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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1
                                   (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, 2004

 [ ] 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) 308-2233

      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 no revenues 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, as of March 30 2005, was $59,152(computed by reference to the
closing sale price of the Common Stock on March 30, 2005 that was $0.08.

The number of shares issued and outstanding of the registrant's Common Stock,
$.001 par value is 31,125,000 (as of December 27, 2005).

                                EXPLANATORY NOTE

This Amendment No. 1 to our Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004 modifies the previously filed Form 10-KSB to clarify
certain information regarding the timing of our evaluation of our disclosure
controls and procedures. Except as required to reflect the changes noted above,
this Form 10-KSB/A does not attempt to modify or update any other disclosures
set forth in the original filing. Additionally, this Form 10-KSB/A does not
purport to provide a general update or discussion of any other developments at
the Company subsequent to the original filing. The filing of this Form 10-KSB/A
shall not be deemed an admission that the original filing, when made, included
any untrue statement of material fact or omitted to state a material fact
necessary to make a statement not misleading


<PAGE>

                             CARSUNLIMITED.COM, INC.

                          2004 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS

                                                                           Page
PART I
--------------------------------------------------------------------------------

Item 1.     Business                                                           1

Item 2.     Properties                                                         3

Item 3.     Legal Proceedings                                                  3

Item 4.     Submission of Matters to a Vote of Security Holders                3

PART II

Item 5.     Market for the Registrant's Common Equity and Related
              Stockholder Matters                                              4

Item 6.     Management's Discussion and Analysis of
              Financial Condition and Results of Operations                    4

Item 7.     Financial Statements and Supplementary Data                      F-1

Item 8.     Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure                           8
PART III

Item 9.     Directors and Executive Officers of the Registrant                 9

Item 10.    Executive Compensation                                            11

Item 11.    Security Ownership of Certain Beneficial
              Owners and Management and Related
              Stockholder Matters                                             11

Item 12.    Certain Relationships and Related Transactions                    12

Item 13.    Exhibits, Financial Statement Schedules
              and Reports on Form 8-K                                         13

Item 14.    Controls and Procedures                                           13

Item 15.    Principal accounting fees and services                            14
            Certifications                                                    17


<PAGE>

                                     PART I

              Preliminary Note Regarding Forward-Looking Statements

The following items contain certain "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which represent the expectations or beliefs of
CarsUnlimited.Com, Inc. ("we", "us", "our", the "Company"), including, but not
limited to, statements regarding our seeking to consummate a sale and/or a
business combination with a profitable privately owned company and the
sufficiency of the Company's cash and financial resources to support the cost of
developing such new relationships as well as for its other ongoing liquidity and
capital resource needs. For this purpose, any statements contained herein that
are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could," "should,"
"estimate," "continue," "project," "target," or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, some of which are beyond the Company's control. Readers are
cautioned that any such forward-looking statements are not guarantees of future
performance and that actual results may differ materially from those projected
in the forward-looking statements as a result of various factors. The
accompanying information contained herein, including, without limitation, the
information set forth under the headings "Management's Discussion and Analysis
or Plan of Operation," and "Business," identifies important factors that could
cause such differences. These forward-looking statements are further qualified
by important factors that could cause actual events to differ materially from
those in such forward-looking statements. Such factors 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.

ITEM 1. BUSINESS

In this report, references to the "Cars", "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 March 31, 2005, our corporate address was 444 Madison Avenue, 18th
floor, New York, NY 10022. The Company's telephone number is 212-308-2233. Web
address is http://www.carsunlimited.com. We are a development stage company. Our
goal was to provide our website 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 was intended to offer Internet users a quick and easy way
to search for automobile related needs according to their interests via the
Internet. Even though our business has been curtailed our website is still
operational.


                                       1
<PAGE>

Business Development

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.

In December 2001, we determined that the expected revenues from operations would
not be sufficient to meet operating expenses and were forced to curtail
operational activities until such time as we can 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 an aggregate purchase price of $69,793.
ODC now owns 76% of the outstanding shares of the registrant. ODC Partners, LLC
intends to continue to maintain our minimal operations through our website.

In connection with that commitment, ODC Partners, LLC on July 1, 2003, entered
into a Revolving Convertible Credit Facility with the Company, which requires
ODC to lend the Company up to $100,000 during the credit period. The loans will
be evidenced by promissory notes which bear interest at the rate of prime plus
2% and are due and payable on June 30,2003. The loans are convertible, at the
option of ODC Partners into common stock of the Company at the rate of $.01 per
share. Under the Credit Facility, the Company borrowed $25,000 during the year
ended December 31, 2004. The ODC converted $5,000 of the loan to 500,000 shares
of common stock in 2004.

