UNITED
STATES





SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A





x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 or 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934for
      the quarterly period ended March 31, 2010OR ̈
              TRANSITION
      REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
  EXCHANGEACT
      OF 1934 for the Transition Period from toCommission
      file number: 001-16781





CAREPAYMENT TECHNOLOGIES,
    INC.(Exact
      Name of Registrant as Specified in its
Charter)





Oregon
                
                91-1758621(State
      or Other Jurisdiction of
                
                (I.R.S.
      Employer Identification No.)Incorporation
      or Organization)





5300 Meadows Rd, Suite 400, Lake Oswego,
      Oregon
              
              97035(Address
      of Principal Executive
              
              (Zip
      Code)Offices)





(Registrant’s
Telephone Number, Including Area Code): 503-419-3505





Former
Name:  microHelix, Inc.





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.


Yes  ̈ No x





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


Yes  ̈ No x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a non-accelerated filer, or a
smaller reporting company.  See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.


Large
      accelerated filer  ̈
              
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈
              
              Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  ̈  No x





Shares of
Common Stock outstanding as of May 14, 2010 were:





Class
      A
                    
                    
                    1,390,616Class
      B
                    
                    
                    6,510,0928,900,708





On March
31, 2010, the Company’s shareholders authorized the Company to effect a 1-for-10
reverse stock split of its Common Stock and subsequent conversion of each share
of Common Stock into one share of Class A Common Stock.  The
consolidated financial statements, notes, and other references to share and per
share data contained in this Report have been retroactively restated to reflect
such reverse stock split and conversion for all periods presented.










EXPLANATORY
NOTE





This
Amendment No. 1 (this "Amendment") on Form 10-Q/A is being filed in response to
comments the Registrant received from the Staff of the Securities and Exchange
Commission (the "Commission" or the "SEC") regarding the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2010, as originally
filed with the SEC on May 17, 2010 (the "Original Form 10-Q").  This
Amendment amends and restates the Original Form 10-Q in its entirety to provide
a complete presentation.





Except as
necessary to respond to the Staff's comments, the Registrant has not modified or
updated disclosures presented in the Original Form 10-Q.  Accordingly,
this Amendment does not reflect events occurring after the date of filing of the
Original Form 10-Q or modify or update those disclosures, including the exhibits
to the Original Form 10-Q, affected by subsequent events. As such, this
Amendment should be read in conjunction with the Original Form 10-Q and the
Registrant's other reports filed with the SEC subsequent to the filing of the
Original Form 10-Q, including any amendments to those filings.





As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), currently dated certifications by the Registrant's
principal executive officer and principal financial officer are filed as
exhibits to this Amendment.


2





CarePayment
Technologies, Inc.


Quarterly
Report on Form 10-Q


Quarter
Ended March 31, 2010





TABLE
OF CONTENTS





PagePART
      I.   Financial Information
                
                3ITEM
      1.   Condensed Consolidated Financial Statements
      (Unaudited)Condensed
      consolidated balance sheets as of March 31, 2010 and December 31,
      2009
                
                3Condensed
      consolidated statements of operations for the three months ended March 31,
      2010 and 2009
                
                4Condensed
      consolidated statements of cash flows for the three months ended March 31,
      2010 and 2009
                
                5Notes
      to condensed consolidated financial statements
                
                6ITEM
      2.   Management’s Discussion And Analysis Of Financial
      Condition And Results Of Operations
                
                17ITEM
      4T.   Controls And Procedures
                
                21PART
      II.  Other InformationITEM
      I.  Legal Proceedings
                
                22ITEM
      2.   Unregistered Sales Of Equity Securities And Use Of
      Proceeds
                
                22ITEM
      6.   Exhibits
                
                22SIGNATURE
                
                22


2




PART
I — FINANCIAL INFORMATION





ITEM 1. FINANCIAL STATEMENTS —
UNAUDITED





CAREPAYMENT
TECHNOLOGIES, INC.





CONDENSED
CONSOLIDATED BALANCE SHEETS


(UNAUDITED)


March
31, 2010 and December 31, 2009





2010
                      
                      
                      2009AssetsCurrent
      Assets:Cash
      and cash equivalents
                      
                      $
                      23,264
                      
                      
                      $
                      69,097Related
      party receivable
                      
                      
                      557,666
                      
                      
                      
                      —Prepaid
      expenses
                      
                      
                      36,080
                      
                      
                      
                      —Total
      current assets
                      
                      
                      617,010
                      
                      
                      
                      69,097Property
      and equipment, net
                      
                      
                      458,333
                      
                      
                      
                      500,000Servicing
      rights, net
                      
                      
                      9,454,500
                      
                      
                      
                      9,550,000Total
      assets
                      
                      $
                      10,529,843
                      
                      
                      $
                      10,119,097Liabilities
      and Shareholders' DeficitCurrent
      Liabilities:Accounts
      payable
                      
                      $
                      1,154,263
                      
                      
                      $
                      797,751Accrued
      interest
                      
                      
                      396,589
                      
                      
                      
                      324,082Accrued
      liabilities
                      
                      
                      175,193
                      
                      
                      
                      —Current
      maturities of notes payable, net of debt discount
                      
                      
                      94,190
                      
                      
                      
                      294,190Total
      current liabilities
                      
                      
                      1,820,235
                      
                      
                      
                      1,416,023Notes
      payable, net of current potion
                      
                      
                      884,775
                      
                      
                      
                      988,275Mandatorily
      redeemable preferred stock, no par value, 1,200,000 shares authorized,
      1,000,000 shares issued and outstanding, liquidation preference of
      $10,000,000
                      
                      
                      8,896,486
                      
                      
                      
                      8,805,140Total
      liabilities
                      
                      
                      11,601,496
                      
                      
                      
                      11,209,438Shareholders'
      Deficit:CarePayment
      Technologies, Inc. shareholders’ deficit:Common
      stock, no par value: Class A 65,000,000 shares authorized, 1,390,616 and
      1,383,286 issued and outstanding at March 31, 2010 and December 31, 2009,
      respectively; Class B 10,000,000 shares authorized, no shares issued or
      outstanding at March 31, 2010 and December 31, 2009
                      
                      
                      18,022,850
                      
                      
                      
                      18,022,591Additional
      paid-in capital
                      
                      
                      11,773,640
                      
                      
                      
                      11,755,211Accumulated
      deficit
                      
                      
                      (30,870,568
                      )
                      
                      
                      (30,868,143
                      )Total
      CarePayment Technologies, Inc. shareholders' deficit
                      
                      
                      (1,074,078
                      )
                      
                      
                      (1,090,341
                      )Noncontrolling
      interest
                      
                      
                      2,425
                      
                      
                      
                      —Total
      shareholders’ deficit
                      
                      
                      (1,071,653
                      )
                      
                      
                      (1,090,341
                      )Total
      liabilities and shareholders’ deficit
                      
                      $
                      10,529,843
                      
                      
                      $
                      10,119,097





The
accompanying notes are an integral part of these condensed consolidated
financial statements.


3




CAREPAYMENT
TECHNOLOGIES, INC.





CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)





Three Months Ended
                                            March 312010
                                          
                                          
                                          2009Service
      fees revenue
                                          
                                          $
                                          1,304,717
                                          
                                          
                                          $
                                          —Cost
      of revenue
                                          
                                          
                                          1,123,482
                                          
                                          
                                          
                                          —Gross
      margin
                                          
                                          
                                          181,235
                                          
                                          
                                          
                                          —Operating
      Expenses:Sales,
      general and administrative
                                          
                                          
                                          890,224
                                          
                                          
                                          
                                          131,901Loss
      from operations
                                          
                                          
                                          (708,989
                                          )
                                          
                                          
                                          (131,901
                                          )Other
      income (expense):Loss
      reimbursement
                                          
                                          
                                          873,371
                                          
                                          
                                          
                                          —Interest
      expense
                                          
                                          
                                          (164,049
                                          )
                                          
                                          
                                          (77,770
                                          )Other
      income (expense), net
                                          
                                          
                                          709,322
                                          
                                          
                                          
                                          (77,770
                                          )Net
      income (loss) before income tax
                                          
                                          
                                          333
                                          
                                          
                                          
                                          (209,671
                                          )Income
      tax expense
                                          
                                          
                                          333
                                          
                                          
                                          
                                          —Net
      income (loss)
                                          
                                          
                                          —
                                          
                                          
                                          
                                          (209,671
                                          )Less:
      Net income attributable to noncontrolling interest
                                          
                                          
                                          (2,425
                                          )
                                          
                                          
                                          —Net
      loss attributable to CarePayment Technologies, Inc.
                                          
                                          $
                                          (2,425
                                          )
                                          
                                          $
                                          (209,671
                                          )Net
      loss per shareBasic
      and diluted
                                          
                                          $
                                          (0.00
                                          )
                                          
                                          $
                                          (1.06
                                          )Weighted
      average number of shares outstandingBasic
      and diluted
                                          
                                          
                                          1,384,915
                                          
                                          
                                          
                                          197,379





The
accompanying notes are an integral part of these condensed consolidated
financial statements.


