UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                  FORM 10-KSB/A
(MARK  ONE)

[X] ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

[ ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF  1934  FOR  THE  TRANSITION  PERIOD  FROM   ______________  TO  _____________

                        COMMISSION FILE NUMBER 000-28195

                             CARSUNLIMITED.COM, INC.

                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              NEVADA                                          11-3535204
  (STATE  OR  OTHER  JURISDICTION  OF                      (I.R.S.  EMPLOYER
  INCORPORATION  OR  ORGANIZATION)                        IDENTIFICATION  NO.)

                         444 MADISON AVENUE, 18TH FLOOR
                            NEW YORK, NEW YORK 10022
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 267-2233

      SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:

                                      NONE

      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:

                          COMMON STOCK, $.001 PAR VALUE
                                (TITLE OF CLASS)

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 as the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of the Regulation  S-B is not contained in this form, and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

Issuer had revenues of $43,508 for its most recent fiscal year.

The aggregate market value of the voting and non-voting  common equity (the only
such common equity being Common Stock,  $.001 par value) held by  non-affiliates
of the registrant (computed by reference to the closing sale price of the Common
Stock on June 13, 2003) is $79,575.

The number of shares issued and  outstanding of the  registrant's  Common Stock,
$.001 par value is 26,525,000 (as of June 13, 2003).


                             CARSUNLIMITED.COM, INC.

                          2002 FORM 10-K ANNUAL REPORT


                                TABLE OF CONTENTS

                                                                       Page
                            [GRAPHIC OMITTED]
PART I
Item  1.        Business                                                 1
Item  2.        Properties                                               4
Item  3.        Legal Proceedings                                        4
Item  4.        Submission of Matters to a Vote of Security Holders      4

PART II

Item  5.        Market for the Registrant's Common Equity and Related
                  Stockholder Matters                                    5
Item  6.        Management's Discussion and Analysis of
                  Financial Condition and Results of Operations          5
Item  7.        Financial Statements and Supplementary Data            F-1
Item  8.        Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure                 9
PART III

Item  9.        Directors and Executive Officers of the Registrant      10
Item 10.        Executive Compensation                                  12
Item 11.        Security Ownership of Certain Beneficial
                  Owners and Management and Related
                  Stockholder Matters                                   13
Item 12.        Certain Relationships and Related Transactions          14
Item 13.        Exhibits, Financial Statement Schedules
                  and Reports on Form 8K                                14
Item 14.        Controls and Procedures                                 15
                Certifications                                          17


                                     PART I

ITEM 1. BUSINESS

In this  report,  references  to the  "Company",  "we",  "us" and "our" refer to
CarsUnlimited.Com, Inc., a Nevada corporation.

COMPANY OVERVIEW

CarsUnlimited.Com,  Inc.  was  incorporated  in the  State of Nevada on March 7,
2000. As of June 13, 2003, our corporate  address was 444 Madison  Avenue,  18th
floor, New York, NY 10022. The Company's  telephone number is 212-267-3500.  Web
address  is  http://www.carsunlimited.com.  We are an  early  development  stage
company.  Our goal is to provide our users with the ability to search a database
that contains detailed information about the automobile  industry,  new and used
car sales as well as a parts  database and extended  warranty  information  from
around the world.  Our service is intended to offer  Internet  users a quick and
easy way to search for automobile related needs according to their interests via
the Internet.

Business Development

We worked to combine an existing  dealer-direct business with the potential of a
new virtual  storefront  and portal and we filed a certificate of business for a
fictitious  firm name to do business as Dealer  Direct  services for  automobile
Dealership products.

In September  2000, the Company entered into an agreement with Heritage TPA Inc.
to help market the Heritage  Vehicle Service Contract  Program.  Pursuant to the
agreement,  Heritage was obligated to pay the Company,  per month, based on sold
vehicle  service  Contracts.  The term of the  agreement  was  indefinite  until
canceled by either party.  On June 9, 2003, we cancelled the Heritage  agreement
and  our  former  Chief  Executive   Officer  Anthony   Genova,   Jr.,   assumed
responsibility for any residual obligations under the agreement.

On December 20, 2001, the Company entered into a commission  based contract with
Warranty  Gold Ltd.  ("Warranty  Gold")  located at 7501 Hwy 290 East Suite #101
Austin, Texas 78723.  Warranty Gold is an online provider of extended warranties
for cars,  trucks,  or sport utility  vehicles.  Warranty Gold,  pursuant to the
agreement, granted the Company a limited,  non-exclusive worldwide, royalty free
right and license to use the Warranty  Gold trade name and service marks for the
purpose of advertising,  marketing and promoting  Warranty Gold's content on the
CarsUnlimited.Com  Internet  Web site.  Likewise,  the Company  granted  similar
rights for Warranty Gold to promote the carsunlimited.com content on the Warrant
Gold Internet Web site. The term of such agreement was for a period of one year.
For  contracts of Warranty  Gold sold by the  Company,  the Company will receive
$100 for the first 25 contracts; $125 per contract for the next 25 contracts and
$150 per  contract  for every  contract  above 50,  which  was  obtained  by the
Company.

The Company is a diversified  "click-and-mortar" company, providing products and
services for automobile  owners,  potential owners,  and  manufacturers  through
multiple  distributions and marketing channels including the Internet and direct
sales. The Company's  Internet  website  received  immediate orders for warranty
products,  provided a free  automobile  classified  section  for  consumers  and
dealers,  sold ancillary products and offered content to attract and educate the
potential buyers.

Competitive Business Conditions

The  market  for  commercial  uses  of the  Internet  is new and  evolving,  and
competition has increased  significantly in these markets,  as barriers to entry
are relatively  insubstantial.  We have found the our ability to compete depends
on many factors mostly beyond our control, including the following:

|X|  the timing and market acceptance of our business model;

|X|  the effectiveness of our website in attracting  potential customers for our
     products;

|X|  the number and types of strategic  relationships  we enter into  (including
     e-commerce partnerships); and our marketing efforts.


On December 2001, we determined that the expected  revenues from operations will
not be sufficient to meet operating expenses and have been seeking to consummate
a sale and /or a business combination with a profitable privately owned company.
On June 13, 2003,  Anthony Genova,  Jr.,  William Quinn,  Joseph Marks,  Michael
Makropoplous,  (Collectively  "Sellers"),  The former majority  stockholders and
officers and directors of the Company,  sold in the aggregate  19,931,000 shares
of the Company's  common stock, par value $.001 per share ("Common Stock") owned
by the Sellers to ODC partners,  LLC, for aggregate  purchase  price of $69,793.
ODC now owns 76% of the outstanding shares of the registrants. ODC Partners, LLC
intends to continue  to run the website and the  business as it has been for the
past several years.