All funds used by ODC Partners to purchase the shares from Sellers were obtained
from the working capital of ODC.

In March 2005, we issued and sold 750,000 shares of our common stock to three
investors at $0.10 per share for an aggregate purchase price of $75,000.


                                       2
<PAGE>

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 is 444 Madison Avenue, 18th floor, New York, NY 10022. Our
telephone number is 212-308-2233 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. We are not involved in any
current litigation.

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

No matter was submitted during the fourth quarter of the year ended December 31,
2004 to a vote of our security holders.


                                       3
<PAGE>

                                     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
                                                    ----              ---
First Quarter of 2003                                N/A              N/A
Second Quarter of 2003                               N/A              N/A
Third Quarter of 2003                               .005             .005
Fourth Quarter of 2003                               N/A              N/A

First Quarter of 2004                               $0.10            $0.09
Second Quarter of 2004                              $0.18            $0.05
Third Quarter of 2004                               $0.05            $0.07
Fourth Quarter of 2004                              $0.04            $0.13


N/A = Not available

SECURITY HOLDERS

As of December 31, 2004, there were 76 shareholders of record of the Company's
Common Stock and there were 30,125,000 shares of our common stock outstanding.
On March 15, 2005, the closing bid price of the Common Stock was $0.08 per
share.

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 of the fiscal year ended December 31, 2004, there were
no issuances of unregistered securities.

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


                                       4
<PAGE>

Results of operations for the Fiscal Years Ended December 31, 2004 and 2003

CarsUnlimited.com had no revenues for the year ended December 31, 2004. The
revenues for the year ended December 31, 2003 were $2,339, a decrease of $2,339
(100%) for the period. The 2003 revenues were commissions for the sale of
products and services through our website. We have no cost of goods sold. The
company had no sales activities in 2004.

We had no research and development cost for either 2003 or 2004.

No salaries and related costs were incurred for 2003 and 2004. The principal
reason for decrease in salaries was direction of the management's efforts away
from operations to finding a merger partner.

Professional fees decreased from $10,878 in 2003 to $7,627 in 2004, a decrease
of $3,251 (30%). The professional fees were primarily in relation to the legal
work associated with finding suitable merger partners, accounting fees,
preparation and filing of the forms required by the SEC.

The amount of $50,213, the proceeds from issuance of the convertible debt, equal
to the difference between the fair value of the common stock and the conversion
price, was allocated to additional paid-in-capital. Because the debt is
convertible at the date of issuance, the debt discount of $50,213 was charged to
interest expense at that date.

No commissions were paid for 2004 and 2003. The Company did not employ the
service of outside sales persons in 2004.

Marketing, general and administrative expenses decreased from $14,135 for the
year 2003 to $13,676 for the year 2004, a decrease of $459 or 3%. The principal
reason was the reduced level of operations in 2004.

Total operating expenses decreased from $25,012 in the year 2003 to $21,303 in
the year 2004, a decrease of $3,709 or 15% because of reduced operations.

The operating loss for the year 2004 was $71,516 as compared to the loss in
2003, which was $13,122, an increase in the loss of $58,394 or 445%.

Results of operations for the Period from Inception, March 7,2000 to December
31, 2004

The revenues of the Company were $310,403 as compared to operating expenses of
$1,170,714, resulting in a net operating loss of $860,311, and net loss of
$900,760, over the period from inception to December 31, 2004. The reasons 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 and the Company's decision to find a merger partner.


                                       5
<PAGE>

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"), 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, 2004 and 2003

As of December 31, 2004, cash totaled $10,672 as compared to $2,143 at December
31, 2003. Cash used by operating activities was $30,721 in 2004 as compared to
$20,857 in 2003. Net working capital deficit of the Company was $81,490 in 2004
as compared to $65,187 in 2003.

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, 2004

We used $334,385 of cash for our operations, from inception to December 31,
2004. A significant part of our operating expenses was not paid in cash. We
issued 4,995,000 shares of common stock for $335,350 of services. We issued
20,091,000 shares of common stock to our founders, recorded accounts payable of
$57,912.

As part of an agreement to sell a substantial portion of his shareholding
interest in us, the previous officer and principal shareholder of the Company
agreed to forgive $108,490 of Salaries and $2,417 of loans receivable from the
Company, on June 13, 2003. The transaction resulted in a decrease of $110,907 in
salaries payable and an increase in additional paid-in-capital. Also, the
officer received 100,000 shares of common stock valued at $1,000 in exchange for
$100,000 in salaries payable to him.

We obtained $194,550 of cash through selling 2,239,000 shares and $37,854 from
capital contribution from a shareholder and 23,000 from convertible notes
payable. The notes payable were converted to 2,300,000 shares of common stock in
December 2003.