4





CAREPAYMENT
TECHNOLOGIES, INC.





CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)





Three Months Ended
                                  March 312010
                                
                                
                                2009Cash
      Flows Provided by (Used In) Operating Activities:Net
      income (loss)
                                
                                $
                                —
                                
                                
                                $
                                (209,671
                                )Adjustments
      to reconcile net income (loss) to cash provided by (used in) operating
      activities:Amortization
      of intangibles
                                
                                
                                137,167
                                
                                
                                
                                —Accretion
      of mandatorily redeemable preferred stock discount
                                
                                
                                91,346
                                
                                
                                
                                —Stock-based
      compensation
                                
                                
                                18,429
                                
                                
                                
                                —Common
      stock issued for services
                                
                                
                                —
                                
                                
                                
                                1,001Amortization
      of debt discount
                                
                                
                                —
                                
                                
                                
                                32,940Change
      in assets and liabilities:Increase
      in assets:Related
      party receivable
                                
                                
                                (557,666
                                )
                                
                                
                                —Prepaid
      expenses
                                
                                
                                (36,080
                                )
                                
                                
                                (16,666
                                )Increase
      in liabilities:Accounts
      payable
                                
                                
                                356,512
                                
                                
                                
                                —Accrued
      interest
                                
                                
                                72,507
                                
                                
                                
                                —Accrued
      liabilities
                                
                                
                                175,193
                                
                                
                                
                                30,076Net
      cash provided by (used in) operating activities
                                
                                
                                257,408
                                
                                
                                
                                (162,320
                                )Cash
      Flows Provided By (Used In) Financing Activities:Payments
      on notes payable
                                
                                
                                (303,500
                                )
                                
                                
                                —Proceeds
      from revolving credit line
                                
                                
                                31,000
                                
                                
                                
                                —Payment
      on revolving credit line
                                
                                
                                (31,000
                                )
                                
                                
                                —Proceeds
      from exercise of warrants
                                
                                
                                259
                                
                                
                                
                                —Proceeds
      from issue of notes payable to shareholders
                                
                                
                                —
                                
                                
                                
                                100,000Net
      cash provided by (used in) financing activities
                                
                                
                                (303,241
                                )
                                
                                
                                100,000Change
      in cash
                                
                                
                                (45,833
                                )
                                
                                
                                (62,320
                                )Cash,
      beginning of period
                                
                                
                                69,097
                                
                                
                                
                                98,433Cash,
      end of period
                                
                                $
                                23,264
                                
                                
                                $
                                36,113Supplemental
      Disclosure of Cash Flow InformationCash
      paid for interest
                                
                                $
                                196
                                
                                
                                $
                                —Cash
      paid for income taxes
                                
                                $
                                333
                                
                                
                                $
                                —Supplemental
      Disclosure of Non-cash Financing Activities:Warrants
      issued to lenders-recorded as debt discount
                                
                                $
                                —
                                
                                
                                $
                                94,114Refinance
      of accrued liability to note payable
                                
                                $
                                —
                                
                                
                                $
                                101,834





The accompanying notes are an
integral part of these condensed consolidated financial
statements.


5




CAREPAYMENT
TECHNOLOGIES, INC.





NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





1.  Business




Overview




CarePayment
Technologies, Inc. (formerly microHelix, Inc.) (“we,” “us,” “our,” “CarePayment”
or the “Company”) was incorporated as an Oregon corporation in
1991.  From inception until September 28, 2007, we manufactured custom
cable assemblies and mechanical assemblies for the medical and commercial
original equipment manufacturer (OEM) markets.  We were experiencing
considerable competition by late 2006 as our customers aggressively outsourced
competing products from offshore suppliers.  In the first quarter of
2007, a customer that accounted for over 30% of our revenues experienced a
recall of one of its major products by the U.S. Food and Drug
Administration.  As a result the customer cancelled its orders with
us, leaving us with large amounts of inventory on hand and significantly reduced
revenue.





On May
31, 2007 we informed our three secured creditors, BFI Business Finance, VenCore
Solution, LLC and MH Financial Associates, LLC ("MH Financial"), that we were
unable to continue business operations due to continuing operating losses and a
lack of working capital.  At that time we voluntarily surrendered our
assets to these secured creditors, following which we and our wholly owned
subsidiary, Moore Electronics, Inc. ("Moore"), operated for the benefit of the
secured creditors until September 2007, when we ceased manufacturing operations
and became a shell company.  MH Financial was, at that time, and
currently is, an affiliate of ours due to its ownership of shares of our capital
stock.





Following
September 2007 and continuing until December 31, 2009, we had no
operations.  Our Board of Directors, however, determined to maintain
us as a shell company to seek opportunities to acquire a business or assets
sufficient to operate a business.  To help facilitate our search for
suitable business acquisition opportunities, among other goals, on June 27, 2008
we entered into an advisory services agreement with Aequitas Capital Management,
Inc. (“Aequitas”) to provide us with strategy development, strategic planning,
marketing, corporate development and other advisory services.  In
exchange for the services to be provided by Aequitas under that agreement, we
issued to Aequitas warrants to purchase 106,667 shares of our Class A Common
Stock at an exercise price of $0.01 per share.





Effective
at the end of December 2009, we acquired certain assets and rights that enabled
us to begin building a business that services accounts receivable for other
parties.  The assets and rights we acquired had been previously
developed by Aequitas and its affiliate, CarePayment, LLC, under the
CarePayment® brand for servicing accounts receivable generated by hospitals in
connection with providing health care services to their patients.  The
assets and rights we acquired included the exclusive right to administer,
service and collect patient accounts receivable generated by hospitals and
purchased by CarePayment, LLC or its affiliates, and a proprietary software
product that is used to manage the servicing.  Typically CarePayment,
LLC or one of its affiliates purchase patient accounts receivable from hospitals
and then we administer, service and collect them on behalf of CarePayment, LLC
for a fee.  Although we intend to grow our business to include
servicing of accounts receivable on behalf of other parties, currently
CarePayment, LLC is our only customer.





To
facilitate building the business, on December 30, 2009, we, Aequitas and
CarePayment, LLC formed an Oregon limited liability company, CP Technologies LLC
("CP Technologies") (formerly WS Technologies LLC).  We contributed
shares of our newly authorized Series D Convertible Preferred Stock ("Series D
Preferred") and warrants to purchase shares of our Class B Common Stock to CP
Technologies.  Aequitas and CarePayment, LLC contributed to CP
Technologies the CarePayment® assets and rights described in the foregoing
paragraph.  CP Technologies then distributed the shares of Series D
Preferred to Aequitas and CarePayment, LLC, and the warrants to purchase shares
of Class B Common to CarePayment, LLC, to redeem all but half of one membership
unit (a "Unit") held by each of them.  Following these transactions,
we own 99% of CP Technologies, and Aequitas and CarePayment, LLC each own 0.5%
of CP Technologies as of December 31, 2009.





Aequitas
and CarePayment, LLC are affiliates due to their common control by Aequitas
Holdings, LLC (“Holdings”).  Aequitas is a wholly owned subsidiary of
Holdings.  CarePayment, LLC is a wholly owned subsidiary of Aequitas
Commercial Finance, LLC (“ACF”), which itself is a wholly owned subsidiary of
Holdings.  On December 30, 2009, prior to the contribution of assets,
Holdings and its affiliates owned 13.1% of the Company’s common stock and
controlled 46.3% of the Company on a fully diluted basis.