In connection with that commitment,  ODC Partners,  LLC on July 1, 2003, entered
into a Revolving  Convertible Credit Agreement with the Company,  which requires
ODC to lend the Company up to $100,000  during the credit period.  The loan will
be evidenced by promissory  note which bears  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.

Sources and Availability of Raw Material.

As of the date of this Report, due to the nature of our business, we have no raw
materials nor suppliers of raw materials.

Government Regulation Issues.

Due to increasing usage of the Internet, a number of laws and regulations may be
adopted  relating  to  the  Internet,   covering  user  privacy,   pricing,  and
characteristics  and quality of products and services.  Furthermore,  the growth
and  development  for  Internet  commerce  may prompt  more  stringent  consumer
protection  laws  imposing  additional  burdens  on those  companies  conducting
business over the Internet.  The adoption of any additional  laws or regulations
may decrease the growth of the  Internet,  which,  in turn,  could  decrease the
demand for Internet  services  and  increase  the cost of doing  business on the
Internet.  These factors may have an adverse effect on our business,  results of
operations and financial condition.


Moreover,  the  interpretation  of sales tax,  libel and  personal  privacy laws
applied to Internet commerce is uncertain and unresolved.  We may be required to
qualify to do  business as a foreign  corporation  in each such state or foreign
country. Our failure to qualify as a foreign corporation in a jurisdiction where
we are  required  to do so could  subject  us to taxes and  penalties.  Any such
existing or new  legislation  or regulation,  including  state sales tax, or the
application  of  laws  or  regulations  from  jurisdictions  whose  laws  do not
currently  apply to our business,  could have a material  adverse  effect on our
business, results of operations and financial condition.

Research and Development.

To date, we have not undertaken any research and development.

Lock Up Agreements

A "leak out agreement", was entered into by the Company with the entities stated
below  whereby the  following  shareholders  have agreed that their shares which
were  registered on a Form SB-2,  shall be held by the Company's  transfer agent
and  released to them on a pro rata basis of 10% each month until the shares are
exhausted:

a.)  Paul Greco Family Ltd., Partnership 735,000 shares: 73,500 shares per month
     for 10 months;

b.)  The Greco Family Ltd.,  Partnership 735,000 shares: 73,500 shares per month
     for 10 months;

c.)  Nicholas Boscia 50,000 shares 5,000 shares per month for 10 months.

Recent Significant Events- Transfer of Control

On June 11, 2003, Anthony Genova,  Jr., Lawrence Genova,  William Quinn,  Joseph
Marks,  Michael  Makropoplous,  (collectively,  "Sellers"),  the former majority
stockholders  and  officers  and  directors  of  Carsunlimited.com,   Inc.  (the
"Company"),  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 ("Common Stock") owned
by the Sellers for an aggregate  purchase price of $69,793.00.  Now ODC owns 76%
of the outstanding shares of the registrant.

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.

Employees.

The Company presently has 1 part time employee, its President, Daniel Myers.

Transfer Agent.

The transfer agent for the shares of common stock is Olde Monmouth Transfer,  77
Memorial Parkway Ste. 2, Atlantic Highland, NJ 07716.


ITEM 2. PROPERTIES

Our corporate address was 10 Cedar Swamp Rd., Ste. 8, Glen Cove, New York 11542.
Since June 13, 2003 our  corporate  address  has changed to 444 Madison  Avenue,
18th  floor,  New York,  NY 10022.  Our  telephone  number is  212-267-2233  and
Internet Web address is http://www.carsunlimited.com.  The Company does not have
any policies regarding investments in real estate,  securities or other forms of
property.  At present, the Company does not pay rent or have to use space at the
Madison Avenue address.

ITEM 3. LEGAL PROCEEDINGS

From time to time,  we may be involved as a plaintiff  or  defendant  in various
legal actions arising in the normal course of business. We do not anticipate any
material liability as a result of such litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during 2002 to a vote of our security holders.


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our common  stock is quoted on the OTC Bulletin  Board under the symbol  "CAUL".
The following  table sets forth the range of high and low bid  quotations of our
common  stock for the  periods  indicated.  The  prices  represent  inter-dealer
quotations,  which do not include retail markups, markdowns or commissions,  and
may not represent actual transactions. Our common stock began trading on the OTC
Bulletin Board on October 9, 2001

                                        HIGH                LOW

Fourth Quarter of 2001                  $.75                $.02
First Quarter of 2002                    NA                   NA
Second Quarter of 2002                   NA                   NA
Third Quarter of 2002                    NA                   NA
Fourth Quarter of 2002                   NA                   NA

NA = Not available

SECURITY HOLDERS

As  of  May  31,  2003,  there  were  26,525,000  shares  of  our  common  stock
outstanding, which were held by approximately 83 stockholders of record.

DIVIDEND POLICY

We have never  declared  or paid any cash  dividends  on our capital  stock.  We
intend to retain  future  earnings,  if any,  to finance  the  expansion  of our
business  and we do not  expect  to  declare  or pay any cash  dividends  in the
foreseeable future.

RECENT SALE OF UNREGISTERED SECURITIES

During the fourth quarter,  for the fiscal year ended December 31, 2002, we have
not issued unregistered securities.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

The  following  discussion  is intended to provide an analysis of our  financial
condition  and  should  be  read  in  conjunction  with  our  audited  financial
statements and the related footnotes. The matters discussed in this section that
are not historical or current facts deal with potential future circumstances and
developments.  Such forward-looking  statements include, but are not limited to,
the development plans for our growth,  trends in the results of our development,
anticipated  development plans,  operating expenses and our anticipated  capital
requirements and capital  resources.  Our actual results could differ materially
from the results discussed in the forward-looking statements.


Results of operations for the Fiscal Years Ended December 31, 2002 and 2001

CarsUnlimited's revenues for the year ended 2002 were $43,508 as compared to the
year ended December 31, 2001 of $127,711,  a decrease of $84,203 for the period.
Revenues  decreased by 66%. The reason is that we  substantially  curtailed  our
operation in 2002.  This revenue was primarily in the form of sales  commissions
for the sale of products  and services  through our website.  We have no cost of
goods sold.

We had no research and development cost for either 2001 or 2002.

Salaries and related costs  decreased from $140,535 for 2001 to $1,058 for 2002,
a decrease of $139,477 (99%).  The principal reason for decrease in salaries was
reduced   working  time  of  the  Company's   president  and  direction  of  the
management's efforts away from operations to finding a merger partner.