On July 1, 2003, ODC Partners, LLC, the Company's largest shareholder, entered
into a Revolving Convertible Credit Facility with Cars, which requires ODC to
lend us up to $100,000 during the credit period. The loans are convertible, at
the option of ODC Partners into common stock of the Company at the rate of $.01
per share.

In 2003, Cars issued a Convertible one-year promissory note in the amount of
$15,000 with interest to be paid until maturity at a rate of prime plus two
percent (2%). The note agreement provided that after a 10 days notice, we may
prepay the Note without penalty. The Holder of the Note may elect to have all or
a portion of accrued and unpaid interest converted into a number of shares of
the Common Stock at a Conversion Price of $0.01 per share.


                                       6
<PAGE>

In 2003, the note holder converted $23,000 of notes to 2,300,000 shares of
common stock. The market prices of the company shares were unavailable in 2003.

In 2004, the company incurred additional liability of $26,617 for monies
advanced under the convertible note payable and related accrued interest. The
additional debt and interest amount are convertible to 2,661,700 shares of
common stock.

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 Facility with us, which requires ODC
to lend us up to $100,000 during the credit period. The loans will be evidenced
by promissory notes which bear interest at the rate of prime plus 2% and are due
and payable on June 30, 2003. The loans are convertible, at the option of ODC
Partners into common stock of Cars at the rate of $.01 per share. In March 2005,
we sold 750,000 shares of our common stock at $0.10 per share to three
accredited investors.

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 the
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.


                                       7
<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

                              FINANCIAL STATEMENTS

               FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 AND
       FOR THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2004

                                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                                       F-8


<TABLE>
<S>                                                            <C>
BLOOM & CO., LLP.50 CLINTON ST, SUITE 502.HEMPSTEAD.N.Y 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                                 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, 2004 and 2003 and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
years ended December 31, 2004 and 2003. 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 total revenues of $136,845 and a net loss of $(565,268). Our opinion,
insofar as it relates to the amounts included for such prior period, is based
solely on the report of such other auditors.
</TABLE>


<PAGE>

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). These 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 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, 2004 and 2003 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 & Co., LLP
Hempstead, New York
March 31, 2005

                                       F-1
<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003


                                                          2004           2003
                                                       ---------      ---------
ASSETS
Cash                                                   $  10,672      $   2,143

Total Current Assets                                      10,672          2,143

Equipment and furniture, net                                  --             --
Security deposits                                             --             --
                                                       ---------      ---------
Total Assets                                           $  10,672      $   2,143
                                                       =========      =========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Account payable and accrued expenses                   $  57,912      $  67,330
Capital automotive inc                                        --             --
Loans Payable Shareholder                                 34,250             --
                                                       ---------      ---------
Total Current Liabilities                                 92,162         67,330

Stockholders' (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 December 31, 2004 and 2003,
  Respectively                                            30,125         29,625
Additional paid-in capital                               789,345        734,632
(Less) subscriptions receivable                             (200)          (200)
(Deficit) accumulated during
  the development stage                                 (900,760)      (829,244)
                                                       ---------      ---------
Total Stockholders' (Deficit)                            (81,490)       (65,187)
                                                       ---------      ---------
Total Liabilities and Stockholders'
  (Deficit)                                            $  10,672      $   2,143
                                                       =========      =========




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

                                       F-2
<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
               FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2004


                                                                   Inception
                                                                March 7,2000 to
                                                                  December 31,
                                     2004            2003            2004
                                 ------------    ------------   ---------------
Revenues:
Sales Commissions                $         --    $      2,339   $       310,403
                                 ------------    ------------   ---------------

Net income                                 --           2,339           310,403

Operating expenses:
Costs and Expenses:                        --              --
Salaries and related taxes                 --              --           423,010
Professional fees                       7,627          10,878           287,470
Commissions                                --              --            71,717
Marketing, general,
 and administrative                    13,676          14,134           388,517
                                 ------------    ------------   ---------------

Total operating expenses               21,303          25,012         1,170,714
                                 ------------    ------------   ---------------

Operating loss                        (21,303)        (22,673)         (860,311)

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

Income (loss) before
 extraordinary items                  (71,516)        (22,673)         (910,311)
Gain from extinguishments, net             --           9,551             9,551
                                 ------------    ------------   ---------------
Net income(Loss)                      (71,516)        (13,122)         (900,760)

Provision for income taxes                 --         (26,700)          (26,700)
Tax benefit of loss
 Carryforward                              --          26,700            26,700

Net income(Loss)                 $    (71,516)   $    (13,122)  $      (900,760)
                                 ============    ============   ===============