6





The
Receivables Servicing Business





On
January 1, 2010 and as a result of the transactions described above, CP
Technologies began building a business to service hospital patient receivables
for an affiliate of the Company, CarePayment, LLC.





Generally,
a majority of a hospital's accounts receivable are paid by medical insurance,
Medicare and Medicaid.  The balance of accounts receivable due
directly from the patient is not always a priority for many hospitals, due
primarily to the effort and expense required to collect those balances from
individuals.CarePayment, LLC, acting
alone or through its affiliates, purchases patient receivables from
hospitals.  CP Technologies administers, services and collects the
receivables; CarePayment, LLC maintains ownership of the
receivables.





A patient
whose health care receivable is acquired by CarePayment, LLC becomes a
CarePayment® finance card customer and is issued a CarePayment® card, which has
an initial outstanding balance equal to the receivable purchased by CarePayment,
LLC.  Balances due on the CarePayment ® card are generally payable
over 25 months with no interest.  From the customer's point of view,
the CarePayment ® card functions much like a credit card even though CP
Technologies advances no credit to the customer.  In addition to
servicing the receivables, CP Technologies also analyzes potential receivable
acquisitions for CarePayment, LLC and recommends a course of action when it
determines that collection efforts for existing receivables are no longer
effective.





In
exchange for its services, CP Technologies receives origination fees at the time
CarePayment, LLC purchases and delivers receivables to CP Technologies for
servicing, a monthly servicing fee based on the total principal amount of
receivables being serviced, and a quarterly fee based upon a percentage of
CarePayment, LLC's quarterly net income.  CP Technologies’ servicing
agreement with CarePayment, LLC includes additional compensation during the
first six months of 2010 to cover the Company’s start up costs as it builds a
receivables servicing business.  This compensation is equal to the
Company's actual monthly losses for the first quarter of 2010 and an amount
equal to 50% of actual monthly losses for the second quarter of
2010.  The Company received $873,371 of such compensation from
CarePayment, LLC in the three-month period ended March 31, 2010.





CP
Technologies contracts with various vendors to service the CarePayment® finance
card product, send customer statements, accept payments, and transmit all
transaction history back to CP Technologies.  Since CP
Technologies  is responsible for the CarePayment® finance card's
compliance with various laws and regulations relating to consumer credit, these
vendors are selected for their specific expertise in such areas.




2.  Summary
of Significant Accounting Policies




Basis
of presentation:




The
unaudited condensed consolidated financial statements have been prepared by the
management of CarePayment and in the opinion of management include all material
adjustments (consisting of normal recurring accruals) which are necessary to
present fairly the Company’s financial position and operating results for the
periods indicated. The results of operations for the three months ended
March 31, 2010 are not necessarily indicative of the results to be expected
for the entire year ending December 31, 2010.





Certain
information and note disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted from the interim financial statements presented in this
Quarterly Report on Form 10-Q pursuant to the rules and regulations of the
SEC.  These unaudited condensed consolidated financial statements
should be read in conjunction with the Consolidated Financial Statements
and notes thereto included in the Company’s Form 10-K for the year ended
December 31, 2009.




Estimates
and assumptions:




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


7




Principles
of consolidation:




The
consolidated financial statements include the accounts of CarePayment, its
wholly owned subsidiary, Moore, and its 99% owned subsidiary, CP Technologies.
All intercompany transactions have been eliminated.




Concentration
of credit risk:




Receivables— The
Company’s  receivables are all with a related party.  The
Company does not anticipate any collection issues.





Revenue from one source— The
Company currently generates all its revenue through one servicing agreement with
a related party.





Cash and investments —
The Company maintains its cash in bank accounts; at times, the balances in these
accounts may exceed federally insured limits.  The Company has not
experienced any losses in such accounts.




Cash
and cash equivalents:




Cash and
cash equivalents are stated at cost, which approximates fair value, and include
investments with maturities of three months or less at the date of
acquisition.  Cash and cash equivalents consist of bank
deposits.




Property
and equipment:




Property
and equipment is comprised of servicing software which is stated at original
estimated fair value, net of accumulated amortization.  Amortization is
computed using the straight-line method over the estimated useful lives of the
assets. The estimated useful life of the software is 3
years.  The Company evaluates long-lived assets for impairment
annually or whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  Amortization
expense was $41,667 for the three months ended March 31, 2010.




Servicing
rights:




Servicing rights represent thefair valueoftheidentifiable intangible asset
associated with the acquisition of certain business assets.  Effective
January 1, 2010, theCompany began to amortize thecost associated with this
asset on a straight line basis over an estimated useful life of 25
years, which is based on the term of the
servicing agreement that expires in 2034.The Company evaluates
servicing rights for impairment annually or whenever events or changes in
circumstances indicate that the carrying amount oftheasset may not be recoverable by
analyzing the undiscounted and discounted future cash flows under the servicing
agreement withCarePayment, LLC.Amortization expense was $95,500 for
the three months ended March 31, 2010.




Revenue
recognition:




The
Company recognizes revenue in conjunction with a servicing agreement with
CarePayment, LLC.  The Company receives a servicing fee equal to 5%
annually of total funded receivables being serviced and an origination fee equal
to 6% of the original balance of newly generated funded
receivables.  The servicing agreement also provides that the Company
receives 25% of CarePayment, LLC’s quarterly net income, adjusted for certain
items.  The Company recognizes revenue related to this agreement,
which is evidence of an arrangement, at the time the services are rendered; the
servicing fee is recognized as revenue monthly at 1/12 of the annual percent of
the funded receivables being serviced for the month; the origination fee is
recognized as revenue at the time CarePayment, LLC funds its purchased
receivables and the Company assumes the responsibility for servicing these
receivables; the 25% of CarePayment, LLC’s net income is recognized as revenue
in the quarter that CarePayment, LLC records the net income.  The
collectability of the revenue recognized from these related party transactions
is considered reasonably assured.




Cost
of revenue:




Cost of
revenue is comprised primarily of compensation and benefit costs for servicing
employees, costs associated with outsourcing billing, collections and
payment processing services, and amortization of servicing rights and servicing
software.




Income
taxes:




The
Company accounts for income taxes under an asset and liability approach that
requires the recognition of deferred tax assets and liabilities that are
determined based on the differences between the financial statement bases and
tax bases of assets and liabilities using enacted tax rates.  A
valuation allowance is recorded to reduce a deferred tax asset to that portion
of the deferred tax asset that is expected to more likely than not be
realized.


8





The
Company reports a liability, if any, for unrecognized tax benefits resulting
from uncertain income tax positions taken or expected to be taken in an income
tax return.  Estimated interest and penalties, if any, are recorded as
a component of interest expense and other expense, respectively.  No
liability has been recorded for uncertain tax positions, or related interest or
penalties as of March 31, 2010 and December 31, 2009.  Tax
years that remain subject to examination by federal and state authorities are
the years ended 2006 through 2009.




Stock-based
compensation:




Stock-based
compensation cost is estimated at the grant date based on the award’s fair value
and is recognized as expense over the requisite service period using the
straight-line attribution method.  Stock-based compensation for stock
options granted is estimated using the Black-Scholes option pricing
model.




Warrants
to purchase the Company’s stock:




The fair
value of warrants to purchase the Company’s stock issued for services or in
exchange for assets is estimated at the issue date using the Black-Scholes
model.




Earnings
(loss) per common share:




Basic
earnings (loss) per common share, (“EPS”), is calculated by dividing net income
(loss) attributable to the Company by the weighted average number of shares of
common stock outstanding during the period. Fully diluted EPS assumes the
conversion of all potentially dilutive securities and is calculated by dividing
net income by the sum of the weighted average number of shares of common stock
outstanding plus potentially dilutive securities determined using the treasury
stock method.  Dilutive loss per share does not consider the impact of
potentially dilutive securities in periods in which there is a loss because the
inclusion of the potentially dilutive securities would have an anti-dilutive
effect.




Comprehensive
income (loss):




The
Company has no components of Other Comprehensive Income (Loss) and, accordingly,
no statement of Comprehensive Income (Loss) is included in the accompanying
Condensed Consolidated Financial Statements




Operating
segments and reporting units:




The
Company operates as a single business segment and reporting unit.




