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, 2003

 [ ]  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 revenues of $2,339 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 11,2004, was $73,940(computed by reference to the
closing sale price of the Common Stock on March 11, 2004 that was $0.10.

The number of shares issued and  outstanding of the  registrant's  Common Stock,
$.001 par value is 29,625,000 (as of March 11, 2004).



                             CARSUNLIMITED.COM, INC.

                          2003 FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS



PART I

Item 1. Business

Item 2. Properties

Item 3. Legal Proceedings

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

PART II

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

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

Item 7. Financial Statements and Supplementary Data

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

PART III
Item 9. Directors and Executive Officers of the Registrant

Item 10. Executive Compensation

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

Item 12. Certain Relationships and Related Transactions

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

Item 14. Controls and Procedures

Item 15. Principal accounting fees and services

         Certifications



                                     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,
certain 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 June 13, 2003, 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  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.


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 we have been force to curtail
operational  until  such  time as we can  consummate  a sale and /or a  business
combination with a profitable privately owned company.

On June 13, 2003,  Anthony Genova,  Jr.,  William Quinn,  Joseph Marks,  Michael
Makropoplous,  (Collectively  "Sellers"),  The former majority  stockholders and
officers and directors of the Company,  sold in the aggregate  19,931,000 shares
of the Company's  common stock, par value $.001 per share ("Common Stock") owned
by the Sellers to ODC partners,  LLC, for aggregate  purchase  price of $69,793.
ODC now owns 76% of the outstanding shares of the registrants. ODC Partners, LLC
intends to continue to maintain minimal operation 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 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.

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

Lock Up Agreements

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

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

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

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

As of June 13, 2003, the shares listed as "locked-up"  under the  aforementioned
"leak-out  agreement",  in the  aggregate  of  1,510,000  shares  have  not been
physically  delivered  to the  shareholders.  However,  all of such  shares  are
included in the Company's  calculation of its 29,625,000  shares of common stock
currently outstanding.

Recent Significant Events- Transfer of Control

In connection with the June 11, 2003, share purchase  agreement,  the control of
the Company was  transferred  to a new  Director  and officer and the  Company's
principal  executive  offices were relocated to 444 Madison Avenue,  18th Floor,
New York, New York 10022.

Employees.

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

Transfer Agent.

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


ITEM 2. PROPERTIES

Our corporate address was 10 Cedar Swamp Rd., Ste. 8, Glen Cove, New York 11542.
Since June 13, 2003 our  corporate  address  has changed to 444 Madison  Avenue,
18th  floor,  New York,  NY 10022.  Our  telephone  number is  212-308-2233  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 2003 to a vote of our security holders.



                                     PART II

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

MARKET INFORMATION

Our common  stock is quoted on the OTC Bulletin  Board under the symbol  "CAUL".
The following  table sets forth the range of high and low bid  quotations of our
common  stock for the  periods  indicated.  The  prices  represent  inter-dealer
quotations,  which do not include retail markups, markdowns or commissions,  and
may not represent actual transactions. Our common stock began trading on the OTC
Bulletin  Board on October  9, 2001 HIGH LOW First  Quarter of 2002 NA NA Second
Quarter of 2002 NA NA Third Quarter of 2002 NA NA Fourth Quarter of 2002 NA NA

First Quarter of 2003                NA                     NA
Second Quarter of 2003               NA                     NA
Third Quarter of 2003                NA                     NA
Fourth Quarter of 2003               NA                     NA

NA = Not available

                                SECURITY HOLDERS

As of December 31, 2003,  there were 76  shareholders of record of the Company's
Common Stock and there were 29,650,000  shares of our common stock  outstanding.
Such figure  include:  (1) an aggregate of 3,100,000  shares of our common stock
that were  authorized  for  issuance  in  December  2003,  but were  issued  and
physically  delivered to their  respective  shareholders  in January 2004; (2) a
total of 1,510,000 shares that were issued under lockup and leak-out  agreement.
On March 11,  2004,  the  closing  bid price of the  Common  Stock was $0.01 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, 2003, we issued
3,100,000 unregistered securities.

