SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K/A
Amendment #1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: September 14, 2006
(Date of earliest event reported)
CARSUNLIMITED.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-28195 11-3535204
(State or other (Commission File (IRS Employer
jurisdiction of incorporation) Number) Identification No.)
305 Madison Avenue, New York, NY 10165
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (212) 986-0886
_________________________________________________
(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
[ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange
Act (17 CFR 240.13e-4c)
EXPLANATORY NOTE
Carsunlimited.com, Inc. (the "Company" or "Registrant") filed a Current
Report on Form 8-K on September 15, 2006 (the "Original 8-K") to report among
other items the dismissal of Sherb & Co. LLP as the Company's independent
registered public accounting firm and the selection of Rothstein, Kass & Co., PC
("Rothstein Kass") to replace Sherb & Co. LLP, each occurring on September 13,
2006. The Company is filing this Amendment No. 1 on Form 8-K/A in order to amend
and restate Item 4.01 as reported in the Original 8-K.
Item 4.01 Changes in Registrant's Certifying Accountant.
On September 13, 2006, the Registrant dismissed Sherb & Co. LLP as its
principal independent public accountant, and engaged Rothstein, Kass & Co., PC
as its new principal independent accountant. This decision was approved by the
Board of Directors of Registrant. Sherb & Co LLP audited the Registrant's
financial statements for the fiscal year ending December 31, 2005. Bloom & Co.
LLP was the Registrant's principal independent public accountant for the fiscal
year ending December 31, 2004.
The Company's financial statements for the year ended December 31, 2005
were prepared assuming that the Company will continue as a going concern. As
described in Note 4 to those financial statements, the Company 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. The
financial statements did not include any adjustments that might result from the
outcome of this uncertainty.
During the Registrant's most recent fiscal year and the interim period
ended September 13, 2006, there have been no disagreements or reportable events
with Sherb & Co. LLP on any matter of accounting principles, or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Sherb & Co. LLP would have
caused them to make reference thereto in their reports on the financial
statements for such year. Sherb & Co. LLP's report on the Registrant's financial
statements for the Registrant's most recent fiscal year did not contain an
adverse opinion or disclaimer of opinion, and was not modified as to
uncertainty, audit scope, or accounting principles.
During the Registrant's most recent fiscal year and the interim period
ended September 13, 2006, the Registrant has not consulted with Sherb & Co. LLP
regarding any matters or reportable events described in Items 304 (a)(2)(i) and
(ii) of Regulation S-B.
The Registrant has provided to Sherb & Co. LLP a copy of the disclosures
made in this Form 8-K/A and has requested that Sherb & Co. LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of Sherb & Co. LLP's letter
dated September 26, 2006 is attached to this report as Exhibit 16.1.
Item 9.01 Financial Statements and Exhibits
(c ) Exhibits
Exhibit 16.1 Letter from Sherb & Co., LLP
SIGNATURES
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.
CARSUNLIMITED.COM, INC.
Date: September 26, 2006
By: /s/ Geoffrey Donaldson
Geoffrey Donaldson
Chief Executive Officer