Carbiz 10Q/A 2010 Q2 Quarterly report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q /A

(Mark One)
[ x ]QUARTERLY REPORTUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2009

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________to _______________

Commission file Number: 000-52209

CARBIZ INC.
(Exact name of registrant as specified in its charter)

Ontario, Canada	Not Applicable
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

7115 16^th Street East, Suite 105
Sarasota, Florida 34243
(Address of principal executive offices)

(941) 952-9255
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 [ x ] No [ ]

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 (Section 229.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an 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. (Check one):

Large accelerated filer [ ]	Accelerated filer [ ]	Non-accelerated filer [ ]	Smaller reporting company [ x ]
		(Do not check if a smaller
		reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [ ] No [ x ]

As of September 10, 2009, 104,560,373 common shares of the Registrant were issued and outstanding.

CARBIZ INC.

FORM 10-Q /A

For the Quarterly Period Ended July 31, 2009

Explanatory Notes

Carbiz Inc. (hereinafter referred to as “us,” “we,” or the “Company”) is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report for the quarterly period ended July 31, 2009, which was originally filed with the Securities and Exchange Commission (“SEC”) on September 10, 2009 in response to certain comments raised by the staff of the SEC. As more fully discussed below, the purpose of this Amendment is to revise certain disclosures in our condensed consolidated financial statements and notes included in Part I, Item 1 Financial Statements and Part I, Item 2 Management’s Discussion and Analysis (“MDA”) to address the following matters:

Our critical accounting policies in MDA and the notes to our consolidated financial statements have been expanded to provide additional information related to our accounts and notes receivable, leasing activities and loan loss reserves.
Our consolidated statement of operations has been revised to include gains and losses on asset disposals and impairment charges as a component of operating expenses. We previously reflected these captions in other income and expense.
Footnotes to our consolidated financial statements related to notes payable, credit facilities and convertible debentures have been modified to include additional details of the terms and conditions underlying the debt agreements.
Footnotes to our consolidated financial statements related to financial instruments and fair value measurements have been modified to provide additional information about our fair value measurements.
Footnotes to our consolidated financial statements related to our acquisition of the Star Financial Portfolio have been modified to provide additional details of the underlying transaction and provide further elaboration related to our accounting for this transaction.

INDEX

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, certain information contained herein constitutes “forward-looking statements,” within Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify the forward-looking statements by our use of the words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “estimate,” “predict,” “potential,” “continue,” “believe,” “anticipate,” “intend,” “expect,” or the negative or other variations of these words, or other comparable words or phrases.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or achievements to be materially different from any of our future results or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to the following:

	(i)	whether we are successful in implementing our business strategy;

	(ii)	our ability to increase revenues in the future and to continue as a going concern;

	(iii)	our ability to obtain additional financing on terms favorable to us, if at all, if our operating revenues fail to increase;

	(iv)	our ability to attract and retain key personnel;

	(v)	the impact on the market price of our common shares of the concentration of common share ownership by our directors, officers and greater than 5% shareholders, which may delay, deter or prevent actions that would result in a change of control;

	(vi)	the significant fluctuation of the market price of our common shares;

	(vii)	costly difficulties we may face in the assimilation of the operations, technologies and products of companies that we may acquire in the future;

	(viii)	the adequacy of our insurance coverage to cover all losses or liabilities that may be incurred in our operations;

	(ix)	our dividend policy;

	(x)	the impact on our financial position, liquidity and results of operations if we underestimate the default risk of sub-prime borrowers;

	(xi)	general economic conditions;

	(xii)	general competition;

	(xiii)	our ability to comply with federal and state government regulations;

	(xiv)	potential infringement by us of third parties’ proprietary rights;

	(xv)	defects in our products;

	(xvi)	our compliance with privacy laws;

	(xvii)	our ability to obtain adequate remedies in the event that our intellectual property rights are violated;

	(xviii)	our ability to develop and market on a timely and cost-effective basis new products that meet changing market conditions, and

	(xix)	the risk factors identified in our most recent Annual Report on Form 10-K, including factors identified under the headings “Description of Business,” “Risk Factors” and “Management’s Discussion and Analysis or Plan of Operation.”

Although we believe that expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or other future events. Moreover, neither we nor anyone else assumes responsibility for the accuracy and completeness of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements. Unless otherwise indicated, all dollar amounts expressed herein are in U.S. dollars.

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

CARBIZ INC.
Condensed Consolidated Balance Sheets

		July 31, 2009			January 31, 2009
		(unaudited)
ASSETS
CURRENT
Cash and cash equivalents	$	818,625		$	674,624
Accounts receivable, net		281,782			85,649
Current portion of notes receivable, net		8,042,225			5,945,345
Current portion net investment in direct
financing and sales-type leases		6,481,824			-
Inventory		5,116,750			2,923,696
Prepaid and other assets		553,386			333,046
		21,294,592			9,962,360
NON-CURRENT
Notes receivable, less current portion		8,929,567			13,999,053
Net investment in direct financing and
sales-type leases, less current portion		4,997,213			-
Deferred financing costs and prepaid interest		4,019,712			625,197
Property plant and equipment, net		693,050			596,415
	$	39,934,134		$	25,183,025

LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$	3,841,360		$	4,527,041
Notes Payable
Line of credit		5,355,684			36,696,175
Inventory floor plan		5,830,135			4,596,590
Short Term		452,227			-
Other Debt		756,771			-
Related party		-			200,000
Current portion of capital lease obligation		-			2,620
Current portion of convertible debentures		96,935			255,113
Derivative liabilities		7,807,054			11,796,217
Deferred revenue		153,240			1,985
		24,293,406			58,075,741

NON-CURRENT
Line of credit, less current portion		15,833,763			-
Convertible debenture, less current portion		472,649			1,855,330

		40,599,818			59,931,071

COMMITMENTS AND CONTIGENCIES		-			-

STOCKHOLDERS' DEFICIENCY
COMMON SHARES		20,818,928			19,364,233
Unlimited shares authorized, 102,520,603 and 87,744,296 common shares
issued and outstanding at July 31, 2009 and January 31, 2009
ADDITIONAL PAID-IN CAPITAL		7,727,647			6,788,937
ACCUMULATED OTHER COMPREHENSIVE LOSS		(385,197	)		(385,197	)
ACCUMULATED DEFICIT		(28,827,062	)		(60,516,019	)
		(665,684	)		(34,748,046	)
	$	39,934,134		$	25,183,025

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

SALES
Used car sales	$	8,198,338		$	6,909,797		$	12,951,801		$	13,409,831
Used car sales from sales type leases		2,577,323						4,682,061
Consulting and collection services		139,612			412,942			325,012			988,259
Interest and lease income		1,904,107			1,461,209			3,375,883			3,309,130
		12,819,380			8,783,948			21,334,757			17,707,220
COST OF SALES (exclusive of depreciation
included in other operating expenses)
Used car costs		6,901,427			5,100,731			11,531,911			9,520,092
Consulting and collection services		386,850			274,951			624,145			655,283
		7,288,277			5,375,682			12,156,056			10,175,375
GROSS PROFIT		5,531,103			3,408,266			9,178,701			7,531,845

