CarePay Inc. (SOFE)

[Thirsty Tiger]

Amendement to fix some errors in the 2007 annual report. Hardly worth any excitement. Still waiting.............

STATEMENT REGARDING THIS FILING

This filing amends our annual report on Form 10-KSB/A for the year ended December 31, 2007, previously filed on April 22, 2008. Specifically, Note 19 to our financial statements has been amended to reflect the restatement of all previously issued quarterly reports from March 31, 2006 to September 30, 2007.

In our original filing, we amended our annual report on Form 10-KSB/A for the year ended December 31, 2006 as previously filed on April 30, 2007. We identified certain accounting errors related to the consolidation of our majority interest in Intercontinental Fuels, LLC. We also identified certain accounting errors related to a convertible debenture which was determined to contain an embedded derivative. There were also adjustments to interest income and expense for certain notes that had not been accounted for. We have amended footnote 19 on this form 10KSB/A2 to disclose all changes to the quarterly filings for the periods ended March 31, June 30 and September 30, 2006 and for March 31, June 30 and September 30, 2007.

This amendment should also be read in conjunction with our previously filed annual report on Form 10-KSB for the years ended 2003, 2004, 2005 and 2006 and the quarterly reports on Form 10-QSB for the periods ended March 31, June 30 and September 30, 2006 and for March 31, June 30 and September 30, 2007.

Although they contain errors, we have not amended our quarterly reports during the years ended December 31, 2003 to December 31, 2005.