Basic and diluted
earnings per common share
Income (loss)before
 Extraordinary items             $     (0.001)   $     (0.002)           (0.032)
Extraordinary gain                                      0.000             0.000
                                 ------------    ------------   ---------------

Net income (loss)                      (0.001)         (0.002)           (0.032)
                                 ============    ============   ===============

Weighted average common
  Shares                           30,109,000      27,152,000        26,904,796
                                 ============    ============   ===============


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

                                       F-3
<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2004


                                                                   Inception
                                                                March 7,2000 to
                                                                  December 31,
                                           2004         2003          2004
                                        ---------    ---------  ---------------
Cash Flows From Operating Activities:
Net (loss)                              $ (71,516)   $ (13,122         (900,760)

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

Depreciation and amortization                  --           --            3,311
Write down of fixed assets                     --           --            6,377
Interest expense -
   Beneficial conversion                   50,213           --           50,213
Stock issued for services                      --        8,000          335,350
Gain from extinguishments of debt              --       (9,551)              --)

Changes in Operating Current Assets
  and Liabilities
Accounts payable and accrued
  expenses                                 (9,418)      (6,506)          57,912
Contributed officer salaries                   --           --          113,212
Security deposits                              --          322               --
                                        ---------    ---------  ---------------
Net Cash (Used) by Operating
  Activities                              (30,721)     (20,857)        (334,385)

Cash Flows From Investing Activities:
Purchase equipment                             --           --           (9,688)
                                        ---------    ---------  ---------------
Cash Flows (Used) by Investing
  Activities                                   --           --           (9,688)

Cash Flows From Financing Activities:
Issue common stock for cash                    --           --          194,550
Notes payable                              39,250       23,000           62,250
Additional paid in capital                     --           --           97,754
                                        ---------    ---------  ---------------
Cash Flows Provided by
   Financing Activities                    39,250       23,000          354,745

Net increase in cash                        8,529        2,143           10,672
Cash at beginning of period                 2,143           --               --
                                        ---------    ---------  ---------------

Cash at end of period                   $  10,672    $   2,143  $        10,672
                                        =========    =========  ===============


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

                                       F-4
<PAGE>

                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2004

                                   (CONTINUED)

SUPPLEMENTARY SCHEDULE OF NONCASH TRANSACTIONS

2004

The Company's principal shareholder converted $5,000 of convertible notes
payable to 500,000 shares of common stock.

The amount of $50,213, the proceeds from issuance of the convertible debt, equal
to the difference between the fair value of the common stock and the conversion
price, was allocated to additional paid-in-capital. Because the debt is
convertible at the date of issuance, the debt discount of $50,213 was charged to
interest expense at that date.

2003

As a part of an agreement to sell a substantial portion of his shareholding
interest in the Company, the previous officer and principal shareholder of the
Company agreed to forgive $108,490 of Salaries and $ 2,417 of loans receivable
from the Company, on June 13, 2003. The transaction was recorded as a decrease
in salaries payable and increase in additional paid in capital. Also, the
officer received 100,000 shares of common stock valued at $1,000 in exchange for
accrued salary of $100,000 payable to him.

The Company's principal shareholder converted $23,000 of notes payable to
2,300,000 shares of common stock.


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


                                       F-5
<PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
               FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2004


                                            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   $  555,666
Net loss                                  --           --           --
Additional capital contribution
 by shareholders                          --           --       37,854
                                  ----------   ----------   ----------

Balance, December 31, 2002        26,525,000   $   26,525   $  593,520
Shares issued in exchange for
 Convertible loan                  2,300,000        2,300       20,700
Shares issued for services           800,000          800        7,200
Additional capital contribution      113,212
Net loss                                  --           --           --
                                  ----------   ----------   ----------

Balance, December 31, 2003        29,625,000   $   29,625   $  734,632
                                  ==========   ==========   ==========

Shares issued in exchange for
 Convertible loan                    500,000          500        4,500
Beneficial conversion of notes            --           --       50,213
Net loss                                  --           --           --
                                  ----------   ----------   ----------

Balance, December 31, 2004        30,125,000   $   30,125   $  789,345
                                  ==========   ==========   ==========


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


                                       F-6
                                     <PAGE>

                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
               FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2004

                                                   (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)
Shares issued in exchange for
 convertible loan                       23,000
Shares issued for services               8,000
Additional paid in capital
 Contribution                          113,212
Net gain                                    --
Additional capital contribution
  By shareholders                           --        (13,122)     (13,122)
                                  ------------    -----------    ---------

Balance, December 31, 2003        $       (200)   $  (829,244)   $ (65,187)

Shares issued in exchange for
 convertible loan                        5,000
Beneficial conversion of notes              --             --       50,213
Net loss                                    --        (71,516)     (71,516)
                                  ------------    -----------    ---------

Balance, December 31, 2004        $       (200)   $  (900,760)   $ (81,490)
                                  ============    ===========    =========


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

                                       F-7

<PAGE>

                             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 the dealers 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 outstanding Common Stock. ODC will now direct Carsunlimited.com
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
<PAGE>

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

REVENUE RECOGNITION SALES COMMISSIONS

Sales commissions are recognized in the period in which they are earned, using
the accrual basis of accounting. Sales commissions are earned as a percentage of
the total fee charged the customer at the time of the completion of the sale for
the particular type of automotive product.