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


Results of operations for the Fiscal Years Ended December 31, 2003 and 2002

CarsUnlimited.com's  revenues for the year ended 2003 were $2,339 as compared to
the year ended  December  31,  2002 of  $43,508,  a decrease  of $41,169 for the
period.  Revenues decreased by 95%. The reason was the substantial  reduction in
our  activities  and staff in 2003.  This  revenue also was in the form of sales
commissions for the sale of products and services  through our website.  We have
no cost of goods sold.

We had no research and development cost for either 2002 or 2003.

Salaries  and related  costs  decreased  from $1,058 for 2002 to $0 for 2003,  a
decrease of $1,058  (100%).  The  principal  reason for decrease in salaries was
reduced   working  time  of  the  Company's   president  and  direction  of  the
management's efforts away from operations to finding a merger partner.

Professional  fees decreased from $23,013 in 2002 to $10,878 in 2003, a decrease
of $12,135 (53%). The professional  fees were primarily in relation to the legal
work associated with finding suitable merger partners, preparation and filing of
the forms required by the SEC.

Commissions paid by us were $0 for the year 2003 as compared to the year 2002 of
$220,  a decrease of $220 or 100%.  The  Company  reduced the service of outside
sales persons in 2003.

Marketing,  general and  administrative  expenses decreased from $77,858 for the
year 2002 to  $14,135  for the year  2003,a  decrease  of  $63,723  or 82%.  The
principal reason was the reduced level of operations in 2003.

Total operating  expenses decreased from $102,149 in the year 2002 to $25,012 in
the year 2003, a decrease of $77,137 or 82% because of reduced operations.

The  operating  loss for the year 2003 was  $13,122 as  compared  to the loss in
2002, which was $58,641, a decrease in the loss of $45,518 or 78%.

Results of operations  for the Period from  Inception,  March 7,2000 to December
31, 2003

The revenues of the Company were  $310,403 as compared to operating  expenses of
$1,149,411,  resulting  in a net  operating  loss of  $839,008,  and net loss of
$829,244,  over the period from  inception to December 31, 2003.  The reason for
operating  losses included the limited  financial  resources of the Company that
constrained  its efforts to  publicize  and promote its services in the Internet
market.

On June 11, 2003, the former majority stockholders and officers and directors of
Carsunlimited.com,  Inc.  entered  into an  agreement  with  ODC  Partners,  LLC
("ODC"), and a Delaware Limited Liability Company, which was consummated on June
13, 2003.  Pursuant to the Share Purchase  Agreement,  ODC purchased  19,931,000
shares of the Company's common stock, par value $.001 per share for an aggregate
purchase price of $69,793.00.  As a result of this  transaction,  ODC became the
beneficial owner of approximately 76% of the Company's outstanding Common Stock.

Financial Condition For the years Ended December 31, 2003 and 2002

As of December 31, 2003,  cash totaled  $2,143 as compared to $0 at December 31,
2002.  Cash used by  operating  activities  was  $20,857 in 2003 as  compared to
$38,721 in 2002. Net working  capital deficit of the company was $65,187 in 2003
as compared to $196,277 in 2002.

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, 2003

We used  $243,583 of cash for our  operations,  from  inception  to December 31,
2003. A  significant  part of our  operating  expenses was not paid in cash.  We
issued  4,995,000  shares  of common  stock for  $396,745  of  services,  issued
20,091,000 shares of common stock to our founders, accrued salaries of $109,480,
and recorded accounts payable of $79,299.

As a part  of an  agreement  to sell  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 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.

