8-K

UNITED STATES

SECURITIES EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: August 31, 2005

INTELLIGENT MOTOR CARS GROUP, INC.

(Exact name of registrant as specified in its charter)

333-88952

(File Number)

DELAWARE	74-3022293
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

750 East Prospect Road #B

Oakland Park, FL 33309

(Address of principal executive offices) (Zip Code)

(954) 977-5902

(Registrant's telephone number)

1600 W. Sunrise Blvd., Fort Lauderdale, FL 33311

(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:

¨ 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 the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01

Entry Into a Material Definitive Agreement

See ITEM 1.02 below.

ITEM 1.02

Termination of a Material Definitive Agreement

The Registrant’s executive offices and operations have been located at 1600 West Sunrise Blvd., Fort Lauderdale, FL 33311 pursuant to a lease between the Registrant and Wall Street Properties, Inc. (the “Landlord”) dated March 1, 2005 for a five year term. The lease was included as an exhibit to the Registrant’s Form 10-KSB/A for the fiscal year ended December 31, 2004 filed on April 20, 2005. Subsequently, the Landlord entered into an agreement to sell the property to a third party unaffiliated with the Registrant and, effective August 31, 2005, has released the Registrant from all of its obligations under such lease without penalty. The closing of the sale of the property is September 1, 2005.

In connection with the termination of the Registrant’s obligations under the lease, the Registrant entered into a commercial lease, effective August 1, 2005, to lease approximately 200 square feet of office space and no more than three parking spaces at $500 per month on a month to month basis from an unaffiliated third party. The Registrant is relocating its executive offices to 750 East Prospect Road #B, Oakland Park, Florida 3330 effective September 3, 2005.The new telephone number is (954)977-5902. This location is less than five miles from the former location. The Registrant received approval from the State of Florida to relocate its license to the new location. It has also received the approval of the local authorities to store automobiles inside the warehouse at the new location.

ITEM 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

As previously disclosed in the Form 10-QSB for the quarter ended March 31, 2005, the Registrant’s ability to achieve its business objectives is contingent upon its success in raising additional capital until adequate revenues are realized from operations. It was the Registrant’s plan to continue building its cash business as well as its wholesale division. In an effort to raise such additional capital, the Registrant entered into an agreement with Cross Capital Fund, also as disclosed in such Form 10-QSB. The amount of funds expected pursuant to the terms of the agreement with Cross Capital has not been realized by the Registrant in any material amount. As a result, the Registrant had been unable to pay its professional fees and could not timely file its Form 10-QSB for the quarter ended June 30, 2005. Due to the failure to timely file, an “E” was appended to the Registrant’s trading symbol “IMTR” on the NASDAQ Over-The-Counter Bulletin Board on or about August 19, 2005. If the Registrant does not file the delinquent Form 10-QSB on or before September 14, 2005, its common stock will be delisted from trading on the Over-The-Counter Bulletin Board and will trade in the “pink sheets”. The Registrant is currently in the process of preparing the delinquent Form 10-QSB and expects to file same on or before the September 14, 2005 deadline.

ITEM 9.01

Financial Statements and Exhibits

Exhibits

10.3

Lease between the Registrant and Villari Companies Inc. dated August 1, 2005

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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.

INTELLIGENT MOTOR CARS GROUP, INC.
By:	/s/ GERALD SCALZO
	Gerald Scalzo, CEO

Date: September 1, 2005

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EX-10.3

EXHIBIT 10.3

Commercial Lease

This lease is made between the Villari Companies of Fort Lauderdale, Fla. (750 E Prospect Rd), herein called Lessor, and Intelligent Motor Cars, herein called Lessee. Lessee hereby offers to lease from Lessor the premises situated in the City of Oakland Park, County of Broward, State of Florida, described as 7500 sq feet office space including warehouse space. Lessee shall occupy no more than 200 square feet of the facility. Lessee shall be entitled to no more than three parking spaces upon the following TERMS and CONDITIONS:

1. Term and Rent. Lessor demises the above premises for a term of Monthly commencing 8/1/05, and terminating on See above, or sooner as provided herein at the monthly rental rate of *$500.00 Dollars payable in equal installments in advance on the first day of each month for that month’s rental, during the term of this lease. All rental payments shall be made to Lessor, at the address specified above.

2. Use. Lessee shall use and occupy the premises for retail and wholesale vehicle sales (used only). The premises shall be used for no other purpose by Lessee. Lessor represents that the premises may lawfully be used for such purpose. Lessee shall not use the premises for the purposes of storing, manufacturing or selling any explosives, flammables, or other inherently dangerous substance, chemical, thing or device.