OPERATING EXPENSES
Personnel expenses		753,606			654,486			1,312,648			1,293,811
Selling expenses		134,883			202,928			291,874			396,245
Professional fees		253,798			178,305			551,992			662,607
Provision for credit losses		1,786,480			2,403,110			3,375,526			4,134,151
Gain on sale of software assets		-			(2,514,229	)					(2,514,229	)
Gain on extinguishment of debt		-			-			(33,199,287	)		-
Other operating expenses		1,196,488			1,086,190			2,444,103			2,264,411
		4,125,255			2,010,790			(25,223,144	)		6,236,996
OPERATING INCOME (LOSS)		1,405,848			1,397,476			34,401,845			1,294,849
INTEREST AND OTHER EXPENSES		(1,060,237	)		(1,877,114	)		(2,022,069	)		(3,783,535	)
GAIN (LOSS) ON DERIVATIVE FINANCIAL INSTR		4,709,781			2,010,476			(53,319	)		4,044,834
LOAN PORTFOLIO PURCHASE
TRANSACTION COSTS		(637,500	)		-			(637,500	)		-
NET INCOME FOR THE PERIOD	$	4,417,892		$	1,530,838		$	31,688,957		$	1,556,148
NET INCOME PER SHARE:
Basic	$	0.04		$	0.02		$	0.32		$	0.02
Diluted	$	-		$	0.02		$	0.16		$	0.02
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		102,520,603			65,809,853			100,454,161			65,520,687
Diluted		201,815,672			66,759,852			197,821,868			66,505,061

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

CARBIZ INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
		For the Six Months Ended
		July 31, 2009			July 31, 2008
NET INFLOW (OUTFLOW) OF CASH RELATED
TO THE FOLLOWING ACTIVITIES:
OPERATING ACTIVITIES
Net Income	$	31,688,957		$	1,556,148
Items not affecting cash:
Depreciation of property and equipment		77,280			79,678
(Gain) loss on derivative liabilities		53,319			(4,044,834	)
Gain on sale of software operations		-			(2,514,229	)
Gain on extinguishment of debt		(33,199,287	)		-
Amortization of deferred financing costs		189,784			340,973
Amortization of prepaid interest		129,411			-
Amortization of debt discount		636,161			1,051,383
Share-based compensation		195,525			187,290
Provision for credit losses		3,375,526			4,134,151
Net changes in operating assets and liabilities:
Accounts receivable		(196,132	)		25,116
Notes receivable		2,448,413			(2,979,897	)
Net investment in direct financing and sales-type leases		(12,328,236	)		-
Prepaids and other assets		(220,340	)		210,926
Inventory		(2,193,054	)		(1,992,088	)
Deferred costs		-			2,490
Accounts payable and accrued liabilities		(659,281	)		345,943
Deferred revenue		151,255			-
NET CASH FLOWS FROM OPERATING ACTIVITIES		(9,850,699	)		(3,596,950	)
INVESTING ACTIVITIES
Proceeds from sale of software operations		-			2,500,000
Acquisition of Star Financial assets		(7,921,997	)
Acquisition of property and equipment		(163,915	)		(153,493	)
NET CASH FLOWS FROM INVESTING ACTIVITIES		(8,085,912	)		2,346,507
FINANCING ACTIVITIES
Repayment of capital leases		(2,620	)		(4,108	)
Proceeds from line of credit, net		6,401,904			642,720
Payments on term loan financing		(5,646,589	)
Proceeds under term loan financing		16,428,637
Repayment of convertible debentures		-			(154,211	)
Repayment of related party debt		(200,000	)		-
Proceeds from exercise of warrants		1,099,280			-
NET CASH FLOWS FROM FINANCING ACTIVITIES		18,080,612			484,401
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS		-			(335	)
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS		144,001			(766,377	)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD		674,624			1,141,271
CASH AND CASH EQUIVALENTS,
END OF PERIOD	$	818,625		$	374,894

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

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

1.	BASIS OF PREPARATION AND SUMMARY OF ACCOUNTING POLICIES

	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results of operations for the periods presented have been included. Operating results for the six months ended July 31, 2009 and 2008 are not necessarily indicative of the results that may be expected for the fiscal year. The balance sheet at January 31, 2009 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

	You should read these condensed consolidated financial statements together with the historical consolidated financial statements of the Company for the years ended January 31, 2009, and 2008, included in our Annual Report on Form 10-K for the year ended January 31, 2009, filed with the Securities and Exchange Commission (“SEC”) on April 24, 2009 (the “Annual Report”).

	References to the Company or Carbiz include the Company’s consolidated subsidiaries. All dollar figures presented in the condensed consolidated financial statements are denominated in U.S. dollars unless otherwise indicated.

	Accounts, notes receivable and net investment in direct financing and sales-type leases

	Accounts receivable, notes receivable and net investment in direct financing and sales-type leases (referred to as “lease receivables”) consist of balances due from customers related to consulting and collections services and the sale or leasing of used automobiles. They are presented in the condensed consolidated balance sheet net of an allowance for credit losses. Accounts receivables typically have terms of net 30 days. Notes and lease receivables have remaining terms of 12 to 60 months requiring weekly, bi-weekly or monthly payments. For note receivables, interest is calculated weekly based on the outstanding balance. For lease receivables, the interest is imputed in the lease payments.

	Allowance for credit losses and concentration of credit risk

	The allowance reflects the Company’s best estimate of probable losses inherent in the accounts, notes and lease receivables. The Company determines the allowances based on known troubled accounts, historical experience of collections, write-offs and asset recoveries, credit quality of customers and other industry and Company economic considerations.

	The Company initiates steps to pursue collection of payments for notes or lease receivables upon the customer’s first missed payment. Initial steps may include contacting the customer via telephone, performing a field visit to the customer’s work or home, or activating the automobile’s onboard starter disrupt system. When the initial steps are not successful, the Company takes steps to repossess the automobile. While we have a successful history of recovering automobiles that secure delinquent loans through repossession, as is experienced widely in our industry, we generally are unable to recover a significant amount of value from the ultimate sale of the repossessed vehicle relative to the associated note receivable. This is typically due to the deteriorated condition of the repossessed automobile. During our year ending January 31, 2009, our recovery amount as a percent of our gross write-offs amounted to 12.5% (8.4% for the two year period ended January 31, 2009). We will continue to make attempts to improve recovery percentages; however, we currently anticipate that the recovery percentages that we will experience in the foreseeable future will be consistent with this amount.

	Once the automobile is in the Company’s possession, the vehicle is liquidated and the associated receivable account is charged off at the expiration of the applicable State’s statutory notice period for repossessed accounts, which is usually from 0 to 30 days long. In situations where the Company has been unable to

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

1.	BASIS OF PREPARATION AND SUMMARY OF ACCOUNTING POLICIES (continued)

	successfully repossess the automobile, the account is written off immediately. When a customer’s account becomes severely delinquent (usually 14 days for weekly pay accounts, 30 days for bi-weekly pay accounts and 60 days for monthly pay accounts), the Company suspends accrual of interest income. Notes and lease receivables for accounts held in repossession are fully reserved for in the allowance for credit losses.

	The Company maintains an allowance for credit losses on an aggregate basis for the notes and lease receivable portfolio. Management considers the allowance for credit losses to be sufficient to cover estimated losses in the collection of outstanding receivables. The allowance is based primarily upon historical credit loss experience with consideration given to recent credit loss trends, changes in loan characteristics (i.e., average amounts financed and terms of the notes), delinquency levels, collateral values, economic conditions, and underwriting and collection practices. The allowance for credit losses is periodically reviewed by management with any changes reflected in current operations. Although it is at least reasonably possible that events or circumstances could occur in the future that are not presently foreseen which could cause actual credit losses to be materially different from the recorded allowance, the Company believes that it has given appropriate consideration to all relevant factors and has made reasonable assumptions in determining the allowance.