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 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 Cars at the rate of $.01 per share.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



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

                              FINANCIAL STATEMENTS

               FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND
       FOR THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2003



                                TABLE OF CONTENTS


                                                                      PAGE NO.
                                                                      ---------
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT
FINANCIAL STATEMENTS

  Balance Sheet
  Statement of Operations

  Statement of Cash Flows

  Statement of Changes in Stockholders'  (Deficit)

  Notes to the Financial Statements




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

STEVEN BLOOM, CPA                                              MEMBER OF
FREDERICK PAUKER, CPA                                    AMERICAN INSTITUTE OF
SIROUSSE TABRIZTCHI, Ph.D. CPA                      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, 2003 and 2002 and the related
statements  of  operations,  stockholders'  deficit and cash flows for the years
ended  December  31,  2003  and  2002.   These  financial   statements  are  the
responsibility of CarsUnlimited.Com, Inc.'s management. Our responsibility is to
express  an opinion  on these  financial  statements  based on our  audits.  The
financial statements of CarsUnlimited.Com,  Inc. as of December 31, 2000 and for
the period from March 7, 2000  (inception)  to December 31, 2000 were audited by
other  auditors  whose report dated  February 3, 2001  expressed an  unqualified
opinion on those  financial  statements  and included an  explanatory  paragraph
regarding the Company's  ability to continue as a going  concern.  The financial
statements  for the period from  inception  (March 7, 2000) to December 31, 2000
reflect a net loss of  $(53,718).  Our  opinion,  insofar  as it  relates to the
amounts  included for such prior  period,  is based solely on the report of such
other auditors.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of CarsUnlimited.Com,  Inc. as of
December 31, 2003 and 2002 and the results of its  operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

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

Bloom and Company, LLP
Hempstead, New York
March 30, 2004




                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002


                                              2003               2002
                                             ------             ------
ASSETS
Cash                                        $ 2,143             $   -
                                              -----               ---

Total Current Assets                          2,143                 -

Equipment and furniture, net                      -                 -
Security deposits                                 -               322
                                              -----              ----

Total Assets                                $ 2,143             $ 322
                                              =====               ===


LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Account payable and accrued expenses       $ 67,330          $ 84,692
Salaries payable                                  -           109,490
Loans Payable Shareholder                         -             2,417
                                            -------             -----

Total Current Liabilities                    67,330           196,599

Stockholders' (Deficit):

Common stock, $0.001 par value;
 50,000,000 shares authorized
 and 29,625,000 and 26,525,000
 shares issued and outstanding,
 on December 31, 2003 and 2002,
  respectively.                              29,625           26,525
Additional paid-in capital                  734,632          593,520
(Less) subscriptions receivable          (      200)       (     200)
(Deficit) accumulated during
  the development stage                  (  829,244)       ( 816,122)
                                           --------          -------

Total Stockholders' (Deficit)            (   65,187)       ( 196,277)
                                             ------          -------

Total Liabilities and Stockholders'
  (Deficit)                               $   2,143        $     322
                                              =====              ===

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





                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
               FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2003

                                                                    Inception
                                                                 March 7,2000 to
                                                                   December 31,
                                        2003             2002          2003
                                        ----             ----          ----
Revenues:
Sales Commissions                     $ 2,339          $43,508       $310,403
                                        -----           ------        -------

Net income                              2,339           43,508        310,403


Operating expenses:
Costs and Expenses:                                          -
Salaries and related taxes                  -            1,058        279,843
Professional fees                      10,878           23,013        423,010
Commissions                                 -              220         71,717
Marketing, general, z
 and administrative                    14,134           77,858        374,841
                                       ------          -------        -------

Total operating expenses               25,012          102,149      1,149,411
                                       ------          -------      ---------

Operating loss                       ( 22,673)         (58,641)      (839,008)

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

Income (loss) before
 extraordinary items                  (22,673)         (58,621)      (838,795)
Gain from extinguishments, net          9,551                -          9,551
                                       ------           ------         ------


Net income(Loss)                      (13,122)         (58,621)      (829,244)

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

Net income(Loss)                    $ (13,122)        $(58,621)     $(829,244)
                                       ======           ======        =======