Recently
adopted accounting standards:




In
February 2010, the Financial Accounting Standards Board (“FASB”) issued amended
guidance on subsequent events. Under this amended guidance, SEC filers are no
longer required to disclose the date through which subsequent events have been
evaluated in originally issued and revised financial statements. This guidance
was effective immediately and the Company adopted these new requirements for the
period ended March 31, 2010.




Recently
issued accounting standards:




In
January 2010, the FASB issued guidance to amend the disclosure requirements
related to recurring and nonrecurring fair value measurements. The guidance
requires disclosure of transfers of assets and liabilities between Level 1 and
Level 2 of the fair value measurement hierarchy, including the reasons and the
timing of the transfers and information on purchases, sales, issuance, and
settlements on a gross basis in the reconciliation of the assets and liabilities
measured under Level 3 of the fair value measurement hierarchy. This guidance is
effective for the Company beginning January 1, 2011. The Company does not
expect the adoption of this guidance will have an impact on its consolidated
financial position or results of operations.


9





3. Notes
Payable





A summary
of the Company's notes payable outstanding as of March 31, 2010 and
December 31, 2009 is as follows:





2010
                  
                  
                  2009MH
      Financial Associates, LLC
                  
                  $
                  874,243
                  
                  
                  $
                  977,743Aequitas
      Capital Management, Inc.
                  
                  
                  94,190
                  
                  
                  
                  294,190Other
                  
                  
                  10,532
                  
                  
                  
                  10,532Total
      Notes Payable
                  
                  
                  978,965
                  
                  
                  
                  1,282,465Current
      maturities
                  
                  
                  (94,190
                  )
                  
                  
                  (294,190
                  )Notes
      Payable, less current maturities
                  
                  $
                  884,775
                  
                  
                  $
                  988,275





On
June 27, 2008, the Company refinanced a promissory note payable to MH
Financial  by issuing a note payable (the”Note”) in the amount of
$977,743.  The loan amount included $477,743 that was owed to MH
Financial as of June 27, 2008 and an additional loan of up to
$500,000.  The Company was advanced $200,000 on June 27, 2008,
$100,000 on December 31, 2008, $100,000 on February 27, 2009, and
$100,000 on November 6, 2009.  Effective as of the date of this
refinance, interest accrued on the outstanding principal balance of the loan at
a rate of 20% per annum.  The original due date of the Note was
December 27, 2008 and, as a condition of the December 31, 2008 advance, the
due date was extended to December 31, 2009.  On December 31,
2009, the Company was granted a note extension to December 31, 2011, at
which time all unpaid interest and principal are due.  In addition,
the interest rate on the principal amount outstanding under the Note decreases
from 20% to 8% per annum after the Company makes principal payments totaling
$400,000.  As of March 31, 2010, the Company has made principal
payments of $103,500; the interest rate on the loan will decrease after the
Company makes additional principal payments of $296,500.  The note
continues to be secured by substantially all of the assets of the
Company.





On
December 31, 2008, the Company entered into a multiple advance promissory
note payable to Aequitas.  The note is a multiple advance note, with a
maximum advance amount of $360,000.  Effective December 31, 2009,
there will be no additional advances made under the note and the note was
amended and was modified to reflect modified payment and maturity date
information.  The maturity date was further extended on March 31, 2010
to be September 30, 2010.  Under these modified terms all amounts
outstanding under this note are due and payable on the earliest of the
following:  (a) September 30, 2010; (b) the closing of
a loan or other financing provided to the Company by a senior lender or other
source in an amount sufficient to pay off this note; (c) the closing of a
private investment in public equity financing and/or any other financing event
with gross proceeds to the Company in excess of $1,000,000; provided, however,
that after the occurrence of an event of default under the note, the outstanding
principal and all accrued interest will be payable on demand.  Unless
otherwise agreed or required by applicable law, payments will be applied first
to expenses for which the Company is liable under the note (including unpaid
collection costs and late charges), next to accrued and unpaid interest, and the
balance to principal.  In addition, the outstanding principal balance
and all accrued and unpaid interest will be due and payable in the event of (x)
a sale of all or substantially all of the assets of the Company, or (y) the
transfer of ownership or beneficial interest, by merger or otherwise, of 50% or
more of the stock of the Company.





On
January 15, 2010, CarePayment entered into agreements pursuant to which it
could borrow up to a maximum of $500,000 from ACF, an affiliate of
Aequitas.  The Company was advanced $31,000 on January 14, 2010, which
was repaid on February 12, 2010.  As of March 31, 2010,
there are no outstanding advances under these agreements with
ACF.  These agreements expired on March 31, 2010.




4. Mandatorily
Redeemable Convertible Preferred Stock





On
December 30, 2009, the Company issued 1,000,000 shares of Series D
Preferred in connection with the transactions described in Note 1
above.  Holders of the Series D Preferred receive a preferred dividend
of $0.50 per share per annum, when and if declared by our Board of Directors,
and a liquidation preference of $10 per share, plus cumulative unpaid
dividends.  The Company may redeem all of the Series D Preferred at
any time upon 30 days' prior written notice, and is required to redeem all of
the Series D Preferred in January 2013 at a purchase price equal to the
liquidation preference in effect on January 1, 2013.  If the
Company is unable to redeem the Series D Preferred with cash or other
immediately available funds for any reason, the holders of Series D Preferred
will have the right to exchange all shares of Series D Preferred for an
aggregate 99% ownership interest in CP Technologies.


10





The fair
value of the Series D Preferred was determined using a dividend discount model
assuming a 9% discount rate and that the cumulative dividends of $0.50 per share
will be accrued and received at the mandatory redemption date (Level 3 inputs in
the fair value hierarchy). The resulting fair value of the 1,000,000 shares of
Series D Preferred issued on December 30, 2009 was $8,805,140.





The
difference between the fair value of the Series D Preferred at December 31,
2009 of $8,805,140 and the redemption value of $10,000,000 will be accreted to
interest expense over the period to redemption in January 2013 using the level
yield method.  The carrying value at March 31, 2010 is
$8,896,486.




5.  Shareholders’
Deficit




Preferred
Stock:




As
of April 1, 2010, the Company's Certificate of Designation for Series
D Preferred was amended by adding a provision allowing for the conversion of the
Series D Preferred at any time after one year after its
issuance.  Each share of Series D Preferred Stock is convertible into
such number of fully paid and nonassessable shares of Class A Common Stock of
the Company as is determined by dividing the amount of $10.00 per share (as
adjusted for stock splits, stock dividends, reclassification and the like with
respect to the Series D Preferred) by the Conversion Price (defined in the
following sentence) applicable to such share in effect on the date the
certificate is surrendered for conversion.  The Conversion Price per
share of Series D Preferred is 80% of the volume weighted average price of the
Class A Common Stock; provided, however, that in no event will the Conversion
Price be less than $1.00 per share.





Effective
April 15, 2010, the Company sold 200,000 shares of Series D Preferred for
aggregate consideration of $2,000,000, which was paid pursuant to a promissory
note that accrues interest at 5% per annum and is due in full on or before April
15, 2011 (See Note 13).




Stock
Warrants:




As of
March 31, 2010, the Company had 4,417 warrants outstanding for Class A Common
Stock and 6,510,092 warrants outstanding for Class B Common Stock which are
exercisable as follows:





Warrants
                              
                              
                              ExercisePrice
                              
                              ExpirationDate3,189
                              (1)
                              
                              $
                              37.50
                              
                              April
      2015487
                              (1)
                              
                              $
                              72.00
                              
                              June
      2016667
                              (1)
                              
                              $
                              75.00
                              
                              July
      201174
                              (1)
                              
                              $
                              4,077.00
                              
                              March
      20126,510,092
                              (2)
                              
                              $
                              0.01
                              
                              December
      31,
2014





(1)
            Warrants
      are exercisable for Class A Common
Stock


(2)
            Warrants
      are exercisable for Class B Common Stock.  The Warrants were
      exercised in full on April 2, 2010 (See Note
  13).





Warrants
for 7,330 shares of Class A Common Stock were exercised on March 11, 2010,
resulting in $259 proceeds to the Company.