3. Care and Maintenance of Premises. Lessee acknowledges that the premises are in good order and repair, unless otherwise indicated herein. Lessee shall, at his own expense and at all times, maintain the premises in good and safe condition, including plate glass, electrical wiring, plumbing and heating installations and any other system or equipment upon the premises and shall surrender the same, at termination hereof, in as good condition as received, normal wear and tear expected. Lessee shall be responsible for all repairs required, excepting the roof, exterior walls, structural foundations, and but only for the Lessees’ rental space of 200 sq feet which shall be maintained by Lessee shall also maintain in good condition such portions adjacent to the premises, such as sidewalks driveways, lawns and shrubbery, which would otherwise be required to be maintained by Lessor.

4. Alterations. Lessee shall not, without first obtaining the written consent of Lessor, make any alterations, additions, or improvements, in, to or about the premises.

5. Ordinances and Statutes. Lessee shall comply with all statutes, ordinances and requirements of all municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the premises, occasioned by or affecting the use thereof by Lessee.

6. Assignment and Subletting. Lessee shall not assign this lease or sublet any portion of the premises without prior written consent of the Lessor, which shall not be unreasonably withheld. Any such assignment or subletting without consent shall be void and, at the option of the Lessor, may terminate this lease.

7. Utilities. All applications and connections for necessary utility services on the demised premises shall be made in the name of Lessee only, and Lessee shall be solely liable for utility charges as they become due, including those for sewer, water, gas, electricity, and telephone services. In the event that any utility or service provided to the premises is not separately metered, Lessor shall pay the amount due and separately invoice Lessee for Lessee’s pro rate share of the charges. Tenant shall pay such amounts within fifteen (15) days of invoice. Lessee acknowledges that the leased premises are designed to provide standard office use electrical facilities and standard office lighting. Lessee shall not use any equipment or devices that utilize excessive electrical energy or that may, in Lessor’s reasonable opinion, overload the wiring or interfere with electrical services to other tenants.

8. Entry and Inspection. Lessee shall permit Lessor or Lessor’s agents to enter upon the premises at reasonable times and upon reasonable notice, for the purpose of inspecting the same, and will permit Lessor at any time within sixty (60) days prior to the expiration of this lease,to place upon the premises any usual “To Let” or “For Lease” signs, and permit persons desiring to lease the same to inspect the premises thereafter.

* $500 maybe offset by certain agreements herein provided by Lessee.

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9. Parking. During the term of this lease, Lessee shall have the nonexclusive use in common with Lessor, other tenants of the building, their guests and invitees, of the nonreserved common automobile parking areas, driveways, and foot ways, subject to rules and regulations for the use thereof as prescribed from time to time by Lessor. Lessor reserves the right to designate parking areas within the building or in a reasonable proximity thereto, for Lessee and Lessee’s agents and employees. Lessee shall provide Lessor with a list of all license numbers for the cars owned by Lessee, its agents and employees. Separated structured parking, if any, located about the building is reserved for Lessees of the building who rent such parking spaces. Lessee hereby leases from Lessor 3 spaces in such a structural parking area, such spaces to be on a first-come first served basis. In consideration of the leasing to Less ee of such spaces, Lessee shall pay a monthly rental included Dollars ($_____) per space throughout the term of the lease. Such rent shall be due and payable each month without demand at the time herein set for the payment of other monthly rentals, in addition to such other rentals.

10. Possession. If Lessor is unable to deliver possession of the premises at the commencement hereof, Lessor shall not be liable for any damage caused thereby, nor shall this lease be void or voidable, but Lessee shall not be liable for any rent until possession is delivered. Lessee may terminate this lease if possession is not delivered within _____ days of the commencement of the term hereof.

11. Indemnification of Lessor. To the extent of the law, Lessor shall not be liable for any damage or injury to Lessee, or any other person, or to any property, occurring on the demised premises or any part thereof. Lessee agrees to indemnify and hold Lessor harmless from any claims for damages which arise in connection with any such occurrence. Said indemnification shall include indemnity from any costs or fee which Lessor may incur in defending said claim.

12. Insurance. Lessee, at  his expense, shall maintain plate glass and public liability insurance including bodily injury and property damage insuring Lessee and Lessor with minimum coverage as follows:

Lessee shall provide Lessor with a Certificate of Insurance showing Lessor as additional insured. The Certificate shall provide for a ten-day written notice to Lessor in the event of cancellation or material change of coverage. To the maximum extent permitted by insurance policies, which may be owned by Lessor or Lessee. Lessee and Lessor, for the benefit of each other, waive any and all rights of sub rogation which might otherwise exist.

If the leased premises or any other part of the building is damaged by fire or other casualty resulting from any act of negligence of Lessee of any of Lessee’s agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Lessee shall be responsible for the costs of repair not covered by insurance.