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                           27,152,000       26,525,000     26,062,000
                                   ==========       ==========     ==========

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





                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2003

                                                                    Inception
                                                                 March 7,2000 to
                                                                   December 31,
                                            2003         2002           2003
                                            ----         ----           ----
Cash Flows From Operating Activities:
Net (loss)                                $(13,122)     $(58,621)    $(829,244)

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

Depreciation and amortization                   --           358         3,311
Write down of fixed assets                      --            --         6,377
Stock issued for services                    9,305            --       396,745
Gain from extinguishments of debt           (9,551)           --      (  9,551)

Changes in Operating Current Assets
  and Liabilities
Accounts payable and accrued
  expenses                                  (7,811)       24,249        79,299
Salaries payable - officer                      --      (  4,707)           --
Contributed officer salaries                    --            --       109,480
Security deposits                              322            --            --
                                           -------       -------        ------

Net Cash (Used) by Operating
  Activities
                                          ( 20,857)      (38,721)     (243,583)

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

Cash Flows From Financing Activities:
Issue common stock for cash                      -             -       194,550
Notes payable                               23,000             -        23,000
Additional paid in capital                       -        37,854        37,854
                                            ------       -------        ------
Cash Flows Provided by
   Financing Activities                     23,000        37,854       255,404
                                            ------       -------       -------

Net increase in cash                         2,143         ( 867)        2,143
Cash at beginning of period                     --           867             -
                                             -----       -------        ------

Cash at end of period                      $ 2,143      $     --       $ 2,143
                                             =====       =======        ======

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




                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2003

                                   (CONTINUED)

SUPPLEMENTARY SCHEDULE OF NONCASH TRANSACTIONS

2001

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

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


2003

As a part  of an  agreement  to sell  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.  Genova  was  issued an option to
purchase  100,000 shares of common stock for an  exerciseable  price of $100 for
services  rendered as a member of the board of  directors  from June 13, 2003 to
December 17, 2003. On December 11, 2003, Genova exercised his option.

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




                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
               FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2003

                                            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
                                     ==========      =======        ========



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



                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
               FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND
         THE PERIOD FROM MARCH 7, 2000 (INCEPTION) TO DECEMBER 31, 2003



                                                   (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)
                                     =======         =======          ======


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




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

NOTE 1. NATURE OF OPERATIONS

CARSUNLIMITED.COM,  INC. (Cars) was formed in Nevada on March 7, 2000. Cars is a
development stage company with limited  operations and revenues and only nominal
assets. Its intended purpose was to offer users the ability to search a database
that contained products and information about the Automobile  Industry,  new and
used car sales (classified ads), as well as automotive products such as extended
warranty information and anti-theft body part marking. Cars has adopted December
31 as its year-end.

Cars  developed a website to market  various leased  products  directly  through
automobile  dealers.  We  arranged  for dealer to market the  products  to their
automotive  customers  and collect the costs and fees.  We received  commissions
from the third party administrators. Even though our business has been curtailed
it is our intention to maintain minimal operations through the website.

On June 13, 2003, the former majority stockholders and officers and directors of
Carsunlimited.com,  Inc.  entered  into an  agreement  with  ODC  Partners,  LLC
("ODC"),  and a  Delaware  Limited  Liability  Company.  Pursuant  to the  Share
Purchase  Agreement,  ODC purchased  19,931,000  shares of the Company's  Common
stock, par value $.001 per share for an aggregate purchase price of $69,793.  As
a result of this  transaction,  ODC became the beneficial owner of approximately
76% of the our outstanding Common Stock. ODC will now direct Cars operations.

In connection with the  consummation  of the  transaction,  Anthony Genova,  Jr.
resigned as President of Cars effective  June 13, 2003. The Board  appointed Mr.
Daniel Myers as the new Chief Executive Officer, President and Secretary on that
date.  The board also  appointed Mr. Myers as a member of the board of directors
on that date. On December 27, 2003, 10 days after the mailing of an  information
statement on Form 14-F-1,  Mr. Genova's  resignation as a member of the board of
directors became effective.