Professional fees increased from $13,410 in 2001 to $23,013 in 2002, an increase
of $9,603 (72%). The additional  professional fees were primarily in relation to
the legal work associated with finding suitable merger partners.

Commissions  paid by us were $220 for the year 2002 as compared to the year 2001
of $27,701,  a decrease of $27,481 or 99%. The Company  used less outside  sales
persons in 2002.

Marketing,  general and administrative  expenses decreased from $138,348 for the
year 2001 to  $77,838  for the year  2002,a  decrease  of  $60,510  or 44%.  The
principal reason was the reduced level of operations in 2002.

Total operating  expenses decreased from $319,994 in the year 2001 to $96,829 in
the year 2002, a decrease of $223,165 or 70% because of reduced operations.

The  operating  loss for the year 2002 was $58,641 as compared to the year 2001,
which was $192,283, a decrease in the loss of $133,642 or 70%.

Results of operations  for the Period from  Inception,  March 7,2000 to December
31, 2002

The revenues of the Company were  $308,064 as compared to operating  expenses of
$1,124,389,  resulting  in a net  operating  loss of  $816,335,  and net loss of
$816,122,  over the period from  inception to December 31, 2002.  The reason for
operating  losses included the limited  financial  resources of the Company that
constrained  its efforts to  publicize  and promote its services in the Internet
market.

On June 11, 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, 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 for an aggregate
purchase price of $69,793.00.  As a result of this  transaction,  ODC became the
beneficial owner of approximately 76% of the Company's outstanding Common Stock.


Financial Condition For the years Ended December 31, 2002 and 2001

As of December 31,2002, cash totaled $0 as compared to $867 at December 31,2001.
Cash used by operating  activities  was $38,721 in 2002 as compared to $1,110 in
2001.  Net  working  capital  deficit of the  company  was  $196,600  in 2002 as
compared to $176,190 in 2001.

We wrote down the cost of equipment by $6,366 due to  impairment of the expected
future cash flows of the equipment, in 2001.

Financial Condition From Inception to December 31, 2002

We used  $222,726 of cash for our  operations,  from  inception  to December 31,
2002. A  significant  part of our  operating  expenses was not paid in cash.  We
issued  4,195,000  shares  of common  stock for  $367,350  of  services,  issued
20,091,000 shares of common stock to our founders, accrued salaries of $129,580,
and recorded accounts payable of $87,110.

We obtained  $194,550 of cash through selling  2,239,000 shares and $37,854 from
capital contribution from a shareholder.

We purchased $9,678 of equipment. The equipment is fully depreciated and written
off, as of December 31, 2002.

Outlook

At this  time we do not  have  the  financial  resources  to  attain  profitable
operations.  On July 1, 2003,  ODC  Partners,  LLC.,  our  largest  shareholder,
entered into a Revolving  Convertible  Credit Agreement with the Company,  which
requires ODC to lend the Company up to $100,000  during the credit  period.  The
loan will be evidenced by  promissory  note which bears  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.


DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report includes "forward-looking  statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. For example, statements included in this report regarding our financial
position,   business   strategy  and  other  plans  and  objectives  for  future
operations, and assumptions and predictions about future product demand, supply,
manufacturing,  costs,  marketing  and pricing  factors are all  forward-looking
statements.   When  we  use  words  like  "intend,"   "anticipate,"   "believe,"
"estimate,"  "plan" or "expect," we are making  forward-looking  statements.  We
believe that the assumptions and expectations  reflected in such forward-looking
statements are reasonable,  based on information  available to us as of present,
but we cannot assure you that these  assumptions and expectations  will prove to
have been  correct  or that we will take any  action  that we may  presently  be
planning.  We have  disclosed  certain  important  factors  that could cause our
actual results to differ materially from our current  expectations  elsewhere in
this report. You should understand that forward-looking  statements made in this
report are  necessarily  qualified by these factors.  We are not  undertaking to
publicly  update or  revise  any  Forward-looking  statement  if we  obtain  new
information or upon the occurrence of Future events or otherwise.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA






                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
       FOR THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2002



                                TABLE OF CONTENTS


                                                                    PAGE NO.
                                                                   ---------
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT                      F-1

FINANCIAL STATEMENTS

  Balance Sheet                                                       F-2

  Statement of Operations                                             F-3

  Statement of Cash Flows                                             F-4

  Statement of Changes in Stockholders'  (Deficit)                    F-6

  Notes to the Financial Statements                                   6-8




Van Buren & Hauke, LLC, CPA's
63 Wall Street
New York, NY 10005
212-344-3600 (Telephone)
212-344-3834 (Facsimile)

                INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT

To the Shareholders  of
Carsunlimited.Com,  Inc.

We have audited the  accompanying  balance sheet of  Carsunlimited.Com,  Inc. (A
Development  Stage  Company)  (Company) at December  31,  2000,  and the related
statements of operations,  cash flows and changes in  stockholders'  equity from
March 7, 2000 (inception) to December 31, 2000.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted  our audit in  accordance  with U.S.  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Carsunlimited.com,  Inc. as of
December  31,  2000,  and the results of its  operations  and cash flows for the
period March 7, 2000  (inception)  to December 31, 2000 in conformity  with U.S.
generally accepted accounting principles.

The   accompanying    financial   statements   have   been   prepared   assuming
CARSUNLIMITED.COM, INC. will continue as a going concern. As discussed in Note 3
to the financial statements,  the Company is a development stage company without
a substantial,  continuing  source of revenue,  nominal assets,  and has working
capital and  stockholders'  deficits,  which raises  substantial doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note 3. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/  Van  Buren  &  Hauke  LLC
Certified  Public  Accountants
New  York,  NY
February  3,  2001



BLOOM & COMPANY.50 CLINTON STREET. HEMPSTEAD. NEW YORK 11550. TEL:516 - 486-5900
CERTIFIED PUBLIC ACCOUNTANTS                                  FAX:516 - 486-5476

STEVEN BLOOM, CPA                                           MEMBER OF
FREDERICK PAUKER, CPA                                  AMERICAN INSTITUTE OF
SIROUSSE TABRIZTCHI, Ph.D. CPA                   OF CERTIFIED PUBLIC ACCOUNTANTS


                          Independent Auditors' Report

To the Board of Directors and
Shareholders of CarsUnlimited.Com, Inc.