On April
15, 2010, the Company issued warrants for the purchase of up to 1,200,000 shares
of the Company's Class A Common Stock at an exercise price of $0.001 per share
(See Note 13).




Common
Stock:




At the
annual meeting of the shareholders held on March 31, 2010, the Company's
shareholders voted to amend the Company’s Articles of Incorporation to
effect a reverse stock split (“Reverse Stock Split”) of the Company's common
stock. Pursuant to the Reverse Stock Split, each ten shares of Common Stock
issued and outstanding immediately prior to the Reverse Stock Split were
combined and reclassified as one share of fully paid and nonassessable common
stock.


11





At the
same annual meeting of the shareholders on March 31, 2010, the Company's
shareholders also voted to amend the Company’s Articles of Incorpration to
create two classes of common stock, Class A Common Stock and Class B Common
Stock.  The Articles authorize 75 million shares of common stock, of
which 65 million shares are designated as Class A Common Stock and 10 million
shares are designated as Class B Common Stock.  Holders of Class A
Common Stock are entitled to one vote per share, and holders of Class B Common
Stock are entitled to ten votes per share, on any matter submitted to the
shareholders.  Effective immediately after the Reverse Stock Split,
each share of common stock outstanding was automatically converted into one
share of Class A Common Stock.





The
condensed consolidated financial statements and notes thereto have been
retroactively restated to reflect the Reverse Stock Split and such conversion
for all periods presented.




6.  Revenue




Fees
Revenue




The
Company  recognizes revenue in conjunction with a servicing agreement
with CarePayment, LLC.  CarePayment, LLC pays the Company a servicing
fee equal to 5% annually of total funded receivables being serviced, an
origination fee equal to 6% of the original balance of newly generated funded
receivables, and a “back end fee” based on 25% of CarePayment, LLC’s quarterly
net income, adjusted for certain items.  The Company recognized
revenue related to this servicing agreement of $1,304,717 for the three months
ended March 31, 2010.




7.  Other
Income (Expense)




Loss
Reimbursement




The
Company’s servicing agreement with CarePayment, LLC provides for CarePayment,
LLC to pay additional compensation equal to the Company’s actual monthly losses
for the first quarter of 2010 and an amount equal to 50% of actual monthly
losses for the second quarter of 2010.  This additional compensation
is intended to reimburse the Company for transition costs that are not
specifically identifiable.  For the three months ended March 31,
2010, the Company recorded this loss reimbursement of $873,371 as other
income.




Interest
Expense




Interest
expense of $164,049 for the three months ended March 31, 2010 includes
$91,346 of accretion of the discount on the mandatorily redeemable preferred
stock (See Note 4).  Interest expense of $77,770 for the three months
ended March 31, 2009 includes $32,940 of amortization of debt
discount.




8.  Earnings
(Loss) per Common Share





The
shares used in the computation of the Company’s basic and diluted loss per
common share are reconciled as follows:




Three Months Ended
                    March 312010
                  
                  
                  2009Weighted
      average basic common shares outstanding
                  
                  
                  1,384,915
                  
                  
                  
                  197,379Dilutive
      effect of convertible preferred stock
                  
                  
                  (1
                  )
                  
                  
                  (2
                  )Dilutive
      effect of warrants
                  
                  
                  (1
                  )
                  
                  
                  (2
                  )Dilutive
      effect of employee stock options
                  
                  
                  (1
                  )
                  
                  
                  —Weighted
      average diluted common shares outstanding
                  
                  
                  1,384,915
                  
                  
                  
                  197,379





(1)
              Common
      stock equivalents outstanding for the three months ended March 31,
      2010 excluded in the computation of diluted EPS because their effect would
      be anti-dilutive as a result of applying the treasury stock method
      are:  warrants to purchase 6,510,092 shares of Class B Common
      Stock, warrants to purchase 4,417 shares of Class A Common Stock, 1
      million shares of Series D Preferred Stock convertible to purchase
      1,000,000 shares of Class A Common Stock, and stock options to purchase
      787,030 shares of Class A Common
Stock.


(2)
              Common
      stock equivalents outstanding for the three months ended March 31,
      2009 excluded in the computation of diluted EPS because their effect would
      be anti-dilutive as a result of applying the treasury stock method
      are:  warrants to purchase 1,072,414 shares of Class A Common
      Stock and Series C Preferred Stock convertible to purchase 18,605 shares
      of Class A Common Stock.


12




9.  Employee
Benefit Plans




Stock
Incentive Plan




In
February 2010, the Company adopted the 2010 Stock Option Plan (the "Plan")
pursuant to which the Company may grant restricted stock and stock options for
the benefit of selected employees and directors. The Plan authorized grants of
878,338 shares of Class A Common Stock. Grants are issued at prices equal to the
estimated fair market value of the stock as defined in the Plan on the date of
the grant, vest over various terms (generally three years), and expire ten years
from the date of the grant.  The Plan allows vesting based upon
performance criteria; all current grants outstanding are time-based vesting
instruments.  Certain option and share awards provide for accelerated
vesting if there is a change in control of the Company (as defined in the
Plan).  The fair value of share based options granted is calculated
using the Black-Scholes option pricing model. A total of 91,308 shares of Class
A Common Stock remained reserved for issuance under the Plan at March 31,
2010.





The
Company accounts for stock-based compensation by estimating the fair value of
options granted using a Black-Scholes option valuation model.  The
Company recognizes the expense for grants of stock options on a straight-line
basis in the statement of operations as operating expense based on their fair
value over the requisite service period.





For stock
options issued in February 2010, the following assumptions were
used:





Expected
      life (in years)
                    
                    
                    5.5Expected
      volatility
                    
                    
                    40.90
                    %Risk-free
      interest rate
                    
                    
                    2.58
                    %Expected
      dividend
                    
                    
                    —Weighted
      average fair value per share
                    
                    $
                    0.061





Expected
volatilities are based on historic volatilities from traded shares of a selected
publicly traded peer group. Historic volatility has been calculated using the
previous two years’ daily share closing price of the index companies. The
Company has no historical data to estimate forfeitures. The expected term of
options granted is the safe harbor period approved by the Securities and
Exchange Commission using the vesting period and the contract life as factors.
The risk-free rate for periods matching the contractual life of the option is
based on the U.S. Treasury yield curve in effect at the time of
grant.





A summary
of option activity under the Plan as of March 31, 2010 and changes during the
three months ended is presented below:





Number of
                          Shares
                        
                        
                        Weighted
                          Average
                          Exercise
                          Price
                        
                        
                        Weighted
                          Average
                          Remaining
                          Contractual
                          Life (years)
                        
                        
                        Aggregate
                          Intrinsic
                          ValueOptions
      outstanding at December31,
    2009
                        
                        
                        —Granted
                        
                        
                        787,030
                        
                        
                        $
                        0.20Cancelled
                        
                        
                        —Exercised
                        
                        
                        —Options
      outstanding at March 31,
      2010
                        
                        
                        787,030
                        
                        
                        $
                        0.20
                        
                        
                        
                        9.9
                        
                        
                        $
                        2,991Options
      exercisable at March 31,
      2010
                        
                        
                        262,343
                        
                        
                        $
                        0.20
                        
                        
                        
                        9.9
                        
                        
                        $
                        997





The
Company recorded compensation expense for the estimated fair value of options
issued of $18,429 for the three months ended March 31, 2010.  As
of March 31, 2010, the Company had $29,580 of unrecognized compensation
cost related to unvested share-based compensation arrangements granted under the
Plan. The unamortized cost is expected to be recognized over a weighted-average
period of 1.9 years.


13


401(k)
Savings Plan




Employees
of the Company are eligible to participate in a 401(k) Savings
Plan.  The Company matches 100% of the first 3% of eligible
compensation and 50% of the next 2% of eligible compensation that employees
contribute to the plan; the Company’s matching contributions vest
immediately.  The Company recorded expense of $11,051 for the three
months ended March 31, 2010.