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.



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


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


REVENUE RECOGNITION SALES COMMISSIONS

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


EQUIPMENT AND FURNITURE

Equipment  and  furniture  is  stated at cost.  Depreciation  is  recorded  on a
straight-line basis over the estimated useful lives of 5 years. The depreciation
expense for 2002 and 2001 were $158 and $2,388, respectively.

Cars follows the provisions of the Statement of Financial  Accounting  Standards
("SFAS") No. 121  "Accounting  for the  Impairment of Long-Lived  Assets and for
Long-Lived Assets to be disposed of". SFAS 121 establishes  accounting standards
for the impairment of long-lived assets and certain identifiable  intangibles to
be held and used and for long-lived assets and certain identifiable  intangibles
to be disposed of.

We review the carrying  values of its  long-lived  and  identifiable  intangible
assets for  possible  impairment  whenever  events or  changes in  circumstances
indicate that the carrying amount of the assets may not be recoverable.


WEBSITE DEVELOPMENT COSTS

Website  development  consists of fees and costs in designing  our website.  The
cost of this development has been expensed and is included in start-up expenses.
Maintenance costs will be charged to expense as incurred.

COSTS  ASSOCIATED  WITH  RAISING  CAPITAL

Cars  has  recorded  the  fees  paid  to  consultants,  accountants,  and  other
professionals  for  assistance  in raising funds as a charge to the statement of
operations. These fees and costs were paid primarily in common stock recorded at
its fair value of $0.10 per share as determined by management.



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


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


FAIR VALUE OF FINANCIAL INSTRUMENTS

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


(LOSS) PER COMMON SHARE

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


RECENTLY ISSUED ACCOUNTING STANDARDS

In November 2002, the EITF finalized its consensus on EITF Issue 00-21, "Revenue
Arrangements with Multiple Deliverables, " which provides guidance on the method
of revenue  recognition for sales arrangements that include the delivery of more
than  one  product  or  service.  EITF  00-21  is  effective  prospectively  for
arrangements entered into in fiscal periods beginning after June 15, 2003. Under
EITF 00-21, revenue must be allocated to all deliverables  regardless of whether
an individual  element is incidental or perfunctory.  The adoption of EITF 00-21
did not have a  material  impact  on the  Company's  results  of  operations  or
financial position.

In  January  2003,  the FASB  issued  FASB  Interpretation  No.  46 ("FIN  46"),
"Consolidation of Variable Interest  Entities." FIN 46 clarifies the application
of Accounting Research Bulletin No. 51, "Consolidated  Financial Statements," to
certain entities in which equity investors do not have the  characteristics of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support from other  parties.  FIN 46 applies  immediately  to variable  interest
entities  ("VIE's")  created  after  January 31, 2003,  and to VIE's in which an
enterprise  obtains an  interest  after  that date.  On October 9, 2003 the FASB
issued FASB Staff Position No. FIN 46-6 "Effective  Date of FASB  Interpretation
No.46   Consolidation   of  Variable   Interest   Entities,"  which  defers  the
implementation  date for public  entities  that hold an  interest  in a variable
interest entity or potential variable interest entity from the first fiscal year
or interim period  beginning after June 15, 2003 to the end of the first interim
or annual period ending after December 15, 2003.  This deferral  applies only if
1) the variable  interest  entity was created before February 1, 2003 and 2) the
public  entity has not  issued  financial  statements  reporting  that  variable
interest  entity in accordance with FIN 46, other than  disclosures  required by
paragraph 26 of FIN 46. The adoption of FIN 46 did not have a material impact on
the Company's financial position, liquidity or results of operations.