EQUIPMENT AND FURNITURE

Equipment and furniture are stated at cost. Depreciation is recorded on a
straight-line basis over the estimated useful lives of 5 years.

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
<PAGE>

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

FAIR VALUE OF FINANCIAL INSTRUMENTS

Substantially all of our assets and liabilities are carried at fair value or
contracted amount, which approximates fair value.

(LOSS) PER COMMON SHARE

Net (loss) per common share is based on the weighted average of common shares
outstanding during the period.

ACCOUNTING FOR CONVERTIBLE NOTES

The Company has issued convertible debt securities with non-detachable
conversion features. The note holder has the right to have the notes and all or
a portion of accrued and unpaid interest converted into a number of shares of
the Common Stock at a Conversion Price of $0.01 per share. The Company has
recorded the fair value of the beneficial conversion features as interest
expense and an increase to Additional Paid in Capital.

RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123") and supercedes APB Opinion No. 25, "Accounting for
Stock Issued to Employees." SFAS 123R requires that all share-based payments to
employees, including grants of employee stock options, be recognized in the
financial statements based on their fair values, beginning with the first
interim or annual period after June 15, 2005, with early adoption encouraged.
The pro forma disclosures previously permitted under SFAS 123, no longer will be
an alternative to financial statement recognition. We are required to adopt SFAS
123R in the third quarter of 2005. Under SFAS 123R, we must determine the
appropriate fair value model to be used in valuing share-based payments, the
amortization method for compensation cost and the transition method to be used
at the date of adoption. Upon adoption, we may choose from two transition
methods: the modified-prospective transition approach or the
modified-retroactive transition approach. Under the modified-prospective
transition approach we would be required to recognize compensation cost for
awards that were granted prior to, but not vested as of the date of adoption.
Prior periods remain unchanged and pro forma disclosures previously required by
SFAS No. 123 continue to be required. Under the modified-retrospective


                                      F-10
<PAGE>

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RECENTLY ISSUED ACCOUNTING STANDARDS (Continued)

transition method, we would be required to restate prior periods by recognizing
compensation cost in the amounts previously reported in the pro forma disclosure
under SFAS No. 123. Under this method, we would be permitted to apply this
presentation to all periods presented or to the start of the fiscal year in
which SFAS No. 123R is adopted. We would also be required to follow the same
guidelines as in the modified-prospective transition method for awards granted
subsequent to adoption and those that were granted and not yet vested. We are
currently evaluating the requirements of SFAS 123R and its impact on our
consolidated results of operations and earnings per share. The adoption of this
standard had no effect on the financial statements of the Company.

In December 2004, the FASB issued Staff Position ("FSP") No. 109-2, "Accounting
and Disclosure Guidance for the Foreign Earnings Repatriation Provision within
the American Jobs Creation Act of 2004" ("FSP 109-2"). This position provides
guidance under FASB Statement No. 109 ("SFAS 109"), "Accounting for Income
Taxes", with respect to recording the potential impact of the repatriation
provisions of the American Jobs Creation Act of 2004 (the "Jobs Act") on
enterprises' income tax expense and deferred tax liability. We have considered
FSP No. 109-2 and have determined that this pronouncement is not applicable to
our current operations.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- An Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions"
("SFAS 153"). SFAS 153 eliminates the exception from fair value measurement for
nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB
Opinion No. 29, "Accounting for Nonmonetary Transactions," and replaces it with
an exception for exchanges that do not have commercial substance. SFAS 153
specifies that a nonmonetary exchange has commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange. SFAS 153 is effective for fiscal periods beginning after June 15,
2005. We have considered SFAS 153 and have determined that this pronouncement is
not applicable to our current operations.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - An Amendment
of ARB Opinion No. 43, Chapter 4" ("SFAS 151"). SFAS 151 amends the guidance in
ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
material (spoilage).