	For accounts where the automobile was repossessed, the difference between the loan or lease balance and the fair value of the repossessed automobile (based on the average wholesale selling price at auction) is charged to the allowance for credit losses. Generally, repossessed automobiles are sold at auction. On average, accounts are approximately 60-90 days past due at the time of write-off. For previously written-off accounts that are subsequently recovered, the amount of such recovery is credited to the allowance for credit losses.

	The Company expenses all costs incurred in connection with the process of initiating, refinancing or restructuring notes or lease receivables to include all costs related to underwriting, securing collateral, closing transactions, processing loan documents, and determining credit worthiness.

	Inventory

	Inventory consists of used vehicles and is stated at the lower of cost or net realizable value. Cost is determined on a specific item basis.

	Net Income per share

	The Company accounts for income (loss) per share in accordance with SFAS No. 128, “Earnings per Share”(“SFAS No. 128”). Basic (loss) income per share represents our income (loss) divided by the weighted average number of shares of common shares outstanding during each period. It excludes the dilutive effects of potentially issuable common shares such as those related to our convertible debentures, warrants, and employee stock options. Diluted income (loss) per share is calculated by including potentially dilutive share issuances in the denominator. The Company computes the effects on diluted loss per share arising from warrants and options using the treasury stock method or, in the case of liability classified warrants, the reverse treasury stock method. The Company computes the effects on diluted loss per share arising from convertible securities, such as the convertible debentures, using the if-converted method. Adjustments to income (loss) for interest and derivative income (expense) are necessary to arrive at the numerator for diluted income (loss) per share. The effects, if anti-dilutive are excluded.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

1.	BASIS OF PREPARATION AND SUMMARY OF ACCOUNTING POLICIES (continued)

	The numerators and denominators for the calculation of net income (loss) per share are as follows:

		Three months ended						Six months ended
		July 31						July 31
		2009			2008			2009		2008
Net income (numerator for basic)	$	4,417,892		$	1,530,838		$	31,688,957	$	1,556,148
Basic denominator:
Weighted average shares outstanding		102,520,603			65,809,853			100,454,161		65,520,687
Net income per common share-basic	$	0.04		$	0.02		$	0.32	$	0.02

Diluted numerator:
Net income	$	4,417,892		$	1,530,838		$	31,688,957	$	1,556,148
Adjustments to net income		(4,191,458	)		(1,325,453	)		766,707		(3,452,007	)
Adjusted net income	$	226,434		$	205,385		$	32,455,664	$	(1,895,589	)

Diluted denominator:
Weighted average shares outstanding		102,520,603			65,809,853			100,454,161		65,520,687
Effect of diluted securities		99,295,069			36,212,394			97,367,707		38,811,568
Adjusted weighted average shares		201,815,672			102,022,247			197,821,868		104,332,255
Net income per common share-diluted	$	0.00		$	0.00		$	0.16	$	(0.02	)

The effects of 6,237,891 stock options, 1,397,488 common stock warrants, 2,040,000 non-vested shares from an incentive stock grant and 41,250,089 shares indexed to the derivative liabilities outstanding have been excluded from dilutive securities for the six months ended July 31, 2009, as their effect would be anti-dilutive. In addition, 8,438,041 options and 31,923,604 warrants have been excluded from dilutive securities for the six months ended July 31, 2008.

Fair value of financial assets and liabilities

The Company measures the fair value of financial assets and liabilities based on guidance of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

Effective February 1, 2008, the Company adopted the provisions of FAS 157 for financial assets and liabilities, as well as for any other assets and liabilities that are carried at fair value on a recurring basis. The adoption of the provisions of FAS 157 did not materially impact the Company’s consolidated financial position and results of operations.

FAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FAS 157 describes three levels of inputs that may be used to measure fair value as follows:

Level 1 - quoted prices in active markets for identical assets or liabilities;
Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable;
Level 3 - - inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

Fair values of warrants are generally determined using the Black-Scholes-Merton valuation technique. Significant assumptions are as follows: Market prices – we use our quoted market prices; Term – we use the remaining contractual term of the contract; Volatility – we use our historical trading volatility for periods consistent with the remaining term of the contract; Risk-Free Rate – we use currently published yields on zero-coupon U.S. Government Securities with maturities consistent with the remaining term of the contract.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

1.	BASIS OF PREPARATION AND SUMMARY OF ACCOUNTING POLICIES (continued)

	Fair values for the compound derivatives are determined using the Monte Carlo valuation technique, because that technique embodies all of the assumptions (including credit risk, interest-rate risk and exercise/conversion behaviors) that are necessary to fair value complex, compound derivative instruments. Significant assumptions are determined as follows: Trading market values—we use our published trading market values; Term—we use the remaining contractual terms of the debentures; Volatility—we use our historical trading volatility for periods consistent with the remaining terms; Interest Risk—we adjust the contractual coupon rates to give effect to both (i) the trend in the market indicator over a historical period consistent with the remaining term and (ii) the historical fluctuations in the Prime Lending rate over each period; Credit Risk—we use credit-risk adjusted bond yield curves from publicly available surveys in categories of credit risk (as published by Standard & Poors and Moodys) we consider similar to our credit risk, with is speculative to highly speculative; and Exercise/Conversion behavior—we establish assumptions (quantified as a percentage that the conversion price is in the money) regarding the likelihood that the investor will convert currently or hold to maturity.

	The following table summarizes the level of inputs used to measure certain financial instruments at fair value on a recurring basis as of July 31, 2009:

		Fair Value Measurements Using
		Level 1		Level 2		Level 3		Total

Derivative
liabilities at
July 31, 2009	$	--	$	--	$	7,807,054	$	7,807,054

The following represents a reconciliation of the changes in fair value of financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended July 31, 2009:

Beginning balance: Derivative financial instruments	$	11,796,217
Total (gains) losses		(53,319	)
Purchases, sales, issuances and settlements, net)
		(4,042,482	)
Ending balance	$	7,807,054

Revenue recognition

The Company’s revenue is primarily derived from the sale and leasing of used vehicles, and the sale of consulting and collections services to dealers in the automobile industry:

	(1)	Used automobile sales:

		The Company recognizes revenue on the sale of automobiles upon execution of the sales contract, the customer taking possession of the automobile, and financing having been approved. Customers are required to meet certain underwriting guidelines in order to obtain financing of the automobile through the Company.

	(2)	Used automobile leases:

		The Company recognizes revenue on the lease of automobiles upon execution of the lease contract, the customer taking possession of the automobile, and lease financing having been approved. Customers are required to meet certain underwriting guidelines in order to obtain lease financing of the automobile through the Company. The Company accounts for leases as a “sales-type lease”.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

1.	BASIS OF PREPARATION AND SUMMARY OF ACCOUNTING POLICIES (continued)

	(3)	Consulting and collections services

		The Company generates revenue from the sale of consulting and collections services. These fees include charges for training seminars, performance group seminars, consulting engagements and collection and skip tracing services to the automobile industry. Revenue is recognized when a signed contract has been executed, the services have been delivered, fees are fixed or determinable, collectability is reasonable assured and when all significant obligations have been fulfilled. Therefore, for services that extend over a period of time, revenue is recognized ratably over the term of the contract.

	(4)	Consulting products

		The Company also generates non-recurring revenue from the sale of various products to automotive dealerships. Revenue is recognized when a signed contract is executed, the product has been delivered, fees are fixed or determinable, collectability is probable and when all significant obligations have been fulfilled. Generally, this occurs at the time of shipment. The Company does not offer product warranties related to these sales.