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


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In May 2003,  the FASB issued  SFAS No.  149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  This  Statement  amends and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively referred to as derivatives) and for hedging activities under FASB

Statement  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities."  SFAS No. 149 is effective for  contracts  entered into or modified
after June 30, 2003,  and for hedging  relationships  designated  after June 30,
2003.  The  adoption  of SFAS No. 149 did not  materially  impact the  Company's
financial position or results of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity." The statement
requires that an issuer classify financial instruments that are within its scope
as a  liability.  Many of those  instruments  were  classified  as equity  under
previous  guidance.  SFAS No. 150 is  effective  for all  financial  instruments
entered into or modified after May 31, 2003. Otherwise,  it is effective on July
1, 2003 except for mandatory  redeemable  non  controlling  (minority)  interest
which, on October 29, 2003, the FASB decided to defer indefinitely. The adoption
of SFAS No. 150 did not materially  impact the Company's  financial  position or
results of operations

In December  2003,  the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 104,
"Revenue  Recognition,"  which supercedes SAB No. 101,  "Revenue  Recognition in
Financial  Statements." SAB No. 104 rescinds  accounting guidance in SAB No. 101
related to multiple  element  arrangements,  which was previously  superceded by
EITF  00-21 (see  above).  The  adoption  of SAB No. 104 did not have a material
impact on the Company's results of operations or financial position.

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

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
                                  -------           -------

                                 (816,122)          271,700
2003    Taxable gain from
        including  forgiveness
        of salaries payable
        of $ 108,490 in
        taxable income             95,368         ( 26,700)
                                   ------          -------

                                 (720,754)         245,000
                                                   =======
Less: Valuation allowance                         (245,000)
                                                   -------

                                                        --
                                                   =======

The statutory tax rate of Cars is approximately  28%. 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 reduced from $271,700 in 2002 to $245,000 in 2003
due to recognition of $26,700 tax benefit of loss carryforward.

The reconciliation of the statutory and effective tax rates is as follows:

Statutory tax rate                                   28%
Tax benefit of loss carryforward                    (28)%
                                                     --

Effective tax rate                                    0 %
                                                     ===

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.



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



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.


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 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 Company6 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%). 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.

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.



                             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  (PPM)  was  offered  without
registration  under the Securities  Act of 1933 or under the securities  laws of
any state.  Through  December 31, 2000, the Company raised $150,000 in the first
round of  financing  and  expected to have the  warrants  exercised at $0.30 per
warrant in the following year. These warrants were not exercised and expired.

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 a 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,  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.


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.



                                    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,  2003,  the  directors  and
executive officers of the Company were as follows:


NAME  AND  ADDRESS               AGE     POSITIONS  HELD
                                 ---     ---------------
ANTHONY  J.  GENOVA, JR          42     Director, President  & CEO (1)
LAWRENCE GENOVA                  45     Director (2)
MICHAEL MAKROPOULOS              43     Director (2)
JOSEPH  ("SKIP") MARKS           46     Director/VP of Internet Marketing
                                         Development (2)
WILLIAM QUINN                    53     Director/Treasurer, Secretary (2)
DANIEL MYERS                     33     Director, President CEO(3)

(1)  Resigned  on June  13,  2003 as  President  and  Chief  Executive  Officer.
     Resigned as a director, effective December 27, 2003.

(2)  Resigned on June 13, 2003.

(3)  Effective June 13, 2003.

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

As contemplated by the Share Purchase Agreement,  on June 13, 2003, by action of
the board of  directors  of the  Company  (the  "Board"),  the number of persons
comprising the Board was increased from five persons to six persons. As a result
of this action, and the Board resignations of Messrs. Marks, Makropolous,  Quinn
and Lawrence  Genova on June 13, 2003,  there then existed four vacancies on the
Board.  Anthony Genova, Jr., appointed Mr. Daniel Myers, as designee of ODC, the
remaining member of the Board, to fill one of the vacancies.  In addition,  also
by action of the  Board,  the  number of  persons  comprising  the Board will be
decreased  to one (1) person,  effective  ten days  following  the mailing of an
Information  Statement to all  stockholders  of the Company in  compliance  with
Section  14(f) of the  Securities  Exchange Act of 1934 and Rule 14f-1.  At that
time, the Board resignation of Anthony Genova, Jr. became effective.