                                      F-11
<PAGE>

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RECENTLY ISSUED ACCOUNTING STANDARDS (Continued)

Among other provisions, the new rule requires that items such as idle facility
expense, excessive spoilage, double freight, and rehandling costs be recognized
as current period charges regardless of whether they meet the criterion of "so
abnormal" as stated in ARB No. 43. Additionally, SFAS 151 requires that the
allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities. SFAS 151 is effective for
fiscal years beginning after June 15, 2005. We have considered SFAS 153 and have
determined that this pronouncement is not applicable to our current operations.

In November 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions - An amendment of SFAS No. 66 and 67". The statement
provides guidance for (a) incidental costs and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. The
accounting for those costs is subject to guidance in SOP 04-2. SFAS 152 is
effective for fiscal years beginning after June 15, 2005. We have considered
SFAS 152 and have determined that this pronouncement is not applicable to our
current operations.

NOTE 3. INCOME TAXES

We have 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
                               ---------          --------
2003     Taxable gain from
         including forgiveness
         of salaries payable
         of $ 108,490  in
         taxable income           95,368           (26,700)
2004                 2024        (26,065)            9,000
                               ---------          --------
                                (746,814)          254,000


Less: Valuation allowance ========= (254,000)


                                      F-12
<PAGE>

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

NOTE 3. INCOME TAXES (continued)

The statutory tax rate of Cars is approximately 34%. 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.

The valuation allowance was increased from $245,000 in 2003 to $254,000 in 2004
due to recognition of $26,065 additional loss carryforward.

NOTE 4. GOING CONCERN

We are a development stage company with limited operations, no substantial,
continuing source of revenues, only nominal assets, and working capital and
stockholders' deficits. Present operations require substantial capital and until
revenues are sufficient to fund ongoing operations, we will be highly dependent
on external sources of financing to allow us the opportunity to find a suitable
operating entity. Cars 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.

NOTE 5. LEASES

We 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 and does not pay any rent at its new
address, 444 Madison Avenue, New York, N.Y.

NOTE 6. RELATED PARTY TRANSACTIONS

Transactions with Management

We 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, for Internet services. Mr.
Marks had provided Internet marketing and engineering services to Cars since
inception. The Board of Directors, with unanimous written consent, approved this
transfer on December 14, 2001.


                                      F-13
<PAGE>

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

NOTE 6. RELATED PARTY TRANSACTIONS (continued)

Transactions with Management

2. On July 1, 2003, we entered into a credit facility with ODC Partners, LLC as
described in Note 7 below. Daniel Myers, our Chairman and President, is the
managing member of ODC. Under the Credit Facility, the Company borrowed $25,000
during the year ended December 31, 2004. The ODC converted $5,000 of the loan to
500,000 shares of common stock in 2004.

NOTE 7. CONVERTIBLE NOTES PAYABLE AND CREDIT FACILITY

On July 1, 2003, ODC Partners, LLC, the Company's largest shareholder, entered
into a Revolving Convertible Credit Facility with Cars, which requires ODC to
lend us up to $100,000 during the credit period. The loans will be evidenced by
promissory notes which bear interest at the rate of prime plus 2% and are due
and payable on June 30,2003. The loans are convertible, at the option of ODC
Partners into common stock of the Company at the rate of $.01 per share.

In 2003, Cars issued a Convertible one-year promissory note in the amount of
$15,000 with interest to be paid until maturity at a rate of prime plus two
percent (2%). The note agreement provided that after a 10 days notice, we may
prepay the Note without penalty. The Holder of the Note may elect to have all or
a portion of accrued and unpaid interest converted into a number of shares of
the Common Stock at a Conversion Price of $0.01 per share.

In 2003, the note holder converted $23,000 of notes to 2,300,000 shares of
common stock. The market prices of the Company shares were unavailable in 2003.
The Company estimated the beneficial conversion feature was not material.

In 2004, the Company incurred an additional liability of $26,617 for monies
advanced under the convertible note payable and related accrued interest. The
additional debt and interest amount are convertible to 2,661,700 shares of
common stock. In computing the marketability discount for our restricted stock,
we determined the cost of buying a put option to cover the period of the stock
was not liquid, the cost to purchase the right to sell the stock for the
exercise price at the date the note holder is legally allowed to begin selling.
Since there are no publicly traded options on our stock, we used the
Black-Scholes Option Pricing Model to calculate a reasonable price for the put.
Our estimate was based on a two year duration of the restrictions, the expected
volatility of the returns on the stock of approximately 200%, the current price
of the stock of $0.13 to $ 0.18, the exercise price $0.01, and the risk free
interest rate of approximately 4.5%.

NOTE 8. COMMON STOCK

We offered 389,000 shares at $0.10 per share through a promissory note wherein
we 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.


                                      F-14
<PAGE>

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

NOTE 8. COMMON STOCK

In 2000, we 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 (PPO) 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.