We have audited the accompanying  balance sheets of  CarsUnlimited.Com,  Inc. (a
development  stage  enterprise) as of December 31, 2002 and 2001 and the related
statements  of  operations,  stockholders'  deficit and cash flows for the years
ended  December  31,  2002  and  2001.   These  financial   statements  are  the
responsibility of CarsUnlimited.Com, Inc.'s management. Our responsibility is to
express  an opinion  on these  financial  statements  based on our  audits.  The
financial statements of CarsUnlimited.Com,  Inc. as of December 31, 2000 and for
the period from March 7, 2000  (inception)  to December 31, 2000 were audited by
other  auditors  whose report dated  February 3, 2001  expressed an  unqualified
opinion on those  financial  statements  and included an  explanatory  paragraph
regarding the Company's  ability to continue as a going  concern.  The financial
statements  for the period from  inception  (March 7, 2000) to December 31, 2000
reflect a net loss of  $(53,718).  Our  opinion,  insofar  as it  relates to the
amounts  included for such prior  period,  is based solely on the report of such
other auditors.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the general-purpose  financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used, and significant
estimates made by management,  as well as evaluating the overall general-purpose
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of CarsUnlimited.Com,  Inc. as of
December 31, 2002 and 2001 and the results of its  operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

The  accompanying   financial   statements  have  been  prepared  assuming  that
CarsUnlimited.Com, Inc. will continue as a going concern. As discussed in Note 4
to the financial  statements,  CarsUnlimited.Com,  Inc. is a  Development  stage
company that has suffered recurring losses from operations and has a net capital
deficiency  that  raises  substantial  doubt  about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 4. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

Bloom and Company, LLP
Hempstead, New York
June 26, 2003

                                       F-1


                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001

                                                       2002            2001
ASSETS
Cash                                                 $   -             $867
Commissions receivable                                   -                -
                                                      ----            -----

Total Current Assets                                     -              867

Equipment and furniture, net                             -              358
Security deposits                                      322              322
                                                     -----            -----
Total Assets                                          $322           $1,547
                                                     =====           ======

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Account payable and accrued expenses             $  84,692         $ 62,862
Salaries payable                                   109,490          114,195
Loans Payable Shareholder                            2,417               --
                                                  --------         --------

Total Current Liabilities                          196,599          177,057

Stockholders' (Deficit):

Common stock, $0.001 par value;
  50,000,000 shares authorized and
  26,525,000 and 26,525,000 shares
  issued and outstanding, on
  December 31, 2002 and 2001,
  respectively.                                     26,525          26,525
Additional paid-in capital                         593,520         555,666
(Less) subscriptions receivable                   (    200)       (    200)
(Deficit) accumulated during
  the development stage                           (816,122)       (757,501)
                                                   -------         -------

Total Stockholders' (Deficit)                     (196,277)       (175,510)
                                                   -------         -------
Total Liabilities and Stockholders'
  (Deficit)                                      $     322       $   1,547
                                                  ========        ========
The accompanying notes are an integral part of the financial statements.

                                       F-2



                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2002

                                                                    Inception
                                                                 March 7,2000 to
                                                                   December 31,
                                       2002           2001             2002
                                      -----          -----            ------
Revenues:
Sales Commissions                   $43,508        $127,711          $308,064

Operating expenses:
Costs and Expenses:
Salaries and related taxes            1,058         140,535           268,965
Professional fees                    23,013          13,410           423,010
Commissions                             220          27,701            71,717
Marketing, general,
 and administrative                  77,858         138,348           360,707
                                    -------         -------         ---------

Total operating expenses            102,149         319,994         1,124,399
                                    -------         -------         ---------
Operating loss                      (58,641)       (192,283)         (816,335)

Other income or (expense)
Interest income                          20              50               213
                                    -------         -------         ---------

 Net (Loss)                       $( 58,621)     $( 192,233)        $(816,122)
                                   ========        ========         =========

Net (loss) per common share         $(0.001)         $(0.01)           $(0.03)

Weighted average common
  Shares                         26,525,000      25,556,164        25,204,125
                                ===========      ==========        ==========

The accompanying notes are an integral part of the financial statements.

                                       F-3



                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2002

                                                                     Inception
                                                                 March 7,2000 to
                                                                   December 31,
                                              2002           2001           2002
                                              ----           ----           ----
Cash Flows From Operating Activities:
Net (loss)                                $(58,621)     $(192,233)    $(816,122)

Adjustments to Reconcile Net (Loss)
  to Net Cash (Used) by Operating
  Activities:

Depreciation and amortization                  358          2,388         3,311
Write down of fixed assets                      --          6,367         6,367
Stock issued for services                       --         10,350       347,440
Services provided for donated shares            --         40,000        40,000

Changes in Operating Current Assets
  and Liabilities
Commissions receivable                                      9,006           --
Accounts payable and accrued
  expenses                                  24,249          2,937       87,110
Salaries payable                           ( 4,707)       118,875      109,480
Security deposits                                -          1,200     (    322)
                                           -------       --------      -------
Net Cash (Used) by Operating
  Activities
                                           (38,721)      (  1,110)    (222,726)

Cash Flows From Investing Activities:
Purchase equipment                               -              -       (9,678)
                                          --------       --------     --------
Cash Flows (Used) by Investing
  Activities                                     -              -       (9,678)

Cash Flows From Financing Activities:
Issue common stock for cash                      -              -      194,550
Additional paid in capital                  37,854              -       37,854
                                         ---------       --------     --------
Cash Flows Provided by
   Financing Activities                     37,854              -      232,404
                                          --------       --------     --------

Net increase in cash                       (   867)       ( 1,110)           -
Cash at beginning of period                    867          1,977            -
                                         ---------       --------      -------
Cash at end of period                       $    -        $   867      $     -
                                         =========       ========      =======

The accompanying notes are an integral part of the financial statements.

                                       F-4


                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2002

                                   (CONTINUED)

SUPPLEMENTARY SCHEDULE OF NONCASH TRANSACTIONS

2001

1.   The  Company's  principal  shareholder  and  officer  exchanged  $20,090 of
     salaries  receivable  for the Company's  subscription  receivable  from the
     founders of the same amount.

2.   The Company's  principal  shareholder  donated 4,000,000  restricted shares
     valued at $40,000 to obtain Internet  engineering  and marketing  services.
     The shares were valued at $0.01 per share,  approximately 50% of the market
     price of the unrestricted shares.

The accompanying notes are an integral part of the financial statements.