Lease transactions

To qualify for financing under the new DSC financing agreement (see note 3), the Company converted a number of existing finance note receivables to lease receivables in February 2009. The Company considered these transactions to be “direct financing leases” and accounted for the leases including the minimum lease payments and the unguaranteed residual value as the gross investment in the lease. The difference between this gross investment and the cost or carrying amount was recorded as unearned income. The unearned income and initial direct costs are being amortized to income over the lease term so as to produce a constant periodic rate of return on the net investment in the lease. The difference between the original finance note receivable and the new lease total of payments was recorded as a period expense and charged to income (see note 3). The sales tax and title fees costs related to this conversion were also taken as a period expense.

Any new leases are considered “sales-type leases” and the minimum lease payments and the residual value of the underlying auto are considered in the fair value. The revenue recognition for sales-type leases involves recognizing both a profit element and a financing element at the time of the lease initiation.

Transfer of Financial Assets

From time to time, the Company has sold portions of its previously generated and recently acquired financed note receivable portfolio. All portfolio sales during this period have met the requirements for a sale and the Company did not retain the right to service or collect those loans.

During the six months ended July 31, 2009, the Company sold approximately $2.95 million of notes receivable for cash. The sale resulted in an immaterial gain.

Use of estimates

In preparing the Company’s consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that affect the reported amount of assets, liabilities, and the disclosure of contingent liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates are used when accounting for items and matters such as the allowance for credit losses, accrued liabilities, share-based payments, derivative liabilities and contingencies.

Deferred finance costs

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

1.	BASIS OF PREPARATION AND SUMMARY OF ACCOUNTING POLICIES (continued)

	respective financing arrangement. Approximate future amortization of deferred finance costs is as follows as of July 31, 2009:

Years ending July 31
2010	$	1,348,243
2011		730,298

	$	2,078,541

Prepaid interest

Prepaid interest included the initial interest recorded in conjunction with the issuance of the Wells Fargo Preferred Credit line of credit and is amortized over the term of the respective financing arrangement. Such amount was determined by comparing the cost of the acquired portfolio and other assets to the fair value of such assets acquired, and the difference was recognized as prepaid interest (see Note 8). Approximate future amortization of prepaid interest is as follows as of July 31, 2009:

Years ending July 31
2010	$	1,035,291
2011		905,880

	$	1,941,171

Subsequent events

Management has considered all subsequent events through the date of filing of the report with the SEC.

Effect of recent accounting pronouncements

In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP 107-1”). FSP 107-1 amends FASB Statement No. 107 to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual financial statements. FSP 107-1 also amends APB No. 28 to require those disclosures in summarized financial information at interim reporting periods. FSP 107-1 is effective for interim periods ending after June 15, 2009. Prior period presentation is not required for comparative purposes at initial adoption. Management is reviewing this pronouncement to determine its affect, if any, on the Company’s Consolidated Financial Statements.

In April 2009, the FASB issued FSP 115-2 and 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (“FSP 115-2 and 124-2”). FSP 115-2 and 124-2 amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. FSP 115-2 and 124-2 is effective for fiscal years and interim periods beginning after June 15, 2009. Management is reviewing this pronouncement to determine its affect, if any, on the Company’s Consolidated Financial Statements.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

1.	BASIS OF PREPARATION AND SUMMARY OF ACCOUNTING POLICIES (continued)

	In April 2009, the FASB issued FSP 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That are Not Orderly (“FSP 157-4”). FSP 157-4 provides additional guidance for estimating fair value in accordance with FASB Statement No. 157 when the volume and level of activity for both financial and nonfinancial assets or liabilities have significantly decreased. FSP 157-4 is effective for fiscal years and interim periods beginning after July 1, 2009 and shall be applied prospectively. Early adoption for periods ending before March 15, 2009 is not permitted. Management is reviewing this pronouncement to determine its affect, if any, on the Company’s Consolidated Financial Statements.

	In May 2009, the FASB issued Statement No. 165, Subsequent Events, which provides guidance establishing standards for disclosure of events that occur after the balance sheet date but before financial statements are issued. The Statement is effective for fiscal years and interim periods ending after June 15, 2009, and shall be applied prospectively. The Company has included all disclosures required by this standard in these Condensed Consolidated Financial Statements.

	In June 2009, the FASB issued Statement No. 166, Accounting for Transfers of Financial Assets, which provides guidance to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. The Statement is effective for fiscal years ending after November 15, 2009, and shall not be applied prospectively. Management is reviewing this pronouncement to determine its affect, if any, on the Company’s Consolidated Financial Statements.

	In June 2009, the FASB issued Statement No. 168, The FASB Accounting Standards Codification^,which will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then- existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.

2.	LIQUIDITY AND MANAGEMENT’S PLANS

	As of July 31, 2009, the Company had $818,625 in cash and cash equivalents. The Company has incurred significant net losses and negative cash flows from operations in each of the two years ended January 31, 2009, however, during the six months ended July 31, 2009, the Company recorded $31.7 million net income, which includes a $33.2 million gain on the extinguishment of debt. As of July 31, 2009, the Company had a stockholders’ deficit of $665,684 versus $34.7 million at January 31, 2009.

	In February 2009, the Company completed a restructuring of floor plan and receivables debt held by SWC Services LLC (SWC) with Dealer Services Corporation (DSC). The restructured debt agreement provides the Company with a maximum credit facility of $19.5 million for floor plan and lease financing. Although the Company had approximately $43.3 million of outstanding notes payable as of January 31, 2009, effective February 20, 2009, the Company was only obligated to repay $12.0 million of this amount due to the debt restructuring. The $12.0 million is payable in installments over the next 24 months and is included in the aforementioned new credit facility.

	On June 15, 2009, the Company obtained a revolving line of credit with Wells Fargo Preferred Capital for up to $20 million that will provide capital based upon the Company’s eligible financed notes receivable. The line of credit is a 2 year commitment and interest is payable monthly.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

2.	LIQUIDITY AND MANAGEMENT’S PLANS (continued)

	During the six months ending July 31, 2009, a board member warrant holder exercised 11,762,351 common stock warrants with proceeds to the company of $1,099,280.

	With the Company’s new financing agreements in place and our existing cash and cash equivalents are believed by management to be sufficient to finance planned operations, debt repayment obligations and capital expenditures through the second quarter of fiscal year 2012, but in order to proceed with the Company’s current expansion plan for operations in the Buy-Here-Pay-Here and Lease-Here-Pay-Here industries, additional capital may be required. The Company’s ability to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as business performance. There can be no assurance that the Company will be successful in these efforts to arrange additional financing, if needed, on terms satisfactory to it or at all. Available resources may be consumed more rapidly than currently anticipated, resulting in the need for additional funding sooner than anticipated. The failure to obtain adequate financing could result in a substantial curtailment of the Company’s operations. Accordingly, the Company anticipates that it may be required to raise additional capital through a variety of sources, including:

public equity markets;
private equity financings;
public or private debt; and
exercise of existing warrants and stock options.

The recent worldwide financial and credit crisis has strained investor liquidity and contracted credit markets. If this environment continues or worsens, it may make the future cost of raising funds through the debt or equity markets more expensive or make those markets unavailable at a time when the Company requires additional financial investment. If the Company is unable to attract additional funds it may adversely affect its ability to achieve its development and commercialization goals, which could have a material and adverse effect on its business, results of operations and financial condition.