10. Commitments
and Contingencies




Operating
Leases:




The
Company and its subsidiaries lease office space and personal property used in
their operations from Aequitas, an affiliate of the Company.  At
March 31, 2010, the Company's aggregate future minimum payments for
operating leases with the affiliate having initial or non-cancelable lease terms
greater than one year are payable as follows:





Year
                        
                        RequiredMinimum
                          Payment2010
                        
                        $
                        168,0002011
                        
                        $
                        229,0002012
                        
                        $
                        233,0002013
                        
                        $
                        238,0002014
                        
                        $
                        202,000




For the
three months ended March 31, 2010 and 2009, the Company incurred rent expense of
$56,058 and $15,000, respectively.




Off-Balance
Sheet Arrangements:




The
Company does not have any off-balance sheet arrangements.




Litigation:




From time
to time the Company may become involved in ordinary, routine or regulatory legal
proceedings incidental to the Company’s business.  The Company is not
engaged in any legal proceedings nor is the Company aware of any pending or
threatened legal proceedings that, singly or in the aggregate, could have a
material adverse effect on the Company.




11.  Fair
Value Measures




Fair
Value:




Fair
value is defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. It establishes a fair
value hierarchy that distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable
inputs) and (2) an entity's own assumptions about market participant assumptions
developed based on the best information available in the circumstances
(unobservable inputs). The fair value hierarchy consists of three broad levels,
which gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). The three levels of the fair value hierarchy are
described below:


Level
      1 –
              Unadjusted
      quoted prices in active markets that are accessible at the measurement
      date for identical assets or
liabilities.
 Level
      2 –
              Observable
      inputs other than Level 1 prices such as quoted prices for similar assets
      or liabilities; quoted prices in markets that are not active; or other
      inputs that are observable or can be corroborated by observable market
      data for substantially the full term of the assets or
      liabilities.
 Level
      3 –
              Valuations
      derived from valuation techniques in which one or more significant inputs
      or significant value drivers are
unobservable.




Fair
Value of Financial Instruments:




The
carrying value of the Company's cash and cash equivalents, related party
receivable, accounts payable and other accrued liabilities approximate their
fair values due to the relatively short maturities of those
instruments.


14





The fair
value of the Company’s mandatorily redeemable Series D Preferred issued on
December 30, 2009 (Note 4), was determined using a discounted cash flow on
December 31, 2009; the assumptions used in the fair value calculation at
December 31, 2009 would be the same at March 31, 2010.  The difference
between the fair value at issue date and the redemption value is being
accreted into expense over the period to redemption in January 2013 using the
level yield method.  The carrying value of the Series D Preferred at
March 31, 2010 is $8,896,486, which approximates fair value.





The fair
value of the notes payable was calculated using our estimated borrowing rate for
similar types of borrowing arrangements for the periods ended March 31,
2010 and December 31, 2009.  The Company’s estimated borrowing
rate has not changed; therefore, the carrying amounts reflected in the unaudited
condensed consolidated balance sheets for notes payable approximate fair
value.




12.  Related-Party
Transactions





Effective
January 1, 2010, Aequitas began providing CP Technologies certain
management support services such as accounting, financial, human resources and
information technology services, under the terms of the Administrative Services
Agreement dated December 31, 2009.  The total fee for the
services is approximately $65,100 per month.  The fees will increase
by 3% on January 1 of each year, beginning January 1,
2011.  Either party may change the services (including terminating a
particular service) upon 180 days prior written notice to the other party, and
the Administrative Services Agreement is terminable by either party on 180 days
notice.  The Company paid fees under the Administrative Services
Agreement to Aequitas of $195,300 for the three months ended March 31,
2010, which are included in sales, general and administrative
expense.





Under the
terms of the Sublease dated December 31, 2009 between CP Technologies and
Aequitas, CP Technologies leases certain office space and personal property from
Aequitas pursuant to the Sublease.  The rent for the real property is
$12,424 per month, and will increase by 3% each year beginning January 1,
2011.  The rent for the personal property is $6,262 per month, and CP
Technologies also pays all personal property taxes related to the personal
property it uses under the Sublease.  The Company paid fees under the
Sublease to Aequitas of $56,058 for the three months ended March 31, 2010,
which are included in sales, general and administrative expense.





Effective
on December 31, 2009, the Company and Aequitas entered into an amended and
restated Advisory Agreement (“Advisory Agreement”).  Under the terms
of the Advisory Agreement, Aequitas provides services to the Company relating to
strategy development, strategic planning, marketing, corporate development and
such other advisory services as the Company reasonably requests from time to
time.  The Company pays Aequitas a monthly fee of $15,000 for such
services.  In addition, Aequitas will receive a success fee in the
event of certain transactions entered into by the Company.  The
Company paid fees under the Advisory Agreement to Aequitas of $45,000 for the
three months ended March 31, 2010, which are included in sales, general and
administrative expense.





Effective
December 31, 2009, a Royalty Agreement was entered into between CP
Technologies and Aequitas, whereby CP Technologies pays Aequitas a royalty based
on new products (the "Products") developed by CP Technologies or its affiliates
or co-developed by CP Technologies or its affiliates, and Aequitas or its
affiliates and that are based on or use the Software.  The royalty is
calculated as either (i) 1.0% of the net revenue received by CP Technologies or
its affiliates and generated by the Products that utilize funding provided by
Aequitas or its affiliates, or (ii) 7.0% of the face amount, or such other
percentage as the parties may agree, of receivables serviced by CP Technologies
or its affiliates that do not utilize such funding.  No fees were paid
under the Royalty Agreement to Aequitas for the three months ended
March 31, 2010.





Beginning
January 1, 2010, the Company recognized revenue in conjunction with a
servicing agreement with CarePayment, LLC.  CarePayment, LLC pays the
Company a servicing fee based on the total funded receivables being serviced, an
origination fee on newly generated funded receivables, and a “back end fee”
based on  CarePayment, LLC’s quarterly net income, adjusted for
certain items.  The Company received fee revenue under this agreement
of $1,304,717 for the three months ended March 31, 2010.


15





CarePayment,
LLC also paid the Company additional compensation equal to the Company’s actual
monthly losses for the first quarter of 2010.  The Company received
$873,371 under this agreement for the first three months ended March 31,
2010 (See Note 7).





The
Company issued a note payable to MH Financial as described in Notes 1 and
3.  The Company recorded interest expense on the note payable to MH
Financial of $61,811 and $38,145 for the three months ended March 31, 2010 and
2009, respectively. The Company also recorded interest expense on the note
payable to Aequitas of $10,696 and $6,592 for the three months ended March 31,
2010 and 2009, respectively.  The Company paid $196 of interest
expense to ACF, an affiliate of Aequitas, for the three months ended March 31,
2010.





As of
March 31, 2010, the Company had a receivable of $557,666, due from CarePayment,
LLC.  The Company had accrued interest payable to MH Financial of
$344,523 and $282,711 as of March 31, 2010 and December 31, 2009,
respectively.  Additionally, the Company had accrued interest payable
to Aequitas of $52,066 and $41,371 as of March 31, 2010 and December 31,
2009.




13.  Subsequent
Events





On April
15, 2010, the Company sold 200,000 shares of Series D Preferred to Aequitas
CarePayment Founders Fund, LLC (“Founders Fund”) for a purchase price of $10.00
per share.  The Company received a promissory note from Founders Fund
for $2,000,000 which bears interest at 5% per annum and is due April 15,
2011.  In connection with the sale of the Series D Preferred,
effective April 15, 2010, and for no additional consideration, the Company
issued a warrant to Founders Fund to purchase up to 1,200,000 shares of the
Company's Class A Common Stock at an exercise price of $0.001 per
share.  The warrant expires on April 15, 2015.





In
connection with the formation of CP Technologies, the Company contributed to CP
Technologies 1,000,000 shares of its Series D Preferred, and warrants to
purchase 65,100,917 shares of Class B Common Stock of the Company at an exercise
price of $0.001 per share in exchange for Units representing a 50% ownership
interest in CP Technologies (See Notes 1 and 4).  On December 31,
2009, CP Technologies redeemed from Aequitas and CarePayment, LLC all but one
half Unit each of their CP Technologies ownership Units in exchange for all of
the Company’s Series D Preferred and the Warrants that were held by CP
Technologies, resulting in the Company owning 99% of CP
Technologies.  On March 31, 2010 the Company's shareholders approved a
1-for-10 reverse stock split of the Company's Common Stock, with the result that
the Warrants became exercisable for 6,510,092 shares of Class B Common Stock at
an exercise price of $0.01 per share.  The Warrants were exercised in
full on April 2, 2010 by Aequitas Holdings, LLC, an affiliate of and as the
assignee of CarePayment, LLC resulting in $65,101 proceeds to the
Company.