13. Eminent Domain. If the premises or any part thereof or any estate therein, or any other part of the building materially affecting Lessee’s use of the premises, shall be taken by eminent domain, this lease shall terminate on the date when title vests pursuant to such taking. The rent, and any additional rent, shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to Lessee. Lessee shall not be entitled to any part of the award for such taking of any payment in lieu thereof, but Lessee may file a clam for any taking of fixtures and improvements owned by Lessee, and for moving expenses.

14. Destruction of Premises. In the event of a partial destruction of the premises during the term hereof, from any cause, Lessor shall forthwith repair the same, provided that such repairs can be made within sixty (60) days under existing governmental laws and regulations, but such partial destruction shall not terminate this lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made, based upon the extent to which the making of such repairs shall interfere with the business of Lessee on the premises. If such repairs cannot be made within said sixty (60) days, Lessor, at his option, may make the same within a reasonable time, this lease continuing in effect with the rent proportionately abated as aforesaid, and in the event that Lessor shall not elect to make such repairs which cannot be made within sixty (60) days, this lease may be terminated at the option of either party. In t he event that the building in which the demised premises may be situated is destroyed to an extent of not less than one-third of the replacement costs thereof, Lessor may elect to terminate this lease whether the demised premises be injured or not. A total destruction of the building in which the premises may be situated shall terminate this lease.

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15. Lessor’s Remedies on Default. If Lessee defaults in the payment of rent, or any additional rent, or defaults in the performance of any of the other covenants or conditions hereof, Lessor may give Lessee notice of such default and if Lessee does not cure any such default within 5 days, after the giving of such notice (or if such other default is of such nature that it cannot be completely cured within such period, if Lessee does not commence such curing within such 5 days and thereafter proceed with reasonable diligence and in good faith to cure such default), then Lessor may terminate this lease on not less than 5 days’ notice to Lessee. On the date specified in such notice the term of this lease shall terminate, and Lessee shall then quit and surrender the premises to Lessor, without extinguishing Lessee’s liability. If this lease shall have been so terminated by Lessor, Lessor may at any t ime thereafter resume possession of the premises by any lawful means and remove Lessee or other occupants and their effects. No failure to enforce any term shall be deemed a waiver.

16. Security Deposit. Lessee shall deposit with Lessor on the signing of this lease the sum of $500.00 Dollars ($_____) as security for the performance of Lessee’s obligations under this lease, including without limitation the surrender of possession of the premises to Lessor as herein provided. If Lessor applies any part of the deposit to cure any default of Lessee, Lessee shall on demand deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times during the term of this lease.

17. Tax Increase. In the event there is any increase during any year of the term of this lease in the City, County or State real estate taxes over and above the amount of such taxes assessed for the tax year during which the term of this lease commences, whether because of increased rate or valuation, Lessee shall pay to Lessor upon presentation of paid tax bills an amount equal to 5% of the increase in taxes upon the land and building in which the leased premises are situated. In the event that such taxes are assessed for a tax year extending beyond the term of the lease, the obligation of Lessee shall be proportionate to the portion of the lease term included in such year.

18. Common Area Expenses. In the event the demised premises are situated in a shopping center or in a commercial building in which there are common areas, Lessee agrees to pay his prorate share of maintenance, taxes, and insurance for the common area.

19. Attorney’s Fees. In case suite should be brought for recovery of the premises, or for any sum due hereunder, or because of any act which may arise out of the possession of the premises, by either party, the prevailing party shall be entitled to all costs incurred in connection with such action, including a reasonable attorney’s fee.

20. Waiver. No failure of Lessor to enforce any term hereof shall be deemed to be a waiver.

21. Notices. Any notice which either party may or is required to give, shall be given by mailing the same, postage prepaid, to Lessee at the premises, or Lessor at the address specified above, or at such other places as may be designated by the parties from time to time.

22. Heirs, Assigns, Successors. This lease is binding upon and inures to the benefit of the heirs, assigns and successors in interest to the parties.

23. Option to Renew. Provided that Lessee is not in default in the performance of this lease, Lessee shall have the option to renew the lease for an additional term of one month commencing at the expiration of the initial lease term. All of the terms and conditions of the lease shall apply during the renewal term except that the monthly rent shall be the sum of $ N/A. The option shall be exercised by written notice given to Lessor not less than 5 days prior to the expiration of the initial lease term. If notice is not given in the manner provided herein within the time specified, this option shall expire.

24. Subordination. This lease is and shall be subordinated to all existing and futue liens and encumbrances against the property.

25. Radon Gas Disclosure. As required by law, (Landlord) (Seller) makes the following disclosure. “Radon Gas” is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in_____. Additional information regarding radon and radon testing may be obtained from your county public health unit.

26. Entire Agreement. The foregoing constitutes the entire agreement between the parties and may be modified only by a writing signed by both parties. The following Exhibits, if any, have been made a part of this lease before the parties execution hereof.

Signed this 1^st day of August, 2005.

Lessor: /s/ David J. Villari

Lessee: /s/ Gerald Scalzo

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