3.	ACCOUNTS RECEIVABLE, NOTES RECEIVABLE AND NET INVESTMENT IN DIRECT FINANCING AND SALES-TYPE LEASES

	The average net balance of outstanding gross note receivables and investment in direct financing and sales- type leases were approximately $28.7 million and $24 million during the six months ended July 31, 2009 and 2008, respectively. The Company earned approximately $3.4 million and $3.3 million of interest and lease income on note and lease receivables with an average yield of 20.10% and 21.00% during the six months ended July 31, 2009 and 2008, respectively. Those amounts have been included as interest and lease income within revenues in these Condensed Consolidated Financial Statements. The Company paid an average effective interest rate of 16.24% to finance the notes receivable and net investment in direct financing and sales-type lease balances during both the six months ended July, 31 2009 and 2008.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

3.	ACCOUNTS RECEIVABLE, NOTES RECEIVABLE AND NET INVESTMENT IN DIRECT FINANCING AND SALES-TYPE LEASES (continued)

	Accounts, notes receivable and investment in direct financing and sales-type leases consist of the following:

		Active Account Balances as of July 31, 2009
					Accounts			Accounts
		Active			Held in			Delinquent
		Accounts			Repossession			>90 Days			Total
Accounts receivable	$	243,727						61,730		$	305,457
Less: Allowance for credit losses		(2,945	)					(20,730	)		(23,675	)
	$	240,782		$	-		$	41,000		$	281,782

Notes receivable	$	21,358,580		$	816,380		$	611,451		$	22,786,411
Investment in direct financing
and sales-type leases		13,866,261			460,930						14,327,191
Less: Allowance for credit losses		(6,774,012	)		(1,277,310	)		(611,451	)		(8,662,773	)
	$	28,450,829		$	-		$	-		$	28,450,829

Notes receivable, net :
Current	$	8,042,225								$	8,042,225
Non-current		8,929,567									8,929,567

Investment in direct financing
and sales-type leases, net
Current		6,481,824									6,481,824
Non-current		4,997,213									4,997,213
	$	28,450,829		$	-		$	-		$	28,450,829

		Number of Accounts as of July 31, 2009
Accounts Receivable		50						10			60
Notes		3321			94			114			3529
Leases		2329			74			0			2403

Notes receivable and net investment in direct financing and sales-type leases have an average remaining portfolio life of 29 and 21 months, respectively.

The components of the net investment in direct financing and sales-type leases at July 31, 2009 are as follows:

Total future minimum lease payments	15,099,757
Unguaranteed residual value	3,312,058
Unearned income	(4,084,624)
Gross net investment in direct financing and sales-type leases	14,327,191
Loss allowance for credit losses	(2,848,154)
	11,479,037

The average remaining life for the lease portfolio is 21 months, and the future expected maturities are approximately $6.5 million during this year and $5.0 million the following year.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

3.	ACCOUNTS RECEIVABLE, NOTES RECEIVABLE AND NET INVESTMENT IN DIRECT FINANCING AND SALES-TYPE LEASES (continued)

	Allowance for credit loss activity is as follows for the six months ended July 31, 2009

		Used Car			Consulting and
		Sales and Leases			Collections
January 31, 2009	$	6,250,031		$	1,093
Provision for credit losses		1,589,046			-
Write-offs of gross notes receivable		(812,989	)		-
Fair value of repossessed vehicles		327,131			-
Recoveries of notes receivable		3,744			-
April 30, 2009		7,356,963			1,093
Provision for credit losses		1,763,898			22,582
Write-offs of notes and lease receivables		(963,993	)
Fair value of repossessed vehicles		201,358
Recoveries of notes receivable		280,872
July 31, 2009	$	8,639,098		$	23,675

4.	CREDIT FACILITIES

	Dealer Services Corporation

	On January 16, 2009, the Company entered into an Asset Purchase Agreement with Dealer Services Corporation (“DSC”) and the Chapter 7 Trustee of SWC Services LLC (“SWC Trustee”). Pursuant to the agreement, DSC agreed to purchase all of the rights and interest of SWC under the Company’s loan agreement with SWC for $12 million.

	In connection therewith, DSC agreed to forgive all of the outstanding balance due by the Company under the SWC Loan Agreement in excess of $12,000,000. On February 20, 2009, the Asset Purchase Agreement was consummated when the Company had a total balance of approximately $43.3 million outstanding under the SWC credit facilities. DSC forgave approximately $31.3 million dollars worth of that debt and executed a $14 million new credit facility (“New Loan Agreement”), $12 million of which represented the then remaining balance due under the SWC Loan Agreement.

	Pursuant to that New Loan Agreement, the Company had to convert a number of outstanding notes receivable due by the Company from consumers into closed-end leases. The Company delivered to DSC a set of conversion documents, consisting of a signed closed-end lease and a bill of sale for each vehicle.

	The Company incurred costs of approximately $4.6 million in connection with the conversion of these notes receivable, which included customer incentives, sales tax payments, and license and title fees.

	All of the financial covenants contained in the prior loan agreement have been deleted from the New Loan Agreement and replaced by an obligation for the Company to maintain a minimum of $3,500,000 of accounts receivable. As was the case under the previous loan agreement, the obligation of the Company and its operating subsidiaries to pay all amounts due under the New Loan Agreement is secured by a pledge to DSC of all of the assets of the Company and its operating subsidiaries, The Company also paid DSC a loan origination fee of $120,000 and a commitment fee of $250,000 in addition to issuing DSC warrants to purchase 9,718,289 shares of the Company’s common stock at a purchase price of $.03 per share. The warrants will expire on February 28, 2014.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

4.	CREDIT FACILITIES (continued)

	The Company has agreed to enter into a registration rights agreement on or before December 31, 2010, pursuant to which the Company will be required to register for resale by DSC the shares to be issued to DSC under the warrants, and to use its commercially reasonable efforts to obtain all necessary consents to enter into such agreement.

	Pursuant to the warrants issued to DSC in connection with the New Loan Agreement, the issuance of warrants to Ross Quigley on February 20, 2009 would have required the Company to increase the 9,718,289 shares issuable under the existing DSC Warrant to 10,222,604 shares and reduce the exercise price for all of the shares issuable from $0.03 per share to $0.02852 per share. However, DSC agreed that in lieu of these modifications, the Company issued an additional warrant to DSC to purchase up to an additional 750,000 shares of the Company’s common stock with an exercise price of $0.08. The warrants will expire on February 20, 2014.

	Both of the DSC warrants were valued at February 20, 2009 using the Black-Scholes Option Pricing Model, resulting in a fair value of $1,286,000 for the $0.03 warrants and $100,000 for the $0.08 warrants. Significant assumptions included: trading market value—$0.14; volatility—133.49%; term—5.0 years; and, risk free rate—1.81%. The aggregate fair value of $1,386,000 was included in a component of the consideration extended for purposes of computing the gain on extinguishment.

	In connection with entering into the Asset Purchase Agreement and the New Loan Agreement, Trafalgar Capital Specialized Investment Fund, Luxembourg, the holder of the Company’s convertible debentures (see note 5), consented to the execution and delivery of the New Loan Agreement, which consent was required by a subordination and inter-creditor agreement with Trafalgar.

	On February 25, 2009, the Company, its operating subsidiaries and DSC further amended and restated the New Loan Agreement to provide for the inclusion of five new Carbiz subsidiaries in the credit facility. Four of these subsidiaries have been formed to carry out the business of the Company in Indiana and one has been formed to carry out the business of the Company in Nebraska. Under this amendment and the promissory notes executed by the operating subsidiaries thereunder, the amount of available credit was expanded from $14 million to $19.5 million.

	As with the New Loan Agreement, Trafalgar also consented to this amendment since such consent was similarly required by the Trafalgar subordination and inter-creditor agreement.