16





ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





The
following discussion provides information that management believes is relevant
to an assessment and understanding of the Company's operations and financial
condition.  This discussion should be read in conjunction with the
unaudited condensed consolidated financial statements and accompanying
notes.




Forward-Looking
Statements




This
Quarterly Report on Form 10-Q contains forward-looking statements. Such
statements reflect management's current view and estimates of future economic
and market circumstances, industry conditions, company performance and financial
results. Words such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates" and variations of such words and similar expressions are
intended to identify such forward-looking statements.  These
statements are subject to risks and uncertainties that could cause our future
results to differ materially from the results discussed
herein.  Factors that might cause such a difference include, but are
not limited to, those discussed elsewhere in this Quarterly Report on Form
10-Q.  We do not intend, and undertake no obligation, to update any
such forward-looking statements to reflect events or circumstances that occur
after the date of this filing.




Overview




CarePayment
Technologies, Inc. (formerly microHelix, Inc.) (“we,” “us,” “our,” “CarePayment”
or the “Company”) was incorporated as an Oregon corporation in
1991.  From inception until September 28, 2007, we manufactured custom
cable assemblies and mechanical assemblies for the medical and commercial
original equipment manufacturer (OEM) markets.  We were experiencing
considerable competition by late 2006 as our customers aggressively outsourced
competing products from offshore suppliers.  In the first quarter of
2007, a customer that accounted for over 30% of our revenues experienced a
recall of one of its major products by the U.S. Food and Drug
Administration.  As a result the customer cancelled its orders with
us, leaving us with large amounts of inventory on hand and significantly reduced
revenue.





On May
31, 2007 we informed our three secured creditors, BFI Business Finance, VenCore
Solution, LLC and MH Financial Associates, LLC ("MH Financial"), that we were
unable to continue business operations due to continuing operating losses and a
lack of working capital.  At that time we voluntarily surrendered our
assets to these secured creditors, following which we and our wholly owned
subsidiary, Moore Electronics, Inc. ("Moore"), operated for the benefit of the
secured creditors until September 2007, when we ceased manufacturing operations
and became a shell company.  MH Financial was, at that time, and
currently is, an affiliate of ours due to its ownership of shares of our capital
stock.





Following
September 2007 and continuing until December 31, 2009, we had no
operations.  Our Board of Directors, however, determined to maintain
us as a shell company to seek opportunities to acquire a business or assets
sufficient to operate a business.  To help facilitate our search for
suitable business acquisition opportunities, among other goals, on June 27, 2008
we entered into an advisory services agreement with Aequitas Capital Management,
Inc. (“Aequitas”) to provide us with strategy development, strategic planning,
marketing, corporate development and other advisory services.  In
exchange for the services to be provided by Aequitas under that agreement, we
issued to Aequitas warrants to purchase 106,667 shares of our Class A Common
Stock at an exercise price of $0.01 per share.





Effective
at the end of December 2009, we acquired certain assets and rights that enabled
us to begin building a business that services accounts receivable for other
parties.  The assets and rights we acquired had been previously
developed by Aequitas and its affiliate, CarePayment, LLC, under the
CarePayment® brand for servicing accounts receivable generated by hospitals in
connection with providing health care services to their patients.  The
assets and rights we acquired included the exclusive right to administer,
service and collect patient accounts receivables generated by hospitals and
purchased by CarePayment, LLC or its affiliates, and a proprietary software
product that is used to manage the servicing.  Typically CarePayment,
LLC or one of its affiliates purchase patient accounts receivable from hospitals
and then we administer, service and collect them on behalf of CarePayment, LLC
for a fee.  Although we intend to grow our business to include
servicing of accounts receivable on behalf of other parties, currently
CarePayment, LLC is our only customer.


17





To
facilitate building the business, on December 30, 2009, we, Aequitas and
CarePayment, LLC formed an Oregon limited liability company, CP Technologies LLC
("CP Technologies") (formerly WS Technologies LLC).  We contributed
shares of our newly authorized Series D Convertible Preferred Stock ("Series D
Preferred") and warrants to purchase shares of our Class B Common Stock to CP
Technologies.  Aequitas and CarePayment, LLC contributed to CP
Technologies the CarePayment® assets and rights described in the foregoing
paragraph.  CP Technologies then distributed the shares of Series D
Preferred to Aequitas and CarePayment, LLC, and the warrants to purchase shares
of Class B Common to CarePayment, LLC, to redeem all but half of one membership
unit (a "Unit") held by each of them.  Following these transactions,
we own 99% of CP Technologies, and Aequitas and CarePayment, LLC each own 0.5%
of CP Technologies as of December 31, 2009.





Aequitas
and CarePayment, LLC are affiliates due to their common control by Aequitas
Holdings, LLC (“Holdings”).  Aequitas is a wholly owned subsidiary of
Holdings.  CarePayment, LLC is a wholly owned subsidiary of Aequitas
Commercial Finance, LLC (“ACF”), which itself is a wholly owned subsidiary of
Holdings.  On December 30, 2009, prior to the contribution of assets,
Holdings and its affiliates owned 13.1% of the Company’s common stock and
controlled 46.3% of the Company on a fully diluted basis.





Following
the transactions described above, our current corporate structure and
relationships with certain affiliates are depicted in the following
diagram:










•
            Aequitas
      controls approximately 46% of the issued and outstanding shares of the
      Company’s Class A Common Stock on a fully diluted
  basis.


18





The
Receivables Servicing Business





On
January 1, 2010 and as a result of the transactions described above, CP
Technologies began building a business to service hospital patient receivables
for an affiliate of the Company, CarePayment, LLC.





Generally,
a majority of a hospital's accounts receivable are paid by medical insurance,
Medicare and Medicaid.  The balance of accounts receivable due
directly from the patient is not always a priority for many hospitals, due
primarily to the effort and expense required to collect those balances from
individuals.CarePayment, LLC, acting
alone or through its affiliates, purchases patient receivables from
hospitals.  CP Technologies administers, services and collects the
receivables; CarePayment, LLC maintains ownership of the
receivables.





A patient
whose health care receivable is acquired by CarePayment, LLC becomes a
CarePayment® finance card customer and is issued a CarePayment® card, which has
an initial outstanding balance equal to the receivable purchased by CarePayment,
LLC.  Balances due on the CarePayment® card are generally payable over
25 months with no interest.  From the customer's point of view, the
CarePayment® card functions much like a credit card even though CP Technologies
advances no credit to the customer.  In addition to servicing the
receivables, CP Technologies also analyzes potential receivable acquisitions for
CarePayment, LLC and recommends a course of action when it determines that
collection efforts for existing receivables are no longer
effective.





In
exchange for its services, CP Technologies receives origination fees at the time
CarePayment, LLC purchases and delivers receivables to CP Technologies for
servicing, a monthly servicing fee based on the total principal amount of
receivables being serviced, and a quarterly fee based upon a percentage of
CarePayment, LLC's quarterly net income.  CP Technologies' servicing
agreement with CarePayment, LLC includes additional compensation during the
first six months of 2010 to cover the Company’s start up costs as it builds a
receivables servicing business.  This compensation is equal to the
Company's actual monthly losses for the first quarter of 2010 and an amount
equal to 50% of actual monthly losses for the second quarter of
2010.  The Company received $873,371 of such compensation from
CarePayment, LLC in the three months ended March 31, 2010.





CP
Technologies contracts with various vendors to service the CarePayment® finance
card product, send customer statements, accept payments, and transmit all
transaction history back to CP Technologies.  Since CP Technologies is
responsible for the CarePayment® finance card's compliance with various laws and
regulations relating to consumer credit, these vendors are selected for their
specific expertise in such areas.





Other





Currently,
shares of our Class A Common Stock trade on the Pink Sheets under the symbol
CPYT.PK.