In 2001, we 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.

During 2003, We issued 3,600,000 shares of common stock as follows:

1. On June 11, 2003, as part of the Share Purchase Agreement, the Company issued
100,000 shares of common stock to Anthony Genova, Jr., a previous officer and
principal shareholder. The shares were valued at $1,000 or $0.01 per share, and
issued in partial payment of salaries payable to him.

2. On December 11, 2003, Mr. Genova exercised an option, provided to him under
the Share Purchase Agreement, to acquire 100,000 shares of stock for $100.

3. On November 6, 2003, ODC Partners, LLC., converted its $15,000 and $8,000
loan dated June 20, 2003, and August 13, 2003, into 1,500,000 and 800,000 shares
of common stock, respectively. The shares were valued at $23,000, or $ 0.01 per
share.

4. On December 11, 2003, 100,000 shares of common stock were issued to Seth
Farbman, Esq., our previous attorney, in full payment of all liabilities owed to
him; the shares were valued at $1,000.

5. On December 11, 2003, we issued 500,000 to Anthony Muratore for past
consulting services, the shares were valued at $5,000.

6. In January 2004, the Company issued 500,000 shares of common stock in
exchange for $5,000 convertible note payable.


                                      F-15
<PAGE>

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

NOTE 9. SUBSEQUENT EVENT

On January 18, 2005, the Company announced that it had entered into a
preliminary letter of intent to acquire Sea Change Group, LLC ("SCG"), a
privately held New York State limited liability company. The letter of intent
contemplates the acquisition occurring pursuant to a merger or share exchange
transaction in which SCG would become a wholly-owned subsidiary of the Company.
The transaction is subject to the negotiation and execution of a definitive
agreement, satisfactory due diligence review by both parties and approval of
members of SCG, financing contingencies and completion of other conditions
precedent as are customary to agreements of this nature.

In March 2005, we issued and sold 750,000 shares of our common stock to three
investors at $0.10 per share for an aggregate purchase price of $75,000.


                                      F-16
<PAGE>

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

On April 21, 2002, we were 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. 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 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, we consulted with Bloom and Co., LLP as to
its qualifications, experiences and ability to audit our financial statements.
Cars 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 our
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.


                                        8
<PAGE>

                                    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, 2004, the sole director and
executive officer of the Company was as follows:



NAME  AND  ADDRESS         AGE           POSITIONS  HELD
------------------         ---           ---------------------------
DANIEL MYERS               33            Director, President and CEO


                                        9

<PAGE>

DANIEL MYERS

Daniel Myers is a 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.

(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.

None.

(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.

(e) CODE OF ETHICS

On March 30, 2005 our Board of Directors adopted a Code of Business Conduct and
Ethics that applies to all of our officers, directors and employees.

COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

Section 16(a) of the Securities Exchange Act requires our directors, executive
officers and persons who own more than 10% of our common stock to file reports
of ownership and changes in ownership of our common stock with the Securities
and Exchange Commission. Directors, executive officers and persons who own more
than 10% of our common stock are required by Securities and Exchange Commission
regulations to furnish to us copies of all Section 16(a) forms they file.

To our knowledge, based solely upon review of the copies of such reports
received or written representations from the reporting persons, we believe that
during our 2004 fiscal year our directors, executive officers and persons who
own more than 10% of our common stock complied with all Section 16(a) filing
requirements. 10


                                       10
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth summary information concerning compensation
awarded to, earned by or paid to Daniel Myers, our Chairman and Chief Executive
Officer, for the year ended December 31, 2004. Our president did not receive a
salary and cash bonus in excess of $100,000 for services rendered during those
years.

                           SUMMARY COMPENSATION TABLE


                             Long-Term Compensation
                          -----------------------------
<TABLE>
<CAPTION>
         Annual  Compensation          Awards          Payouts
        ---------------------          ------          -------
<S>                  <C>    <C>        <C>          <C>            <C>        <C>
Name  and                              Restricted
Principal                              Stock          Other($)
Position(s)          Year   Salary($)  Bonus($)     Compensation    Awards   (# shares)

Daniel Myers         2004     --         --             --           --          --
                     2003     --         --             --           --          --
                     2002     --         --             --           --          --
</TABLE>

(1) Carsunlimited.com has not paid any salaries or other compensation to its
officers, directors or employees for the years ended December 31, 2004 and 2003.

Employment Agreements.

Currently, we have no written employment agreements with our key officer and
director.

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 March 30, 2005. 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.