	Since all of the aforementioned events relate directly to the debt forgiveness, all of the costs associated therewith have been recognized as an adjustment of the gain on debt extinguishment, as follows:

DSC Debt Forgiveness	$	31,374,909
Write off of SWC Deferred Financing Costs		(603,943	)
DSC Origination and Commitment Fee		(370,000	)
Fair Value of DSC Warrants		(1,385,815	)
Lease Conversion Costs		(4,596,053	)
Gain on Debt forgiveness		24,419,098
Trafalgar Loan Modification (See Note 5)		8,780,189
Gain on Extinguishment of Debt	$	33,199,287

The DSC debt has an effective interest rate of approximately 21.94%, and principal and interest are payable monthly. Amounts due to DSC are collateralized by all of the Company’s assets and the Chairman of the Board’s stock in the Company.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

4.	CREDIT FACILITIES (continued)

	Wells Fargo Preferred Capital

	On June 15, 2009, all of the Company's subsidiaries that are borrowers under the Fourth Amended and Restated Loan and Security Agreement with DSC, dated February 25, 2009 (the "DSC Loan Agreement"), entered into an amendment to the DSC Loan Agreement with DSC, which permits the Company's subsidiaries to enter into the Well Fargo Loan Agreement (the "WF Loan Agreement") and grant Wells Fargo Preferred Capital ("Wells Fargo") a security interest in their personal property.

	All of the Company's direct and indirect subsidiaries entered into the WF Loan Agreement dated June 15, 2009 with Wells Fargo Preferred Capital, Inc. Under the WF Loan Agreement, Wells Fargo committed to loan the Company up to (i) $15,000,000 through and including December 31, 2009, (ii) $17,000,000 commencing January 1, 2010 through and including March 31, 2010 and (iii) $20,000,000 thereafter. The purpose of the credit facility is to finance receivables generated by the Company from the sales of used vehicles. The Company may borrow up to 55% of the outstanding amount due under eligible receivables, as defined in the WF Loan Agreement, other than receivables acquired from Star Financial Services (“Star” see Note 8). With respect to the receivables acquired from Star Financial Services in June 2009, they may borrow up to 95% of the amount outstanding under such receivables through the 60th day following the date of the WF Loan Agreement and 90% thereafter.

	In order to obtain the consent of DSC to the WF Loan Agreement, DSC requested that the Company issue to DSC warrants to purchase an additional 30,781,800 shares of Company common stock at a purchase price of $0.08 per share at any time until June 15, 2014. The Company's board of directors approved such issuance, finding that the WF Loan Agreement was necessary for the future growth of the Company.

	In connection with entering into the WF Loan Agreement, Wells Fargo entered into an Inter-creditor Agreement with DSC and a Subordination and Inter-creditor Agreement with Trafalgar Capital Specialized Investment Fund, Luxembourg and the Star note holders.

	The WF Loan Agreement is subject to certain borrowing limitations, and includes certain financial and restrictive covenants, including but not limited to covenants requiring the maintenance of minimum Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) and debt to equity ratios. The credit facility will expire on June 30, 2011.

	Loans will bear interest at an annual rate equal to the three-month London Interbank Offered Rate plus 3.35%, (3.95% at July 31, 2009) and an unused line fee of 0.25% per annum is charged on the unused portion of the credit facility on a monthly basis. The Company must pay Wells Fargo an administrative fee of $1,000 per month.

	Amounts due to Wells Fargo under the WF Loan Agreement are secured by a security interest in all of the personal property of the Company, and guaranteed by the Company under a Guaranty Agreement.

	The Company’s initial draw under the WF Loan Agreement was $10,303,665, $8,153,665 of which was used to pay the indebtedness of Star to Wells Fargo.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

4.	CREDIT FACILITIES (continued)

	The balance outstanding under the DSC and Wells Fargo loan facilities at July 31, 2009 are comprised of the following:

		Current		Long-Term
		Liabilities		Liabilities
WF Line of credit	$	-	$	11,616,397
DSC line of credit		5,355,684		4,217,366
DSC inventory floor plan		5,830,135		-
Short term notes		452,227		-
Other debt		756,771		-
Total	$	12,394,817	$	15,833,763

5.	CONVERTIBLE DEBENTURES

	Convertible debentures consist of the following as of July 31, 2009 and January 31, 2009:

		July 31, 2009			January 31, 2009
Convertible debentures, at face value
Maturing through September 2010	$	4,786,400		$	5,817,189
Maturing December 1, 2010		27,000			77,000
		4,813,400			5,894,189
Less: unamortized discount		(4,243,816	)		(3,783,746	)
	$	569,584		$	2,110,443

Current	$	96,935		$	255,113
Long-term		472,649			1,855,330
	$	569,584		$	2,110,443

1. Trafalgar Convertible Debentures

On February 28, 2007 the Company issued 12.0%, face value $2,500,000 Secured Convertible Debentures (“February Trafalgar Debenture”) to Trafalgar Capital Specialized Investment Fund, Luxembourg (“Trafalgar”). The face value of the February Trafalgar Debenture amounted to $2,286,400 and $2,821,877 as of July 31, 2009 and January 31, 2009, respectively. Interest is payable quarterly and the principal balance is payable on September 30, 2010. In connection with the issuance of these debentures, the Company also issued detachable warrants to Trafalgar that are indexed to 2,500,000 shares of common stock, have a strike price of $0.15 and a term of five years.

On August 31, 2007 the Company issued 12.0%, face value $1,000,000 Secured Convertible Debentures to Trafalgar (“August Trafalgar Debenture”). The face value of the August Trafalgar Debenture amounted to $1,000,000 and $1,178,127 as of July 31, 2009 and January 31, 2009, respectively. Interest is payable quarterly and the principal balance is payable on September 30, 2010. In connection with the issuance of these debentures, the Company also issued detachable warrants to Trafalgar that are indexed to 2,000,000 shares of common stock, have a strike prices of $0.15 for 1,000,000 warrants and $0.22 for 1,000,000, and a term of three years.

On September 26, 2007 the Company issued 11.0%, face value $1,500,000 Secured Convertible Debentures (“September Trafalgar Debenture”) to Trafalgar. The face value of the September Trafalgar Debenture amounted to $1,500,000 and $1,817,182 as of July 31, 2009 and January 2009, respectively. Interest is payable quarterly and the principal balance is payable on September 30, 2010. In connection with the

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

5.	CONVERTIBLE DEBENTURES (continued)

	issuance of these debentures, the Company also issued detachable warrants to Trafalgar that are indexed to 2,000,000 shares of common stock, have strike prices ranging from $0.01 to $0.20, and a term of three years.

	The face values above give effect to conversion, capitalization of interest and, as discussed further below, modifications. The Trafalgar Debentures are secured by all tangible and intangible assets of the Company, but are subordinate in priority to the DSC and Wells Fargo credit facilities.

	The Trafalgar Debentures are convertible at Trafalgar’s option into common shares of the Company at a price per share equal to the lesser of (i) US$0.22 or (ii) 85% of the lowest daily closing bid price of the Company’s common shares, as quoted by Bloomberg, L.P. for the five trading days immediately preceding the date of conversion. Trafalgar has the option to require the Company to redeem the debentures for cash in the event of defaults and certain other contingent events, including events related to the common stock into which the instruments are convertible, registration and listing (and maintenance thereof) of the Company’s common stock and filing of reports with the Securities and Exchange Commission (the “Default Put”). In addition, the Company extended registration rights to Trafalgar that requires registration of the shares underlying the warrants and the continuing effectiveness of the registration statement under which shares are registered; the Company would be required to pay monthly liquidating damages of 2.0% (capped at 15%) for defaults under this provision.