                                       F-5



                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2002


                                               Common Stock           Additional
                                        Number of         Par          Paid-in
                                         Shares          Value         Capital
                                       ----------       ------        ----------

March 7, 2000                                   -            -                -
Shares issued for cash                  2,239,000      $ 2,239         $ 192,511
Shares issued for services              3,170,000        3,170           313,830
Founders stock                         20,091,000       20,091                 -
Net (loss)                                      -            -                 -
(Less)subscriptions receivable)                 -            -                 -
                                      -----------     --------         ---------

Balance, December 31, 2000             25,500,000       25,500           506,341

Shares issued for Services              1,025,000        1,025             9,325
Capital contribution                            -            -            40,000
Net loss                                        -            -                 -
                                       ----------       ------         ---------

Balance, December 31, 2001             26,525,000      $26,525          $556,666
Net loss                                        -            -                 -
Additional capital contribution
 by shareholders                                -            -            37,854
                                      -----------      -------         ---------
Balance, December 31, 2002             26,525,000      $26,525          $593,520
                                      ===========     ========         =========


The accompanying notes are an integral part of the financial statements.







                                       F-6


                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2002



                                                    (Deficit)
                                                   Accumulated
                                                     During
                                   Subscription     Development
                                    Receivable         Stage          Total

March 7, 2000                        $     -         $      -       $       -
Shares issued for cash                     -                -         194,750
Shares issued for services                 -                -         317,000
Founders stock                       (20,091)               -               -
Net (loss)                                 -         (565,268)       (565,268)
(Less) subscriptions receivable      (   200)               -        (    200)
                                    --------         --------        ---------

Balance, December 31, 2000           (20,291)        (565,268)       ( 53,718)

Shares issued for Services                 -                -          10,350
Subscription collected                20,091                -          20,091
Capital contribution                       -                -          40,000
Net loss                                   -         (192,233)       (192,233)
                                    --------        ---------        --------

Balance, December 31, 2001         $(    200)      $ (757,501)      $(175,510)

Net loss                                   -         ( 58,621)        (58,621)
Additional capital contribution
  By shareholders                          -                -          37,854
                                   ---------        ---------        --------
Balance, December 31, 2002         $(    200)       $(816,122)      $(196,277)
                                   =========       ==========        ========

The accompanying notes are an integral part of the financial statements.






                                       F-7



                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS

NOTE 1. NATURE OF OPERATIONS

CARSUNLIMITED.COM, INC. (The Company) was formed in Nevada on March 7, 2000. The
Company 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.
The Company has adopted December 31 as its year-end.

The Company  tried to develop its website  and its  operations  were  limited to
marketing  various lease  products  directly  through  automobile  dealers.  The
Company  arranged  for the dealer to market  the  products  to their  automotive
customers and collect the costs and fees. The Company received  commissions from
the third party administrators.



NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

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.

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.

COMMISSIONS RECEIVABLE

Commissions   receivable  represent  the  Company's  commissions  for  sales  of
automotive  products  (extended  warranties,   GAP  insurance  and  other  lease
products) through  automobile  dealers  (dealers).  These dealers have agreed to
market the  Company's  automotive  products  directly to their  customers and to
collect the fees and costs.  The Company is responsible for servicing the dealer
and  transmitting  the checks to a third party  administrator.  No provision for
uncollectible has been recorded as the Company believes none is necessary.

                                       F-8


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


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

The Company  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.

The Company  reviews 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

Website  development  consists  of fees and  costs in  designing  the  Company's
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

The Company 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.

COMMON STOCK

The Company  offered 389,000 shares at $0.10 per share through a promissory note
wherein the Company  received the proceeds of the notes and in return  agreed to
issue the shares upon the note holder  completing a subscription  agreement from
the Private Placement Offering.  Through December 31,2002, the Company collected
$38,900 in cash.

The Company intended to raise $150,000 by offering 1,500,000 units at a price of
$0.10 per unit,  each unit  consisting  of one share of common  stock  valued at
$0.10 per share and an option to purchase  three  warrants  exercisable at $0.30
per  warrant.   The  Private  Placement   Offering  (PPM)  was  offered  without
registration  under the Securities  Act of 1933 or under the securities  laws of
any state.  Through  December 31, 2000, the Company raised $150,000 in the first
round of  financing  and  expected to have the  warrants  exercised at $0.30 per
warrant in the following year. These warrants were not exercised and expired.

                                       F-9

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


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

COMMON STOCK(Continued)

In 2001, the Company issued 1,025,000 restricted shares for consulting services.
These Shares were valued at approximately  $0.01,  which  represented 50% of the
market price of unrestricted shares, at the time of issue.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Substantially  all of the Company's  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 July 2001, the FASB issued SFAS No. 141, Business Combinations,  and SFAS No.
142, Goodwill and Intangible Assets. SFAS 141 requires all business combinations
initiated  after June 2001 to be  accounted  for using the  purchase  method and
establishes  specific criteria for the recognition of acquired intangible assets
apart from goodwill.  Under SFAS 142, goodwill and  indefinite-lived  intangible
assets are no longer subject to amortization  over their estimated  useful life.
Rather,  these  assets  are  subject  to, at least,  an  annual  assessment  for
impairment by applying a  fair-value-based  test.  The Company  adopted SFAS 141
effective July 1, 2001 and SFAS 142 effective January 1, 2002.

The  adoption of SFAS 141 and SFAS 142  eliminated  the annual  amortization  of
trade name of $1,877,299. The reduction in amortization expense was $93,865.

In June 2001,  the FASB  issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations.  This statement  requires  entities to record the cost of any legal
obligation  for the  retirement of tangible  long-lived  assets in the period in
which it is incurred.  SFAS 143 is effective  for fiscal years  beginning  after
June 15, 2002. The Company adopted the standard  effective  January 1, 2003. The
adoption of SFAS 143 did not have a material  effect on the financial  position,
results of operations or cash flows of the Company.

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-Lived  Assets.  SFAS 144  addresses  financial  accounting  and
reporting  for the  impairment  or disposal of  long-lived  assets.  The Company
adopted  SFAS 144  effective  January 1, 2002.  The adoption of SFAS 144 did not
have a material effect on the financial position,  results of operations or cash
flows of the Company. F-10


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


NOTE 3. INCOME TAXES

The Company has a net operating loss (NOL) carryforward as follows:

Year                      Expiration                                Estimated
                             Date               Amount              Tax Asset

2000                         2020             (565,268)             $197,800
2001                         2021             (192,233)               53,400
2002                         2022             ( 58,621)               20,500
                                             ---------              --------
                                              (816,122)              271,700
Less Valuation allowance                                            (271,700)
                                                                   ---------
                                                                          --
                                                                   =========

The statutory tax rate of the Company is  approximately  35%. No tax benefit has
been reported in the financial statements. The potential tax benefits of the net
operating loss  carryforwards are completely offset by a valuation  allowance of
the same  amount  because it is more  likely  than not that the  Company may not
realize  future  taxable  income.  Furthermore,  because  of the  changes in the
ownership of the major  shareholders,  the Internal Revenue Code severely limits
any future benefits of the net operating loss carryforward.

