SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: ~~February~~July 19, 2007

(Date of earliest event reported)

~~CARSUNLIMITED.COM~~VERSADIAL, 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 (Issuer’s telephone number)

_________________________________________________

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4c)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On ~~February 1~~July 9, 2007 we entered into aAmendment No. 1 to the Secured Line Of Credit Agreement dated February 1, 2007 (“~~Credit Agreement~~Amendment No. 1”) with Fursa Alternative Strategies, LLC ~~(“Lender”)~~, ~~allowing~~acting ~~the Company~~on tobehalf ~~draw upon a $3,000,000 line~~ of ~~credit~~an ~~with~~affiliated ainvestment ~~Maturity~~fund ~~Date~~(“Lender”). ofWe 1had ~~year from~~disclosed ~~the~~our ~~date~~entry ofinto the ~~Agreement,~~Secured ~~which~~Line ~~may~~of beCredit ~~extended~~Agreement ~~for~~in ana ~~additional 3~~Current ~~months.~~Report Aon ~~copy~~Form of8-K ~~the~~dated ~~Credit~~February ~~Agreement is filed as Exhibit 4.~~1, to2007 ~~this report~~ and isfiled ~~incorporated~~on inFebruary ~~its~~7, ~~entirety. The~~2007, ~~following description of the~~and ~~terms~~subsequently ~~and~~amended ~~conditions~~by ofa ~~the~~filing ~~Credit~~on ~~Agreement~~June is22, ~~modified and supplemented by such reference~~2007.

~~Fursa~~Amendment ~~Alternative~~No. ~~Strategies,~~1 ~~LLC~~increased ~~was~~the ~~previously~~amount ~~known~~of asthe ~~Mellon~~line ~~U.S.~~of ~~Event~~credit ~~Driven~~available to us from $3,000,000 ~~Fund~~to $4,000,000 ~~L.P.~~that ~~and~~may ~~Mellon~~be ~~HBV~~drawn ~~Master~~upon ~~Global~~with ~~Event~~a ~~Driven~~Maturity ~~Fund,~~Date ~~L.P.~~of ~~which~~February ~~were~~1, 2008, ~~parties~~which tomay abe ~~Securities~~extended ~~Purchase~~for ~~Agreement~~an ~~with~~additional ~~Company~~3 ~~dated~~months. ~~August~~A 9,copy ~~2006,~~of Amendment No. 1 asis ~~amended.~~filed Toas ~~the~~Exhibit ~~extent~~10.1 ~~that Lender had~~ to ~~consent~~this toreport ~~the~~and ~~new~~is ~~Credit~~incorporated ~~Agreement, such~~in ~~consent~~its ~~was secured~~entirety.

The ~~per annum~~Lender ~~base~~is ~~Interest~~the ~~Rate~~investment ~~applicable~~advisor into ~~each~~Fursa ~~month~~Master ~~that~~Global ~~advances~~Event ~~are~~Driven ~~drawn down~~Fund, orL.P., which ~~outstanding~~is ~~pursuant~~a party to ~~the~~a ~~Credit~~Securities Purchase Agreement iswith ~~equal to~~ the ~~three~~Company ~~month~~dated ~~LIBOR~~August ~~rate~~9, 2006, as ~~published~~amended. onTo the ~~first~~extent ~~date~~that ofFursa ~~such~~Master ~~month~~Global inEvent ~~the “Money Rates”~~Driven ~~section~~ Fund, ofL.P ~~The~~had ~~Wall~~to ~~Street~~consent ~~Journal (rounded up or down~~ to ~~the~~Amendment ~~nearest one-sixteenth of one percent) plus 700 basis points (7~~No.~~0%).~~ ~~Upon a default under the terms of the Note~~1, ~~the~~such ~~Interest~~consent ~~Rate would increase by 4%~~was secured.