	In the evaluation of the Trafalgar Debentures, the Company concluded that the conversion feature was not afforded the exemption as a conventional convertible instrument as defined in Emerging Issues Task Force Consensus No. 05-02,“Meaning of "Conventional Convertible Debt Instrument" in Issue No. 05-02” (“EITF 05-02”) due to the variable conversion price; and it did not otherwise meet the conditions for equity classification set forth in Emerging Issues Task Force Consensus No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” (“EITF 00-19”). Since equity classification is not available for the conversion feature, the Company was required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value in accordance with Financial Accounting Standards No. 133,“Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”). The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events, noted above, that are not associated with debt instruments. The Company combined all embedded features that required bifurcation into one compound derivative instrument that is carried as a component of derivative liabilities.

	The Company evaluated the detachable warrants for purposes of classification under Financial Accounting Standards No. 150,“Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”(“FAS 150”). The warrants did not embody any of the conditions for liability classification under the FAS 150 context. The warrants were then evaluated under FAS 133. The warrants did not meet the conditions for equity classification set forth in EITF 00-19. Therefore, the warrants are required to be classified as liabilities are initially and subsequently carried at fair value under FAS 133.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

5.	CONVERTIBLE DEBENTURES (continued)

	Based upon the above accounting conclusions above, the allocation of the basis arising from each of the Trafalgar Debentures financing transactions is summarized in the table below:

		February			August			September
		Trafalgar			Trafalgar			Trafalgar
		Debentures			Debentures			Debentures			Total
Deferred finance costs	$	310,164		$	125,169		$	187,620		$	622,953
Penalty expense		--			--			40,000			40,000
Prepaid interest		90,833			20,000			27,500			138,333
Derivative liabilities:
Compound derivative		(1,655,432	)		(752,941	)		(1,308,073	)		(3,716,446	)
Warrants		(562,500	)		(380,200	)		(495,250	)		(1,437,950	)
Convertible debentures		(383,087	)		--			--			(383,087	)
Day-one derivative loss		101,058			133,141			303,371			537,570
Financing proceeds	$	2,098,964		$	854,831		$	1,244,832		$	4,198,627

2. Modifications

The Convertible Debentures were originally sold to Trafalgar Capital Specialized Investment Fund, Luxembourg (“Trafalgar”) during the fiscal year ended January 31, 2008 and modified and extended a number of times during fiscal year ended January 31, 2009. More recently, a further modification effective on February 20, 2009 (“February 2009 modification”) was made allowing the Company to modify the terms of the Company’s other debt arrangements including the revolving line-of-credit, term and floor plan notes payable, which were also effective February 20, 2009 (See Note 4). In the February 2009 modification, Trafalgar (i) capitalized $203,890 of interest and (ii) extended the maturity dates of all three of the debentures to September 30, 2010. [Deleted sentence] A further modification was made by Trafalgar to subordinate its indebtedness which allowed the Company to further modify the terms of its loan agreements with DSC. See Note 4. As a result of these modifications, the effective borrowing rate, as computed pursuant to EITF 02-04, Determining Whether a Debtor’s Modification or Exchange of Debt Instruments is within the Scope of SFAS 15 Troubled Debt Restructurings, increased from approximately 12.0% to 14.0% . As a result of an increase in the effective borrowing rate and other qualitative considerations, including the principal purpose of the modifications being related to establishing the DSC borrowing arrangement, the modifications did not constitute a troubled debt restructuring.

The Company accounted for the modifications to the debentures based on the provisions of EITF 96-19, “Debtors Accounting for Modification or Exchange of Debt Instruments” which establishes the criteria to determine if substantial modifications of the terms of the debt instruments have occurred. The revisions to the terms of certain of the outstanding debentures were considered substantial when considering both the change in the present value of cash flows and the change in the fair value of the embedded conversion feature, as defined, and therefore, for accounting purposes the debentures have been accounted for as debt extinguishments and the revised debentures recorded at fair value on the date of execution of the February 2009 Modification. The Company recorded a gain on modification of debt of $8,780,189, as a result of these transactions. The amount of gain was computed as follows:

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

5.	CONVERTIBLE DEBENTURES (continued)

Carrying value of debentures prior to the modification:
Compound derivative financial instruments	$	12,169,259
Debentures		2,405,990
		14,575,249
Fair value of modified debentures		5,524,106
Gain on extinguishment	$	9,051,142

Reallocation of fair value of modified debentures:
Compound derivative financial instruments	$	5,555,058
Debentures		240,000
Day-one derivative loss		(270,952	)
	$	5,524,106

The fair value of the modified debentures represents the present value of the future cash flows. The credit risk adjusted market rate used for purposes of present value amounted to 14.0% and was based upon current corporate bond rates for issues with similar credit risks as those of the Company. The reallocation of the fair value is required first to the derivatives, because those are required to be carried at fair value. Since the fair value was insufficient to record both the derivative and debt, a day-one loss has been reflected in our statement of operations as a component, and reduction of, the gain on extinguishment. Accordingly, the net gain includes the $9,051,142 gain on extinguishment plus the ($270,952) day-one derivative loss.

During the six months ended July 31, 2009, the Company issued 11,073,419 and 1,599,494 shares of common stock in connection with the exercise of warrants and the conversions of convertible debentures, respectively, for which $888,310 and $199,419 of related derivative liability was credited to equity.

3. Private Placement October 1, 2007 Convertible Debentures

On October 1, 2007, the Company completed an 11.0%, face value $800,000 financing with a group of investors (“Purchasers”), each of which are related parties, by issuing to them debentures with a face amount of $800,000 and which have an original maturity date of December 1, 2011 (“October Debentures”). The face value of the October debentures amounted to $27,000 and $77,000 at July 31, 2009 and January 31, 2009, respectively, after giving effect to conversions. Interest on the October Debentures is payable monthly. The principal is payable December 1, 2010.

The October Debentures are convertible at the Purchaser’s option into common shares of the Company at a price per share equal to the lesser of (i) US$0.22 or (ii) 85% of the lowest daily closing bid price of the Company’s common shares, as quoted by Bloomberg, L.P. for the five trading days immediately preceding the date of conversion.

In addition, the Company issued to the Purchasers warrants to purchase up to an aggregate of 1,066,667 common shares at any time until September 26, 2010, with 266,666 shares at US$0.01 per share, 266,667 shares at US$0.10 per share, 266,667 shares at US$0.15 per share and 266,667 shares subject to purchase at US$0.22 per share.

In the evaluation of the Private Placement Debentures, the Company concluded that the conversion feature was not afforded the exemption as a conventional convertible instrument as defined in EITF 05-02 due to the variable conversion price; and it did not otherwise meet the conditions for equity classification set forth in EITF 00-19. Since equity classification is not available for the conversion feature, the Company was required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value in accordance with FAS 133.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

5.	CONVERTIBLE DEBENTURES (continued)

	The Company evaluated the warrants for purposes of classification under FAS 150. The warrants did not embody any of the conditions for liability classification under the FAS 150 context. The warrants were then evaluated under FAS 133. The warrants did meet the conditions for equity classification set forth in EITF 00- 19. Therefore, the warrants were recorded upon inception in accordance with Accounting Principles Board Opinion No. 14 “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants” (“APB 14”) at a relative fair value of $133,814.