NOTE 4. GOING CONCERN

The  Company  is  a  development  stage  company  with  limited  operations,  no
substantial,  continuing  source of revenues,  only nominal assets,  and working
capital and  stockholders'  deficits.  The Company's  intended  operations  will
require  substantial  capital and until  revenues are sufficient to fund ongoing
operations,  the  Company  will be  highly  dependent  on  external  sources  of
financing and opportunity to find a suitable  operating entity.  The Company has
no internal  sources of  liquidity  and does not expect to generate any positive
cash flows in the immediate  future.  These conditions raise  substantial  doubt
about its ability to continue as a going concern.

On December 2001, we determined that the expected  revenues from operations will
not be sufficient to meet operating expenses.

NOTE 5. LEASES

The Company had signed a 3-year lease for office space  commencing April 1, 2000
through March 31, 2003. The rental  expenses were $12,000 and $14,400,  for 2001
and 2000, respectively.  In October 2001, the Company and the landlord agreed to
convert  the  lease  to  month-to-month  basis,  at a rate  of $400  per  month.
Presently  the  Company has no  agreement  to pay rent at its new  address,  444
Madison Avenue, New York, N.Y.


                                      F-11


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


NOTE 6. RELATED PARTY TRANSACTIONS

Transactions with Management

The  Company  had  agreed to  certain  transactions  with  Anthony  Genova,  the
Company's former President,  Chief Operating Officer,  Chairman of the Board and
majority shareholder. Such transactions are described below:

1. On July 23, 2001,  the former  President,  Anthony  Genova agreed to transfer
4,000,000  shares to Mr.  Joseph  Marks,  Vice  President  of the  Company,  for
Internet  services.  Mr. Marks had provided  Internet  marketing and engineering
services to the Company since inception. The Board of Directors,  with unanimous
written consent, approved this transfer on December 14, 2001.


NOTE 7. SUBSEQUENT EVENT

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 $69,793.00.
As  a  result  of  this   transaction,   ODC  became  the  beneficial  owner  of
approximately 76% of the Company's outstanding Common Stock. ODC will now direct
the Company's operations.

In connection with the  consummation  of the  transaction,  Anthony Genova,  Jr.
resigned  as  President  of the  Company  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,  the Company's  principal  executive offices
are now located at 444 Madison Avenue, 18th Floor, New York, New York 10022.

On July 1, 2003,  ODC  Partners,  LLC, our largest  shareholder,  entered into a
Revolving  Convertible Credit Agreement with the Company,  which requires ODC to
lend the  Company up to  $100,000  during the  credit  period.  The loan will be
evidenced by promissory  note which bears  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.


                                      F-12


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

On April 21, 2002, the Company was notified that Van Buren & Hauke, LLC would no
longer be the  auditor  for the  Registrant.  On April  21,  2002,  the  Company
appointed the accounting  firm of Bloom & Co., LLP, as the Company's new outside
auditors,  subject  to  shareholder  ratification  of  such  appointment  on the
Company's next annual meeting or, if called prior thereto, special shareholders'
meeting.  The Board had  determined  that the  Company's  requirements  would be
better  served by auditors who are situated in close  proximity to the Company's
management  office  and,  based on a review  of  several  accounting  firms,  we
selected Bloom & Co., LLP, which has public company and auditing experience.

The auditors' report from Van Buren & Hauke, LLC for the Registrant's the period
from  inception on March 7, 2000 to December 31, 2000 was  unqualified.  However
the opinions contained an explanatory paragraph expressing uncertainty regarding
the continuation of the Company as a going concern.

     During the Registrant's most recent fiscal year, from inception on March 7,
2000 to December  31, 2000 and the  subsequent  interim  periods  preceding  the
change,  there  have been no  disagreements  with Van Buren & Hauke,  LLC on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.

     Prior to engaging  Bloom & Co., LLP, the Company  consulted  with Bloom and
Co.,  LLP as to  its  qualifications,  experiences  and  ability  to  audit  the
Company's  financial  statements.  The Company and Bloom & Co., LLP did not have
substantive  discussions regarding the application of accounting principles to a
specified transaction, either complete or proposed, or the type of audit opinion
that might be rendered on the registrant's financial statements and there are no
reports  nor written or oral advice  provided  by the new  accountants'  used in
deciding to retain Bloom & Co., LLP. Further, as noted, there was no matter that
was  the  subject  of a  disagreement  as  described  in Item  304(a)(1)(iv)  of
Regulation S-K, promulgated by the Securities and Exchange Commission.




                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
     COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT OF THE REGISTRANT

Our Bylaws  provide that we shall have a minimum of one director on the board at
any one time. Vacancies are filled by a majority vote of the remaining directors
then in office.  During the year ended  December 31,  2002,  the  directors  and
executive officers of the Company were as follows:


NAME  AND  ADDRESS               AGE     POSITIONS  HELD
                                 ---     ---------------
ANTHONY  J.  GENOVA, JR          42     Director, President  & CEO (1)
LAWRENCE GENOVA                  45     Director (1)
MICHAEL MAKROPOULOS              43     Director (1)
JOSEPH  ("SKIP") MARKS           46     Director/VP of Internet Marketing
                                         Development (1)
WILLIAM QUINN                    53     Director/Treasurer, Secretary (1)

(1)  Resigned  on June  13,  2003 as  President  and  Chief  Executive  Officer.
     Resigned as a director,  which will be effective  10 days after  mailing to
     the shareholders, Schedule 14-F-1.

The above  named  directors  served  as the  director  until  June  13,2003.  In
connection  with the  consummation  of the  Share  Purchase  Agreement,  Anthony
Genova, Jr. resigned as President of the Company and Marks resigned as Secretary
and Vice President effective June 13, 2003.

As contemplated by the Share Purchase Agreement,  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 then existed four vacancies on the
Board.  Mr. Daniel Myers,  as designee of ODC, was appointed by Anthony  Genova,
Jr.,  the  remaining  member  of the  Board,  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 Board  resignation of Anthony  Genova,  Jr. will become
effective.  As of June 13, 2003, the sole executive officer of the Company is as
follows:



NAME  AND  ADDRESS                         AGE              POSITIONS  HELD
------------------                        -----         ------------------------
Daniel Myers,                               33          Chief Executive Officer,
444 Madison Ave 18th Floor                              President, Secretary
New York, NY 10022                                       and member of the
                                                         Board of Directors




DANIEL MYERS

Daniel Myers is Registered Representative of Sloan Securities, Inc. a registered
broker-dealer and member of the NASD. Since April,  2003, Mr. Myers has been the
Managing  Director and  Co-Founder of Ocean Drive  Capital,  LLC and Ocean Drive
Holdings,  LLC, a privately held investment fund. Prior to joining Sloan in June
2003,  Mr. Myers was Managing  Director of  Investment  Banking at Atlas Capital
services,  a  registered  broker-dealer  and a member of NASD.  Mr. Myers was an
Investment Banker at Sunrise Securities, a registered broker-dealer and a member
of NASD,  from  1999-2001,  where he was  responsible  for raising more than $50
million for Biotechnology and Hi-Tech companies.  From 1998-2000,  Mr. Myers was
an Investment  Banker at Beta Capital where he was  responsible  for raising $20
million for private technology companies.  From 1993-1997, Mr. Myers managed the
estates  of high net worth  individuals  and from  1991-1992  was a Real  Estate
investment banker with DJR Capital where he was involved in raising $500 million
in debt financing for New York State Real Estate developers. Mr. Myers graduated
in 1990 from New York University with a BS in Finance. Mr. Myers currently holds
a Series 62 license.

ANTHONY J. GENOVA, JR. (Resigned as President and CEO June 13, 2003)

Mr. Genova has 21 years  experience in the  automobile  industry and the banking
business. He has been employed with Chemical Bank and Marine Midland Bank. He is
currently  employed  at  Citibank.   His  banking  experience   includes  sales,
wholesale,  credit and collections.  Mr. Genova also has extensive experience in
the  Automotive  Dealership  area  where he was  General  Manager,  Finance  and
Insurance  Manager.  He has also been an independent  representative  for dealer
sales involving extended service  contracts,  finance,  and insurance  training.
Anthony Genova is the brother of Lawrence Genova.

LAWRENCE GENOVA (Resigned June 13, 2003)

Mr. Genova has been in the  information  services  profession  for 20 years.  He
currently is a software  architect and engineer for North Shore Health  Systems.
Mr. Genova has a strong technical background in UNIX,  NT/98/95,  Cisco routers,
Novell  as well  as  mainframe  and  mini  computer  installations.  Mr.  Genova
currently consults in large multi-platform computer centers.  Lawrence Genova is
the brother of Anthony Genova.

WILLIAM F. QUINN (Resigned June 13, 2003)

Mr. Quinn has been a CPA for twenty-five  years. He has extensive  experience in
financial  controls  and  management.  Mr.  Quinn is a  graduate  of  Providence
College, Rhode Island.

JOSEPH "SKIP" MARKS (Resigned June 13, 2003)

After receiving a BS in Engineering from the Colorado School of Mines, Mr. Marks
began  his   professional   development  at  Nalco  Chemical  Company  and  then
Schlumberger.   After  holding  several  management  positions  including  Sales
Manager, Regional Operations Manager, and National Business Development Manager,
he moved to Marketing  Manager,  North  America for the $250 Million  Production
Services line for Schlumberger.  While in this position,  he developed  Intranet
and Internet  Sales and  technology  transfer  strategies  and  coordinated  all
marketing   activities   including   product   development,   product  rollouts,
advertising and R and D input. 10

Currently, he is Chairman of MaxVentures, Inc. an Internet business Construction
Company.  This company  focuses on  formative  stage-business  opportunities  by
supplying  strategic   direction,   business   preparation,   web  and  software
architecture, valuation, financial forecasts and sales and marketing strategies.
Mr. Marks has U.S. and International  Patents, is nationally published,  and has
an MBA in Finance  and  Marketing  from  Tulane  University.  Mr.  Marks and Mr.
Makropoulos are brothers.

MICHAEL MAKROPOULOS (Resigned June 13, 2003)

Mr.  Makropoulos  contributes  more than 22 years of high-tech  experience.  Mr.
Makropolous   successfully   established  Pan-Kurta  European  distribution  and
operations  in the United  Kingdom and Belgium for Kurta Corp. a major  computer
peripherals  manufacturer.  More  recently,  he was  responsible  for  sales and
channel development for a division of Xerox. Presently, Michael is Vice-Chairman
of Adventures,  an Internet business  construction firm. This company focuses on
emerging  and second stage  e-businesses  opportunities  by supplying  strategic
direction,  business  preparation,  web and  software  architecture,  valuation,
financial  forecasts  and sales and marketing  strategies.  In addition to being
nationally published, he actively participates,  speaks and panels for the World
Computer Law Congress and the Software Publishers Association. Mr. Marks and Mr.
Makropoulos are brothers.

(b)  Significant Employees.

Other than the officers and  directors,  there are no employees who are expected
to make a significant contribution to our corporation.

(c)  Family Relationships.

Lawrence  Genova,  a director,  is the brother of Anthony J.  Genova,  Jr.,  the
Company's President, CEO and a director.

     Two  of the  Company's  directors,  Mr.  Marks  and  Mr.  Makropoulos,  are
brothers.

(d)  Legal Proceedings.

We are not aware of any material legal proceedings that have occurred within the
past five years  concerning any director,  director  nominee,  or control person
which involved a criminal conviction,  a pending criminal proceeding,  a pending
or concluded  administrative or civil proceeding limiting one's participation in
the securities or banking industries,  or a finding of securities or commodities
law violations.

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth summary information concerning  compensation
awarded to, earned by or paid to Anthony J. Genova,  Jr., our Chairman and Chief
Executive  Officer,  for the year ended December 31, 2002. The "named  executive
officer" received  perquisites and other personal benefits in addition to salary
and bonus during the periods stated.  Our president did not receive a salary and
cash bonus in excess of $100,000  for  services  rendered  during  those  fiscal
years.


                           SUMMARY COMPENSATION TABLE
                             Long-Term Compensation
                          -----------------------------
            Annual  Compensation      Awards        Payouts
            ---------------------     ------        -------
Name  and                             Restricted
Principal                             Stock        Other($)
Position(s)        Year    Salary($)  Bonus($)   Compensation Awards  (# shares)


Anthony Genova (1) 2002   $  1,058       -           -           -         -
                   2001    124,000       -           -           -         -

(1)  Through  December 31, 2002,  Anthony J. Genova,  Jr.  earned  approximately
     $125,058 of which $109,490 is accrued.

