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~CAUL(SHELL) Filing...


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
--------------------------- ----------------------- ----------------------
(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: [phone]

(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))


<PAGE>

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.


<PAGE>

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
----------------------------------
Daniel Myers
Chief Executive Officer, President
and Secretary
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CARSUNLIMITED.COM, INC.
444 Madison Ave., 18th Floor
New York, NY 10022

August 15, 2005


Innopump, Inc.
305 Madison Avenue, Suite 4510
New York, New York 10165

Re: Extension of Liquidity Condition

Gentlemen:

I refer to the Agreement and Plan of Merger dated as of June 9, 2005 (the
"Merger Agreement") among Carsunlimited.com, Inc. ("Carsunlimited"), Pump
Acquisition Corp. ("PAC") and Innopump, Inc. ("Innopump"), which, as permitted
by Section 5.2.7 of the Merger Agreement, has had extended to August 15, 2005
the date by which Carsunlimited must have no less than $4,000,000 in cash or
cash equivalents and no more than $80,000 in liabilities ("Liquidity
Condition").

Carsunlimited has requested that the Merger Agreement be amended to provide that
the Liquidity Condition be extended to September 15, 2005.

You have agreed to extend the date to September 15, 2005, subject to the
following changes in the Liquidity Condition:

a. That, if the Liquidity Condition is not met by September 9, 2005, we deliver,
or have delivered to Innopump, no less than $425,000 as a loan on substantially
the same terms as the $300,000 8% Senior Secured Promissory Note issued to Ocean
Drive Opportunities Fund, LLC ("Ocean Drive") on October 19, 2004 by Sea Change
Group, LLC ("Sea Change"), referred to in our letter of July 20, 2005, (i.e. 1
year maturity date; 8% interest; secured). The extension shall automatically
terminate on September 9 if such funds are not delivered.

b. The Merger Agreement provide that upon completion of the Liquidity Condition,
Innopump shall be advanced $1,000,000 (less the loan amount set forth in
subsection (a), if such loan is made) to cover expenses (including operating and
audit costs as well as legal counsel of Carsunlimited to prepare the Form 8-K)
for a period of no less than 90 days, during which Innopump shall use all
commercially reasonable efforts to complete audit and other obligations
precedent to the closing of the Merger under the new SEC rules. Once the
Liquidity Condition has been completed, the $1,000,000 advance will reduce the
amount of the Liquidity Condition requirement for closing.

c. Pending fulfillment of the Liquidity Condition, Innopump shall be released
and permitted to discuss with private equity sources other avenues of financing,
understanding that Carsunlimited shall have the absolute right to complete the
transaction under the Merger Agreement upon satisfying the Liquidity Condition.

<PAGE>

Re: Extension of Liquidity Condition August 11, 2005
Page 2 of 3

Carsunlimited and PAC have agreed to the foregoing, and we have all jointly
agreed that the Merger Agreement shall be deemed amended to provide for these
provisions and such other revision as may be required to fulfill the newly
enacted SEC requirements on filings mandated for a merger of this type.

This extension is further subject to the consent and approval of Ocean Drive to
grant to Innopump the right to force the conversion of (i) the $400,000 8%
Senior Secured Convertible Promissory Note issued to Ocean Drive on December 28,
2004 and (ii) the $300,000 8% Senior Secured Promissory Note issued to Ocean
Drive 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. This right shall not otherwise change the rights of Ocean
Drive under the Notes and shall not affect the new note referred to above in
section a.

Kindly evidence your acceptance of and agreement to the foregoing by signing
this letter where- upon it shall be binding upon us effective as of the date
hereof. This letter may be executed in counterparts, all of which shall
constitute one and the same instrument.

<PAGE>

Re: Extension of Liquidity Condition August 11, 2005
Page 3 of 3


Very truly yours,

CARSUNLIMITED.COM, INC.
on behalf of itself and PAC

By: /s/ Daniel Myers
-----------------------------------
Authorized Signator
Name: Daniel Myers
Title: President

Accepted and agreed:
--------------------

Innopump, Inc. Ocean Drive Opportunities Fund, LLC


By:/s/ Paul Block By: /s/ Daniel Myers
------------------------------ -----------------------------------
Authorized Signator Authorized Signator
Name: Paul Block Name: Daniel Myers
Title: President Title: President



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</DOCUMENT>