                                       11
<PAGE>

Number of Shares Percentage Nature of of Name and Address Title Owned Ownership
Ownership

Security Ownership of Beneficial Owners (1)


ODC Partners, LLC              Common     22,231,000     Beneficial      72.0%
444 Madison Avenue,
18th Floor
New York, NY 10022

Daniel Myers                   Common     22,231,000      Beneficial     72.0%
444 Madison Avenue,
18th Floor
New York, NY 10022

Officers and Directors as a group

(1) Such figures are based upon 30,875,000 shares of our common stock issued and
outstanding as of March 30, 2005. 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) Mr. Myers has sole voting and disposition power over the shares held by OCD
Partners as its managing member.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ODC Partners, LLC on July 1, 2003, entered into a Revolving Convertible Credit
Facility 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
30,2003. The loans are convertible, at the option of ODC Partners into common
stock of the Company at the rate of $.01 per share. Daniel Myers, our Chairman
and President, is the manager of ODC Partners, LLC.


                                       12
<PAGE>

                                     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



Exh.
No.               Description
---               -----------

14.1              Code of Ethics

23.1              Consent of Bloom & Co., LLP

31.1              Certification pursuant to Rule 13a-14(a) and 15d-14(a).

32.1              Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(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, 2004.

ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

For purposes of rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
("Exchange Act") the term "disclosure controls and procedures" refers to the
controls and other procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
under the Exchange Act is recorded, processed, summarized and reported within
the required time periods. As of the last date of the end of the period covered
by this report("Evaluation Date"), CarsUnlimited carried out an evaluation under
the supervision and with the participation of its Chief Executive Officer of the
effectiveness of the design and operation of its disclosure controls and
procedures. Based on that evaluation, the Chief Executive Officer has concluded
that, as of the Evaluation Date, such controls and procedures were effective at
ensuring that required information will be disclosed on a timely basis in our
periodic reports filed under and pursuant to the Exchange Act.

(b) Changes in internal controls

There were no significant changes to our internal controls or in other factors
that could significantly affect our internal controls subsequent to the
Evaluation Date.


                                       13
<PAGE>

Item 15. Principal Accounting Fees And Services

The following table sets forth the aggregate fees billed to us for fiscal years
ended December 31, 2004 and 2003 by Bloom & Co., LLP, our auditors:


                                       2004           2003
                                     -------        -------

Audit Fees (1)                       $ 7,500        $12,632
Non-Audit Fees:

Audit Related Fees(2)                     --             --
Tax Fees(3)                              453          1,000
All other Fees(4)                         --             --
                                     -------        -------

   Total Fees paid to Auditor        $ 7,953        $13,632
                                     =======        =======


(1) Audit fees consist of fees billed for professional services rendered for the
audit of Cars annual financial statements and review of the interim consolidated
financial statements included in quarterly reports and services that are
normally provided by Bloom & Co., LLP in connection with statutory and
regulatory filings or engagements.

(2) Audit-Related fees consist of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of
CarsUnlimited's consolidated financial statements and are not reported under
"Audit Fees".

(3) Tax fees consist of fees billed for professional services rendered for tax
compliance, tax advice and tax planning (domestic and international). These
services include assistance regarding federal, state and international tax
compliance, acquisitions and international tax planning.

(4) All other fees consist of fees for products and services other than the
services reported above.

The Board of Directors has considered the role of Bloom & Co., LLP in providing
certain tax services to Cars and has concluded that such services are compatible
with Bloom & Co., LLP's independence as our auditors. In addition, the Board of
Directors has approved providing certain tax services since the effective date
of the SEC rules. The rule states that an auditor is not independent of an audit
client if the services it provides to the client are not appropriately approved.
The Board of Directors will continue to pre-approve all audit and permissible
non-audit services provided by the independent auditors until an audit committee
is formed which will then he responsible for approving audit fees. We are
looking for new Board members who would be qualified to serve on an audit
committee.


                                       14
<PAGE>

The Board of Directors has adopted a policy for the pre-approval of services
provided by the independent auditors, pursuant to which it may pre-approve any
service consistent with applicable law, rules and regulations. Under the policy,
the Board of Directors may also delegate authority to pre-approve certain
specified audit or permissible non-audit services to one or more of its members,
including the Chairman. A member to whom pre-approval authority has been
delegated must report its pre-approval decisions, if any, to the Board of
Directors at its next meeting, and any such pre-approvals must specify clearly,
in writing, the services and fees approved. Unless the Board of Directors
determines otherwise, the term for any service pre-approved by a member to whom
pre-approval authority has been delegated is twelve months.

SIGNATURES

Pursuant to the requirements of the 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, in the City of New
York, State of New York on January 4, 2006.

CarsUnlimited.Com, Inc.



                By: /s/ Daniel Myers
                ----------------------------------------

                Daniel Myers
                Chairman of the Board, President and CEO


                                       15