In ~~addition~~conjunction with Amendment No. 1, we ~~granted~~paid a $30,000 arrangement fee to the Lender, which is deemed fully earned upon the Lender’s aentry ~~secured~~into ~~interest~~Amendment inNo. 1. ~~all~~We ofalso ~~our~~agreed ~~assets~~to pay to the Lender a waiver fee of $50,000, payable on anthe ~~equal~~earlier ~~basis~~of September 30, 2007 or our obtaining additional financing, as referred to ~~the~~in ~~security~~Amendment ~~interest~~No.1. ~~granted~~The ~~Lender~~waiver ~~under~~fee ~~the~~is ~~agreements~~payable offor our failure to appoint ~~August~~a chief 9,operating ~~2006~~officer and meet certain financial covenants, as ~~amended~~referred to in Amendment No. 1. The waiver also requires us, no later than September 30, 2007, to establish a comprehensive financing plan that addresses our funding needs for at least 18 months following September 30, 2007.

In conjunction with the Credit Agreement, the Company granted warrants to each of Lender and Sagamore Hill Capital, LLC, an affiliate of the Lender (“Sagamore”), to purchase respectively, forty-eight million eight hundred four thousand four hundred and twenty four (48,804,424) shares of our common stock (the “Warrants”). The Warrants are exercisable for five years from the date of issuance at an initial exercise price equal to $0.055 per share subject to adjustment under certain events.

In the event that Lender does not secure certain purchase order(s) on or prior to March 31, 2007, the applicable Interest Rate after such date shall increase by 2% and the Company shall issue to each of the Lender and Sagamore additional warrants (collectively, the “Additional Warrants”) to purchase shares of the Company’s common stock representing in aggregate 48,804,424 shares at an initial strike price of $0.055 per share subject to adjustment under certain events, exercisable for five years from the date of issuance.

Where Company does secure such purchase orders on or prior to June 30, 2007, 25% of the total number of initial Warrants issued shall be automatically redeemed by the Company for no additional consideration. Upon the expiration or termination of the credit facility under the Agreement, whichever occurs first, the Company has the option to purchase 25% of the total number of initial Warrants issued at an aggregate purchase price of $250,000.

In addition to other obligations as are standard to an agreement such as the Credit Agreement, the Company agreed (i) to certain operational obligations, (ii) to appoint a Chief Operating Officer on or prior to April 30, 2007, subject to prior approval by the Lender, which approval shall not be unreasonably withheld and (iii) to appoint a representative of Lender to the Board of Directors of Company. In furtherance of the Credit Agreement, Michael W. Hawthorne, an affiliate of Lender, was appointed a member of our Board of Directors.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION

See Item 1.01 above.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

See Item 1.01 above.

Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

By written consent of the Board of Directors effective on February 1, 2007, the Company increased the size of the Board of Directors to 7 Directors.

(1) Each of the following individuals was elected to serve as directors on February 1, 2007: Ed Bond, Robin Bartosh, Thomas Coyle, Tedd Thomas and Michael W. Hawthorne.

(2) There are no agreements related to the appointments other than the appointment of Mr. Hawthorne satisfied an obligation of Company to appoint a representative of Lender to the Board. See Item 1.01 above.

(3) No determination of committee obligations for the Directors has been made.

(4) As an affiliate of Lender, Mr. Hawthorne has been directly involved in the transactions between Lender and the Company, which are the Credit Agreement dated February 1, 2007 and Securities Purchase Agreement with Company dated August 9, 2006, both described in Item 1.01 above.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

4 10.1 Amendment ~~Secured Line~~No. of1 ~~Credit Agreement~~ dated ~~February~~July 19, 2007 to Secured Line of Credit Agreement.

4 10.2 Form of Note.

4.3 Form of Common Stock Purchase Warrant.

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.


	VERSADIAL, INC.

Date: July 12, 2007	By:	/s/ Geoffrey Donaldson
		Geoffrey Donaldson
		Chief Executive Officer

Date: February 7, 2007

By: /s/ Geoffrey Donaldson

Geoffrey Donaldson

Chief Executive Officer

Filing Compare · VERSADIAL, INC.