(2)  On June 13, 2003, Anthony J. Genova, Jr. resigned and converted $100,000 of
     accrued salaries due to him into 100,000 shares of Common Stock.

Employment Agreements.

Currently, we have no written employment agreements with any of our key officers
and directors.

OPTION GRANTS IN FISCAL YEAR 2002

We have not granted any options to our officers or directors to purchase  shares
of our common stock for the fiscal year ended December 31, 2002.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the date of this Report
regarding  the  beneficial  ownership  of our  common  stock held by each of our
executive officers and directors, individually and as a group and by each person
who beneficially owns in excess of five percent of the common stock.

The number of shares of common stock beneficially owned by each person or entity
is  determined  under the  rules  promulgated  by the SEC.  Under  those  rules,
beneficial  ownership  includes  any shares as to which the person or entity has
sole or shared voting power or investment  power and shares which that person or
entity has the right to acquire  within  sixty  days  after June 30,  2003.  The
inclusion  in this  section of any  shares  deemed  beneficially  owned does not
constitute an admission by that person of beneficial ownership of those shares.

In June 13, 2003, Mr. Genova and other  officers  entered the agreement and sold
their  shares  to ODC.  As a result  of the  agreement,  ODC  beneficially  owns
approximately  76% of the  Company's  outstanding  common  Stock;  (ii)  Anthony
Genova,  Jr.  beneficially  owns  1,100,000  shares or  approximately  4% of the
Company's  outstanding  Common  Stock;  and Joseph Marks owns 400,000  shares or
approximately 1.5% of the Company's outstanding Common Stock. 12


                             Number  of  shares  of         Percent  of
                             common  stock                  common  stock
                             beneficially                   beneficially
Name  of                     owned  or  right               owned  or  right
Beneficial  Owner            to  direct  vote(1)            to direct vote (1)
-------------------        -----------------------         -----------------
Daniel Myers
  Director and President          19,931,000                     76.0% (2)
ODC                               19,931,000                     76.0%
Officers and Directors as
 a group (1 persons)              19,931,000                     76.0%


     (1)  Such  figures  are based upon  26,525,000  shares of our common  stock
          issued and  outstanding as of June 13, 2003.  Such figure  includes an
          aggregate  of  2,550,000  shares of our common  stock  authorized  for
          issuance. These shares have not yet been physically delivered to their
          respective shareholders due to the Company's inability to make payment
          to its transfer  agent on  outstanding  invoices.  Except as otherwise
          noted in these  footnotes,  the  nature of  beneficial  ownership  for
          shares reported in this table is sole voting and investment power.

     (2)  Includes  the shares  owned by ODC  Partners,  LLC, Mr. Myers has sole
          voting and dispositive power over the shares.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  The  following  documents  are filed as part of this Annual  Report on Form
     10-KSB:

(1)  Exhibits


23.1 Consent of bloom & Co., LLP


                     CONSENT OF CERTIFIED PUBLIC ACCOUNTANT



We consent to the  incorporation  by  reference  in this  Annual  Report on Form
10-K-SB of CarsUnlimited.Com, Inc. of our report dated June 26, 2003 included in
the Annual Report to Stockholders of CarsUnlimited.Com, Inc.



Bloom and Co., LLP
s/Bloom and Co.,  LLP
Hempstead, New York
July 10, 2003


(b) Reports on Form 8-K

There were no reports  filed on a Form 8-K for the fourth  quarter of the fiscal
year ended December 31, 2002.

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


ITEM 14. CONTROLS AND PROCEDURES

     (a)  Evaluation  of  disclosure  controls  and  procedures.  Based on their
          evaluation  as of a date  within  90 days of the  filing  date of this
          report,  the  Company s  principal  executive  officer  and  principal
          financial  officer  have  concluded  that  the  Company  s  disclosure
          controls and procedures  (as defined in Rules  13a-14(c) and 15d-14(c)
          under  the  Securities  Exchange  Act of 1934 (the  Exchange  Act) are
          effective to ensure that  information  required to be disclosed by the
          Company in reports that it files or submits  under the Exchange Act is
          recorded,  processed,  summarized and reported within the time periods
          specified in Securities and Exchange Commission rules and forms.

     (b)  Changes in internal controls. There were no significant changes in the
          Company  s  internal   controls  or  in  other   factors   that  could
          significantly  affect these  controls  subsequent to the date of their
          evaluation.   There  were  no  significant  deficiencies  or  material
          weaknesses, and therefore there were no corrective actions taken.


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: July 10, 2003

                                            CARSUNLIMITED.COM, INC.
                                            /s/ Daniel Myers
                                             _____________________
                                            By:  Daniel Myers
                                            President, CEO  & Sole Director
                                            Principal Executive Officer and
                                            Principal Finance Officer






                                 CERTIFICATIONS

I, Daniel Myers, the Registrant's President and Chief Executive Officer, certify
that:

1.   I have  reviewed  this annual  report on Form 10-KSB of  CarsUnlimited.Com,
     Inc.

2.   Based on my  knowledge,  this  annual  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 annual report;

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

4.   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: a)
     designed such  disclosure  controls and  procedures to ensure that material
     information relating to the registrant, including its subsidiaries, is made
     known to us by others within those entities, particularly during the period
     in  which  this  annual  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 annual  report (the
     "Evaluation  Date"); and c) presented in this annual report our conclusions
     about the effectiveness of the disclosure  controls and procedures based on
     our evaluation as of the Evaluation Date;

5.   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  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
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: July 10, 2003

/s/ Daniel Myers
President & Chief Executive Officer




                                 CERTIFICATIONS

I, Daniel Myers, the Registrant's Chief Financial Officer, certify that:

1.   I have  reviewed  this annual  report on Form 10-KSB of  CarsUnlimited.Com,
     Inc;

2.   Based on my  knowledge,  this  annual  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 annual report;

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

4.   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: a)
     designed such  disclosure  controls and  procedures to ensure that material
     information relating to the registrant, including its subsidiaries, is made
     known to us by others within those entities, particularly during the period
     in  which  this  annual  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 annual  report (the
     "Evaluation  Date"); and c) presented in this annual report our conclusions
     about the effectiveness of the disclosure  controls and procedures based on
     our evaluation as of the Evaluation Date;

5.   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  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
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: July 10, 2003

/s/ Daniel Myers
Chief Financial Officer