CARSUNLIMITED COM INC
SB-2/A, EX-3.1, 2000-10-30
BUSINESS SERVICES, NEC
Previous: CHINA MOBILE HONG KONG LTD, F-3/A, EX-99.1, 2000-10-30
Next: CARSUNLIMITED COM INC, SB-2/A, EX-3.2, 2000-10-30



                             CARSUNLIMITED.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000



1.     NATURE  OF  OPERATIONS

CARSUNLIMITED.COM,  INC.  (The  Company)  was formed in Nevada on March 7, 2000.
The  Company is a development stage company with limited operations and revenues
and  only nominal assets.  Its intended purpose is to offer users the ability to
search  a  database  that contains 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.
The  Company  has  adopted  December  31  as  its  year  end.

As  the  Company  develops  its website, its operations are currently limited to
marketing  various  lease  products  directly  through  automobile dealers.  The
Company  arranges  for  the  dealer  to  market the products to their automotive
customers and collect the costs and fees.  The Company receives commissions from
the  third  party  administrators.

The  Company is a development stage company with limited operations and revenues
and  only  nominal  assets.  The  company's  ability  to  commence  its intended
operations is based on the successful placement of 1,500,000 units at a price of
$0.10  per unit, each unit consisting of 1 share of common stock valued at $0.10
per  share,  and,  an  option  to  purchase  3 warrants exercisable at $0.30 per
warrant.  The  Private  Placement  Memorandum  (PPM)  is  being  offered without
registration  under  the exemption from registration afforded by Section 4(2) of
the  Securities  Act  0f  1933.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  requires  management  to  make estimates and assumptions
which  affect  the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues an expenses during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

COMMISSIONS  RECEIVABLE

Commissions  receivable  represent  the  Company's  commissions  for  sales  of
automotive  products  (extended  warranties,  GAP  insurance  and  other  lease
products)  through  automobile  dealers (dealers).  These dealers have agreed to
market  the  Company's  automotive  products  directly to their customers and to
collect the fees and costs.  The Company is responsible for servicing the dealer
and  transmitting  the  checks to a third party administrator.  No provision for
uncollectibles  has  been  recorded  as  the Company believes none is necessary.

<PAGE>
ADVERTISING  AND  INTERNET  MARKETING

In  May,  the Company entered into a celebrity endorsement agreement wherein the
celebrity  has  agreed  to  serve  as  a Company spokesperson and to endorse the
Company's  products  and  services.  The  Company  has  expensed  the  full cost
($25,000)  of the agreement.  The celebrity was compensated in cash ($5,000) and
the  fair  value ($0.10 per share or $20,000) of the stock offered to him at par
value.  The  $25,000  has been included in advertising and Internet marketing in
the  statement  of  operations.

     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.

WEBSITE

Website  development  consists  of  fees  and  costs  in designing the Company's
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

The  Company  has  recorded  the  fees  paid to consultants, attorney, 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.

     COMMON  STOCK

The  Company offered 389,000 shares at $0.10 per share through a promissory note
wherein  the  Company received the proceeds of the notes and in return agreed to
issue  the  shares upon the note holder completing a subscription agreement from
the  PPM.  Through  June  30,  2000,  the  Company  collected  $38,900  in cash.

The  Company  intends to raise $1,500,000 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) is being offered without
registration  under  the  Securities Act of 1933 or under the securities laws of
any  state.  Through  June  30,  2000,  the Company raised $150,000 in the first
round  of  financing  and  expects  to  have the warrants exercised at $0.30 per
warrant  in  the  coming  year.

The Company has issued 3,170,000 shares of its common stock for services and has
valued  all  of  the issuances at fair value of $0.10 per share as determined by
management  for  a  total  of  $317,000.  Of  this  total,  $140,000 was for the
services  of officers and directors, $20,000 for advertising under the celebrity
endorsement  agreement, and $152,000 for fees associated with raising equity and
$5,000  in  computer  services.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

Substantially  all  of  the Company's assets and liabilities are carried at fair
value  or  contracted  amounts  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.

INCOME  TAXES

The  Company has a net operating loss (NOL) carryforward of $202,743 expiring in
2020.  No  tax benefit has been reported in the financial statements because the
potential  tax  benefit  of  the net operating loss carryforwards are completely
offset by a valuation allowance of the same amount because of the uncertainty of
the  Company realizing future taxable income.  Deferred taxes on the differences
between  book  and  tax  accounting  are  immaterial.

3.     GOING  CONCERN

The  Company  is  a  development  stage  company  with  limited  operations,  no
substantial,  continuing  source  of  revenues  and  only  nominal  assets.  The
Company's  intended  operations  will  require  substantial  capital  and  until
revenues  are  sufficient to fund ongoing operations, the Company will be highly
dependent on external sources of financing.  The Company 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.

The Company has begun to raise $1,500,000 through a Private Placement Memorandum
(PPM)  as  discussed  above.

Although  the  Company  believes that it can successfully complete the PPM there
can  be  no  assurance  that  it  will  do  so  or  even if completed it will be
sufficient  to  permit  the  Company  to  implement  its  intended  operations.


<PAGE>
4.     OFFICE  LEASE

The  Company has signed a 3-year lease for office space commencing April 1, 2000
through  March  31,  2000.  Monthly  rentals  for the first year are $14,400 and
$16,800  per  year  in  the  remaining  2  years.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission