                       Six Months Ended        March 7, 2000 to
                                            June 30               June 30 ,
                                       2004        2003             2004
                                       ----        ----             ----

Revenues:
Sales Commissions                 $        -    $  1,600      $    310,403
                                    --------     -------        ----------

Total Revenue                              -       1,600           310,403

Costs and Expenses:
Professional fees                     14,150       8,761           437,160
Salaries                                   -           -           279,843
Commissions                                -           -            71,717
General and administrative             4,127       1,933           378,668
                                    --------      ------        ----------

 Total Costs and Expenses             18,277      10,694         1,167,388
                                     -------      ------         ---------

Operating Loss                    (   18,277)    ( 9,094)        (856,985)

Other income:
Interest income                            -           -              213
                                  ----------  ----------       ----------

Loss before extraordinary gain    (   18,277)    ( 9,094)        (856,772)
Extraordinary gain:
Gain from extinguishments of debt          -       9,551            9,551
                                     -------     -------         --------


Net income (loss)                 $ ( 18,277)      $ 457      $ ( 847,221)
                                     =======     =======          =======






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


Earnings (loss)per common share:

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

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

Weighted average common shares   30,092,033    26,525,000        27,619,033
                                 ==========    ==========        ==========


See notes to condensed unaudited financial statements.



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



                                                    Three Months Ended
                                                          June 30
                                                  2004               2003
                                                  ----               ----

Revenues:
Sales Commissions                             $      --          $     600
                                                -------             ------

Total Revenue                                        --                600

Costs and Expenses:
Professional fees                                11,556              2,593
Salaries                                              -                  -
Commissions                                           -                  -
General and administrative                        2,113              1,500
                                                -------             ------

 Total Costs and Expenses                        13,669              4,093
                                               --------             ------

Operating Loss                                 ( 13,669)         (   3,493)
Extraordinary gain:
Gain from extinguishments of debt                    --              9,551
                                                -------            -------

Net gain (loss)                              $ ( 13,669)        $    6,058
                                                =======           ========

Earnings per common share:

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

Net income                                         0.00           (   0.00)
                                                  =====               ====

Weighted average common shares               30,125,000         26,525,000
                                             ==========         ==========


See notes to condensed unaudited financial statements.




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

                                                                  From Inception
                                            Six Months Ended    March 7, 2000 to
                                                June 30,             June 30 ,
                                            2004        2003           2004
                                            ----         ----           ----

Cash Flows From Operating Activities:
 Net loss (gain)                          $ (18,277)    $    457    $ (847,521)
Adjustments to reconcile net loss to
  net cash used in Operating Activities:
Depreciation and Amortization                     -            -          3,311
Write down of fixed assets                        -            -          6,367
Stock issued for services                         -            -        396,745
Gain from extinguishments of debt                 -        (9551)        (9,551)
   and Liabilities
Accounts payable and accrued expenses     (   5,987)     ( 4,848)        73,068
Security deposits                                 -          322        109,734
                                           --------      -------         ------

Net cash provided by (Used in)
  Operating Activities                    (  24,264)    ( 13,620)      (267,847)
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                                  5,000        3,037        199,550
Notes payable convertible                    34,250       12,633         57,250
Contributed capital                              --           --         37,854
                                          ---------      -------        -------

Net cash provided by (Used in)
 Financing Activities                        39,250       15,670       294,654
                                          ---------      -------        -------

See notes to condensed unaudited financial statements.







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


                                                                  From Inception
                                        Six Months Ended       March 7, 2000 to
                                             June 30                June 30 ,
                                               2004           2003         2004
                                               ----           ----         ----

Net increase in cash                         14,986         2,050        17,129

Cash at beginning of period                   2,143            -              -
                                              -----         ----          -----

Cash at end of period                       $17,129      $ 2,050        $ 17,129
                                              =====        =====          =====

See notes to condensed unaudited financial statements.




                             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 the 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-8




                             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-9




                             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-10




                             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-11







                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                                  JUNE 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 June 30, 2004,  we had cash reserves of $17,129 and no other liquid assets
or resources. From December 31, 2003 our cash had increased by $14,986, which is
mainly  provided by  proceeds of  borrowing  on a revolving  convertible  credit
agreement. On June 30, 2004 we had total current liabilities of $95,594 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

Six Months Ended June 30, 2003 and 2002

We realized no revenue from commission for the six months ended June 30, 2004 as
compared  to $1,600 for the period  ending  June 30,  2003;  a decrease of 100%.
Decreased revenue is a result of terminated operations since 2003.

Expenses  for  professional  services  increased by 62% from $$8,761 for the six
months  ended June 30, 2003 to $14,150 the six months  ended June  30,2004.  The
main  reason for this  increase  was  professional  fees  associated  with audit
matters.

General and  administrative  expenses  increased  by 114% from $1,933 in the six
months ended June 30, 2003 to $4,127 in the six months ended June 30, 2004. As a
result of increased cost of professional  services, the total expenses increased
by 71% to  $18,277,  during  the  six-month  period  ended June 30,  2004,  from
$10,694, in 2002.

We had a net loss of $18,277  for the  six-month  period  ending  June 30,  2004
compared to a net income of $457 for same period last year. The gain in 2003 was
a result of $,9551 forgiveness of debt.


Three Months Ended June 30, 2003 and 2002

We had no  revenues  in the three  months  ended June 30,  2004 as compared to a
revenue  of $600 from  commission  for the  quarter  ended  June 30,  2003.  The
decrease in revenue is a result of discontinued operations since 2003.

Expenses for professional  services increased by 346% from $2,593 to $11,556 for
the three  months ended June 30, 2004 as compared to the three months ended June
30, 2004. The reason for this increase was  professional  fees  associated  with
audit matters.

General and  administrative  expenses  increased by 41% from $1,500 in the three
months ended June 30, 2003 to $2,113 in the three months ended June 30, 2004. As
a result of increased professional fees, the total expenses increased by 234% to
$13,69 during the three-month  period ending June 30, 2003 as compared to $4,093
in 2002.

We had a net loss of $13,669 for the three-month  period ending June 30, 2004 as
compared to a net gain of $6,058 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 June 30,  2004,  we had a working  capital  deficit of $88,465  and the total
stockholders' deficit of $78,464.

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 six  months  ended  June 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 $34,250 as of
June 30, 2004. The accrued  interest on the loan was $1,237,  for the six months
ended June 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

None

                                   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: August 16, 2004