DANIEL MYERS

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

ANTHONY J.  GENOVA,  JR.  (Resigned as  President  and CEO June 13,  2003)and as
member of the board of directors effective December 27, 2003.

Mr. Genova has 21 years  experience in the  automobile  industry and the banking
business. He has been employed with Chemical Bank and Marine Midland Bank. He is
currently  employed  at  Citigroup.

LAWRENCE GENOVA (Resigned June 13, 2003)

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

WILLIAM F. QUINN (Resigned June 13, 2003)

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

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

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

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

MICHAEL MAKROPOULOS (Resigned June 13, 2003)

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

(b) Significant Employees.

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

(c) Family Relationships.

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

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

(d) Legal Proceedings.

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

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth summary information concerning compensation
awarded to, earned by or paid to Anthony J. Genova, Jr., our Chairman and Chief
Executive Officer, for the three years ended December 31, 2003. The "named
executive officer" received perquisites and other personal benefits in addition
to salary and bonus during the periods stated. Our president did not receive a
salary and cash bonus in excess of $100,000 for services rendered during those
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          2003         --     --           --        --       --

Anthony Genova (1)    2003         --     --           --        --       --
                      2002   $  1,058     --           --        --       --
                      2001    124,000     --           --        --       --

(1)  Through  December 31, 2003,  Anthony J. Genova,  Jr.  earned  approximately
     $125,058 of which $109,490 is accrued.

(2)  On June 13, 2003, Anthony J. Genova, Jr. resigned and converted $100,000 of
     accrued salaries due to him into 100,00 shares of Common Stock.

(3)  Cars has not had a bonus, profit sharing, or deferred compensation plan for
     the benefit of its employees, officers or directors.

(4)  Cars has not paid any  salaries  or  other  compensation  to its  officers,
     directors or employees for the years ended  December 31, 2002 and 2001, nor
     at nay time during 2003.

Employment Agreements.

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

OPTION GRANTS IN FISCAL YEAR 2003

Genova was issued an option to purchase  100,000 shares of common stock for $100
for  services as a member of the board of  directors  from June 13, 2003 through
December 27, 2003. On December 11, 2003,  Genova exercised his option.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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


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

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

Security Ownership of Beneficial Owners (1)
-----------------------------------------

ODC Partners, LLC(2)          Common     22,231,000     Beneficial      77.7%
444 Madison Avenue, 18th Floor
New York, NY 10022

Daniel Myers(3)               Common     22,231,000     Beneficial      77.7%
444 Madison Avenue, 18th Floor
New York, NY 10022

Officers and Directors as a group

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

(2) Mr. Myers has sole voting and disposition power over the shares.

(3) Includes 22,231,000 owned by ODC partners.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

                                     PART IV

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

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

(1)  Exhibits


23.1 Consent of Bloom & Co., LLP


(b) Reports on Form 8-K

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

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
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 Bovie's Chief Executive  Officer and
its Chief Financial  Officer of the effectiveness of the design and operation of
its  disclosure  controls  and  procedures.  Based  on  that  evaluation,  Chief
Executive  Officer and Chief  Financial  Officer have 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.


Item 15. Principal Accounting Fees And Services


The following  table sets forth the aggregate fees billed to us for fiscal years
ended December 31, 2003 and 2002 by Bloom & Co., LLP, our auditors:


                                                      2003          2002
                                                     ------        ------

         Audit Fees (1)                            $ 12,632       $ 9,313
         Non-Audit Fees:

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

              Total Fees paid to Auditor           $ 13,632       $10,313
                                                     ======        ======

(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  that  would be  qualified  to serve on an audit
committee.  When the audit  committee  is formed one of their first  assignments
will be to propose to the board a code of ethics.