As of
August 2010, no class of our securities is registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and we are not subject to
the information requirements of the Exchange Act.  For additional
information, see the Explanatory Notes in our amendment to our Annual Report on
Form 10-K/A for the fiscal year ended December 31, 2009.  On April 30,
2010, we filed a Form 10 with the Securities and Exchange Commission (the "SEC")
to register our Class A Common Stock under Section 12(g) of the Exchange
Act.  We voluntarily withdrew the Form 10 on June 16, 2010 while we respond
to comments to the Form 10 that we received from the staff of the SEC.  We
intend to re-file the Form 10, but cannot predict when we will do so or, once
re-filed, when the registration will be declared effective.




Critical
Accounting Policies and Estimates




The
discussion and analysis of the Company’s financial condition and results of
operations is based upon the Company's consolidated financial statements which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. The Company based the estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which formed the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources.


19





The
Company believes the critical accounting policy and related judgments and
estimates identified in Note 2 to the Condensed Consolidated Financial
Statements (Unaudited) contained in this Report affect the preparation of the
Company's consolidated financial statements.




RESULTS
OF OPERATIONS





The
following discussion should be read in the context of the above overview and the
notes to the Condensed Consolidated Financial Statements (Unaudited) contained
in this Report.




THREE
MONTHS ENDED MARCH 31, 2010 AND 2009




Revenues:




The
Company had no revenue in 2009.  As of January 1, 2010, the
Company began recognizing revenue in conjunction with a servicing agreement with
its affiliate, CarePayment, LLC.  CarePayment, LLC pays the Company a
servicing fee equal to 5%  annually of total funded receivables being
serviced, an origination fee equal to 6% of the original balance of newly
generated funded receivables, and a “back end fee” based on 25% of CarePayment,
LLC’s quarterly net income, adjusted for certain items.  The Company
recorded fee revenues of $1,304,717 in the first three months of operations,
which were comprised of $408,448 of servicing fees, $896,269 of origination fees
and no “back end fees.”




Cost
of Revenues:




Cost of
revenue is comprised primarily of compensation and benefit costs for servicing
employees, costs associated with outsourcing billing, collection and
payment processing servicing, and the amortization of the servicing rights and
servicing software.  For the three months ended March 31, 2010,
compensation expense was $303,784, outsourced processing and collections
services were $679,530, and amortization expense was
$137,167.  Outsourced services from four primary vendors include
hosting and maintenance of cardholder accounts including all customer
transaction processing, collection and mailing services, card processing and
customer service administration,




Operating
Expenses:




Operating
expenses for the three months ended March 31, 2010 were $890,224 as compared to
$131,901 for the same period in 2009.  The sales, general and
administrative expenses for the three months ended March 31, 2010 related to the
servicing operations which began on January 1, 2010, while the expense for the
same period in 2009 related to managing a shell company and preparing filings of
reports with the SEC.





Operating
expenses for the three months ended March 31, 2010 were comprised of the
following:  sales and marketing expense of approximately $291,000;
legal, consulting and other professional fees of approximately $179,000;
executive compensation of approximately $106,000; related party agreements with
Aequitas for office and equipment lease expense of $56,000, accounting services
of $195,000 and advisory services of $45,000; and general office expense of
approximately $18,000.




Other
Income (Expense):




Loss
reimbursement –The Company’s servicing agreement with CarePayment, LLC
provides for CarePayment, LLC to pay additional compensation equal to the
Company’s actual monthly losses for the first quarter of 2010 and an amount
equal to 50% of actual monthly losses for the second quarter of
2010.  This additional compensation is intended to reimburse the
Company for transition costs that are not specifically
identifiable.  For the three months ended March 31, 2010, the
Company recorded a loss reimbursement of $873,371 as other income.





Interest expense
–Interest expense of $164,049 for the three months ended March 31, 2010
includes $91,346 of the accreted discount on the Series D
Preferred.  See Note 4 to the Condensed Consolidated Financial
Statements (Unaudited) contained in this Report.  Interest expense of
$77,770 for the three months ended March 31, 2009 includes $32,940 of warrant
discount expense.


20


Net
Income:




Net
income for the three months ended March 31, 2010 was $0 as the result of the
loss reimbursement agreement whereby CarePayment, LLC reimbursed the Company for
its losses of $873,371 for the first quarter of 2010.  The loss
reimbursement, which is compensation for additional responsibilities under the
agreement for the Company to transition the servicing operations for the
existing outstanding accounts from the previous servicing company, is recorded
as other income.




LIQUIDITY
AND CAPITAL RESOURCES





Asof March 31, 2010,
the Company had $23,264 of cash.  Cash provided by operating
activities during the three-month period ended March 31, 2010 was $257,408
compared to cash used in operating activities of $162,320 in the same period a
year ago. Cash provided from operating activities during the first three months
of 2010 included net income of $0 adjusted for amortization of $137,167,
interest expense related to the accretion of the discount on the mandatorily
redeemable Series D Preferred Stock of $91,346, $18,429 of stock-based
compensation expense, and $10,466 related to the net change in assets and
liabilities.





For the
three months ended March 31, 2010, the Company used $303,241 for financing
activities as compared to $100,000 of cash provided by financing activities
during the first three months of 2009.  The primary use of cash for
financing activities for the three month period ending March 31, 2010 was
$303,500 for repayment on notes payable.





On March
31, 2010, the Company’s shareholders authorized the Company to effect a 1-for-10
reverse stock split of its Common Stock and subsequent conversion of each share
of Common Stock into one share of Class A Common Stock.  The
consolidated financial statements, notes, and other references to share and per
share data contained in this Report have been retroactively restated to reflect
such reverse stock split and conversion for all periods presented.




Off-Balance
Sheet Arrangements




The
Company does not have any off-balance sheet arrangements.




ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




Not
applicable





ITEM
4.  CONTROLS AND PROCEDURES





Attached
as exhibits to this Quarterly Report on Form 10-Q are certifications (the
"Certifications") of the Company's principal executive officer and principal
financial officer, which are required pursuant to Rule 13a-14 of the Exchange
Act.  This Item 4 includes information concerning the controls and
controls evaluation referenced in the Certifications.  This Item 4
should be read in conjunction with the Certifications for a more complete
understanding of the matters presented.





The
Company’s Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15
under the Securities Exchange Act of 1934 as of March 31,
2010.





Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that the Company’s disclosure controls and procedures are not designed
at a reasonable assurance level nor are they effective to give reasonable
assurance that the information the Company must disclose in reports filed with
the Securities and Exchange Commission are properly recorded, processed,
summarized, and reported as required, and that such information is not
accumulated and communicated to our management, including the Company’s Chief
Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.





The
Company restarted operations on January 1, 2010 and has not had sufficient time
or financial resources to design and implement adequate disclosure controls and
procedures.  The Company is in the process of doing so, and
anticipates that it will complete these activities during 2010.





There
were no changes to the Company’s internal controls during the three months ended
March 31, 2010.





21




PART
II.  OTHER INFORMATION





ITEM
1.  LEGAL PROCEEDINGS





From time
to time the Company may become involved in ordinary, routine, or regulatory
legal proceedings incidental to the Company’s business.  As of the
date of this Report, the Company is not engaged in any legal proceedings nor is
the Company aware of any pending or threatened legal proceedings that, singly or
in the aggregate, could have a material adverse effect on the
Company.





ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





On March
11, 2010, warrants were exercised for the purchase of 7,330 shares of Class A
Common Stock, resulting in net proceeds for the Company of $259.





ITEM
6.  EXHIBITS





(a) Exhibits:


3.1(1)
                  
                  Second
      Amended and Restated Articles of Incorporation of CarePayment
      Technologies, Inc3.2(2)
                  
                  Amended
      and Restated Bylaws of CarePayment Technologies, Inc.31.1(2)
                  
                  Certification
      of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2(2)
                  
                  Certification
      of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1(2)
                  
                  Certification
      of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      200232.2(2)
                  
                  Certification
      of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002





(1)
Incorporated by reference to the Company's Form 8-K filed on April 6,
2010.





(2) Filed
herewith.





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, thereunto
duly authorized.





CAREPAYMENT
      TECHNOLOGIES, INC.Dated:  December
      22, 2010
                (Registrant)/s/ PATRICIA J. BROWNPatricia
      J. BrownChief
      Financial Officer




22