UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 15, 2005
CARSUNLIMITED.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-28195 11-3535204
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(State or other Jurisdiction (Commission File Number) (IRS Employer ID No.)
of Incorporation)
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
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Modification of a Material Definitive Agreement.
As of August 15, 2005, Carsunlimited.com, Inc. ("Cars" or the "Registrant")
entered into a letter agreement ("Extension Letter") with Innopump, Inc. in
which the parties agreed to amend the Agreement and Plan of Merger dated as of
June 10, 2005 by and among the Registrant, Pump Acquisition Corp., a
wholly-owned subsidiary of the Registrant ("PAC"), Innopump, Inc., and certain
Innopump stockholders (the "Agreement"). The parties agreed to modify Section
5.2.7 of the Agreement by extending the date by which Cars was required to have
no less than $4.0 million in cash or cash equivalents and no more than $80,000
in liabilities from August 15, 2005 to September 15, 2005 ("Liquidity
Condition"). In the event that the Registrant cannot satisfy the Liquidity
Condition by September 9, 2005, Cars shall be obligated to deliver Innopump
$425,000 as a secured loan. After satisfying the Liquidity Condition, the
Registrant shall advance Innopump $1,000,000 prior to closing in order for
Innopump to cover its expenses for a period of 90 days.
The Extension Letter was subject to the consent and approval of Ocean Drive
Opportunities Fund, LLC, a current creditor of Innopump ("Lender"), to grant to
Innopump the right to force the conversion of (i) the $400,000 8% Senior Secured
Convertible Promissory Note issued to the Lender on December 28, 2004 and (ii)
the $300,000 8% Senior Secured Promissory Note issued to the Lender on October
19, 2004 by Sea Change (collectively, the "Notes") in accordance with the
applicable terms of the $400,000 Note at any time prior to repayment thereof.
Lender so consented and approved.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Letter Agreement dated as of August 15, 2005 by and between the
Registrant, Innopump, Inc. and Ocean Drive Opportunities Fund, LLC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 19, 2005
CARSUNLIMITED.COM, INC.
By: /s/ Daniel Myers
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Daniel Myers
Chief Executive Officer, President
and Secretary