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 March 30, 2004.


CarsUnlimited.Com, Inc.


                                              By: /s/ Daniel Myers

                                              Daniel Myers
                                              Chairman of the Board President



                             CARSUNLIMITED.COM, INC.


EXHIBIT 99(a)

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

In connection with the Annual Report of CarsUnlimited.Com,  Inc. (the "Company")
on Form 10-KSB for the year ended December 31, 2003 as filed with the Securities
and Exchange  Commission  on the date hereof,  I, Daniel  Myers,  President  and
Chairman of the Board of the  Company,  certify,  pursuant to section 906 of the
Sarbanes-Oxley  Act of 2002,  that to my knowledge:  (1) the annual report fully
complies with the  requirements of section 13(a) of the Securities  Exchange Act
of 1934; and (2) the information contained in the annual report fairly presents,
in all material respects,  the financial  condition and results of operations of
the Company.


Date:   March 30, 2004


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



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



                             CARSUNLIMITED.COM, INC.

EXHIBIT 99(b)

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

In connection with the Annual Report of CarsUnlimited.Com,  Inc. (the "Company")
on Form 10-KSB for the year ended December 31, 2003 as filed with the Securities
and Exchange  Commission on the date hereof,  I, Daniel Myers,  Chief  Financial
Officer,  certify,  pursuant to section 906 of the  Sarbanes-Oxley  Act of 2002,
that to my knowledge: (1) the annual report fully complies with the requirements
of section 13(a) of the Securities Exchange Act of 1934; and (2) the information
contained in the annual report fairly presents,  in all material  respects,  the
financial condition and results of operations of the Company.



Date:   March 30, 2004



                                                /s/ Daniel Myers
                                                Chief Financial Officer,




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




                             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, 2004, included
in the Annual Report to Stockholders of CarsUnlimited.Com, Inc.

Bloom and Company LLP
S/Bloom and Company
Hempstead, New York
March 30, 2004






                                 CERTIFICATIONS

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

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

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

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

4.   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a)
     designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;  b) evaluated the  effectiveness of the  Registrant's  disclosure
     controls  and  procedures  as of a date  within 90 days prior to the filing
     date of this annual  report (the  "Evaluation  Date");  and c) presented in
     this  annual  report  our  conclusions   about  the  effectiveness  of  the
     disclosure  controls  and  procedures  based  on our  evaluation  as of the
     Evaluation Date;

5.   The Registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent  function):  a) all  significant  deficiencies  in the design or
     operation  of  internal   controls   which  could   adversely   affect  the
     registrant's  ability to record,  process,  summarize and report  financial
     data  and  have  identified  for the  Registrant's  auditors  any  material
     weaknesses in internal controls; and b) any fraud, whether or not material,
     that involves  management or other employees who have a significant role in
     the Registrant's internal controls; and

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 30, 2004

/s/Daniel Myers
Chief Executive Officer



                                 CERTIFICATIONS

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

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

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

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

4.   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a)
     designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;  b) evaluated the  effectiveness of the  Registrant's  disclosure
     controls  and  procedures  as of a date  within 90 days prior to the filing
     date of this annual  report (the  "Evaluation  Date");  and c) presented in
     this  annual  report  our  conclusions   about  the  effectiveness  of  the
     disclosure  controls  and  procedures  based  on our  evaluation  as of the
     Evaluation Date;

5.   The Registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent  function):  a) all  significant  deficiencies  in the design or
     operation  of  internal   controls   which  could   adversely   affect  the
     registrant's  ability to record,  process,  summarize and report  financial
     data  and  have  identified  for the  Registrant's  auditors  any  material
     weaknesses in internal controls; and b) any fraud, whether or not material,
     that involves  management or other employees who have a significant role in
     the Registrant's internal controls; and

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 30, 2004

/s/Daniel Myers
Chief Financial Officer