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

                                   FORM 10-KSB
(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 30,875,000  (as of March 15, 2005).

<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

<PAGE>

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.

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

<TABLE>
<CAPTION>
                                                                           Inception
                                                                        March 7,2000 to
                                                                          December 31,
                                             2004           2003              2004
                                           ---------       ---------       ---------
<S>                                        <C>             <C>             <C>
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
                                           =========       =========       =========
</TABLE>

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

<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
                          -----------------------------
         Annual  Compensation         Awards        Payouts
        ---------------------         ------        -------
Name  and                             Restricted
Principal                             Stock        Other($)
Position(s)        Year    Salary($)  Bonus($)   Compensation Awards  (# shares)

Daniel Myers         2004       --        --           --        --        --
                     2003       --        --           --        --        --
                     2002       --        --           --        --        --

      (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.  Within 90 days  prior to the date of 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 April 12, 2005.


CarsUnlimited.Com, Inc.


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

Daniel Myers
Chairman of the Board, President and CEO


                                       15

<PAGE>

                            CARSUNLIMITED.COM, INC.

CONSENT OF CERTIFIED PUBLIC ACCOUNTANT

We consent to the  incorporation  by  reference  in this  Annual  Report on Form
10-KSB of  CarsUnlimited.Com,  Inc. of our report dated March 30, 2005, included
in the Annual Report to Stockholders of CarsUnlimited.Com, Inc.

BLOOM & CO.,LLP
S/BLOOM AND COMPANY
Hempstead, New York 11550
March 30, 2005


                                       16