	Based upon the above accounting conclusions above, the allocation of the basis arising from the Private Placement Debentures financing transactions is summarized in the table below:

		Private Placement
		Debentures
Compound derivative	$	(896,800	)
Paid in capital		(133,814	)
Day-one derivative loss		230,614
Financing proceeds	$	800,000

6.	DERIVATIVE LIABILITIES

	Fair values of derivative liabilities at July 31, 2009 were as follows:

			Number of Indexed
		Balance	Common Shares
Compound Embedded Derivatives associated with:
Convertible debentures, $5,000,000
original face value; $5,829,013
face value plus accrued
interest as of July 31, 2009;
Due September 2010	$	4,597,069	94,001,297

Convertible debentures, $800,000 original
face value; $35,037 face
value plus accrued interest as of
July 31, 2009; due December 2010		30,178	600,361
Warrant Liabilities Expiring:
October 2009		38,123	8,417,777
October 2010		43,236	776,468
April 2011		17,501	314,294
October 2011		40,658	876,200
February 2014		808,759	10,468,289
June 2014		2,231,530	30,781,800
	$	7,807,054	146,236,486

The Company estimated the fair value of the compound derivative on the inception dates, and subsequently, using the Monte Carlo Simulation valuation technique, because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex compound derivative instruments.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

6.	DERIVATIVE LIABILITIES (continued)

	Information and significant assumptions embodied in the Company’s valuations (including ranges for certain assumptions during the subject periods that instruments were outstanding) as of July 31, 2009 are illustrated in the following tables:

		Compound
		Embedded Derivative
	$5,829,013 face value secured convertible debentures due September, 2010:
	Conversion price	$0.064
	Volatility	102.68% – 316.40%
	Equivalent term (years)	0.085 – 1.092
	Credit-risk adjusted yield	12.66% – 14.23%
	Interest-risk adjusted rate	12.00% – 16.20%
	Dividends	--

	$35,037 face value secured convertible debentures due December, 2010:
	Conversion price	$0.064
	Volatility	119.42% – 316.40%
	Equivalent term (years)	0.161 – 1.119
	Credit-risk adjusted yield	12.66% – 14.23%
	Interest-risk adjusted rate	11.00% – 13.20%
	Dividends	--

Derivative liabilities are adjusted quarterly to their estimated fair values and any changes in fair value are recorded as gain (loss) on derivative liabilities in the condensed consolidated statements of operations.

Gain (loss) on derivative liabilities consists of the following:

		Three Months Ended				Six Months Ended
		July 31,				July 31,
		2009		2008		2009			2008
Compound embedded derivatives	$	4,191,458	$	460,961	$	(754,789	)	$	734,243
Warrant derivatives		518,323		1,549,515		701,470			3,310,591
	$	4,709,781	$	2,010,476	$	(53,319	)	$	4,044,834

7.	STOCKHOLDERS’ EQUITY

	Stock options and incentive stock grants

	Stock option activity for the six months ended July 31, 2009 is as follows:

	Number	Weighted Average
	Of Options	Exercise Price (*)
Outstanding, February 1, 2009	7,421,891	$ 0.15
Options granted during the period	-	-
Options cancelled during the period	(1,184,000)	0.28
Options exercised during the period	-	-
Outstanding, July 31, 2009	6,237,891	$ 0.15

At July 31, 2009, the outstanding stock options had no aggregate intrinsic value.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

7.	STOCKHOLDERS’ EQUITY (continued)

	Stock options outstanding and exercisable as of July 31, 2009 are as follows:

		July 31, 2009
	Options Outstanding		Options Exercisable
Exercise		Weighted		Weighted
Price	Number	Average Life (Yrs)	Number	Average Life (Yrs)
0.13	5,600,000	2.46	2,240,000	2.46
0.21	637,891	0.33	637,891	0.33
	6,237,891	2.24	2,877,891	1.99

(*) The 1998 series of options were denominated in Canadian dollars. For purpose of this schedule the exercise prices have been converted into U.S. dollars based on the foreign exchange rate as at the end of the period.

During the six months ended July 31, 2009 and 2008, the Company recognized share-based compensation expense of $50,400 and $36,179, respectively for stock options granted to employees, and $64,600 and $39,000, respectively, for incentive stock granted to employees and directors and $0, and $47,511, respectively of expense for stock previously granted to consultants for services rendered under a contract with a term which required the amortization of the total expense.

A summary of the Company’s non-vested stock options as of July 31, 2009, and changes during the six months then ended, is summarized as follows:

		Shares
Non-vested at February 1, 2009		3,360,000
Granted		-
Vested		-
Forfeited/Cancelled		-
Non-vested at July 31, 2009		3,360,000

At July 31, 2009, the options had a weighted average grant date fair value of $0.09 and no intrinsic value.

As of July 31, 2009, there was approximately $248,920 of unrecognized compensation cost related to non-vested stock options granted. These costs will be expensed over the next two years and six months.

On January 25, 2007, the Company awarded 3,400,000 common shares as restricted stock to certain directors, officers, and key employees of the Company of which 1,360,000 shares have been vested as of July 31, 2009.

Warrants

The Company has granted warrants to purchase shares of common stock. Warrants outstanding, related activity during the period, details of prices and warrants exercisable at July 31, 2009 are as follows:

			Weighted Average
	Number		Exercise Price
Outstanding, February 1, 2009	23,424,825		0.10
Issued	51,250,089		0.07
Exercised	(11,362,750	)	0.11
Cancelled or expired	--		--
Outstanding, July 31, 2009	63,312,164		0.08

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

7.	STOCKHOLDERS’ EQUITY (continued)

		Weighted Average
Exercise Prices	Number	Remaining Life (Years)
0.01	144,334	1.16
0.03	9,718,289	4.56
0.08	41,531,800	4.31
0.10	144,334	1.16
0.11	9,508,539	0.32
0.15	1,194,334	1.51
0.20	632,434	1.81
0.21	438,100	1.16
	63,312,164	3.64

As of July 31, 2009, of the 63,312,164 total warrants outstanding, 11,667,336 are classified as equity and 51,634,828 are classified as liabilities.

The derivative classification and accounting for the Company’s warrants is based upon EITF 00-19 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, which sets forth eight conditions for classification of warrants in stockholders’ equity; otherwise the warrants require liability classification and fair value measurement pursuant to SFAS 133 and, commencing on February 1, 2009, EITF 07-05 Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock. Warrants are evaluated under these conditions upon inception and as of the close of each reporting period. See Note 6 Derivative Liabilities for information associated with our warrants that are classified as liabilities.

Conversion of Trafalgar convertible debentures

During the six months ended July 31, 2009, the Company issued 980,392 shares of common stock at a conversion price of $0.08 in a Trafalgar Convertible Debenture conversion.

Conversion of October 1, 2007 related party convertible debentures

On February 19, 2009, a holder of certain of the Company’s October 1, 2007 convertible debentures converted $50,000 of principal and $8,196 of accrued interest due under the debentures into 619,102 shares of common stock of the Company. The conversion price was $0.094. The holder is the spouse of a member of the board of directors.

Exercise of related party warrants

On February 16, 2009, 11,073,419 shares of common stock were issued upon exercise of outstanding warrants. The Company received proceeds of $996,578 based on the CDN$0.12 warrant exercise price.

On February 16, 2009, the Company issued 289,332 shares of common stock upon exercise of outstanding warrants. The Company received proceeds of $33,273 at exercise prices of $0.01 (72,333 shares), $0.10 (72,333 shares), $0.15 (72,333 shares) and $0.20 (72,333 shares). The warrant holder is a member of the board of directors of the Company.

Unregistered shares issued to officers and directors for directors fees

On March 24, 2009, the board of directors authorized the fees payable to directors for their services during the fiscal year ended January 31, 2009 to be paid in shares of common stock. Accordingly, on March 24, 2009 the Company issued 1,687,500 unregistered common shares valued at $0.08 per share aggregating $135,000 in payment of this liability, recorded at January 31, 2009.

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

7.	STOCKHOLDERS’ EQUITY (continued)

	Unregistered shares issued under cross marketing agreement

	On March 24, 2009 the Company issued 125,562 unregistered common shares valued at $0.08 per share aggregating $10,125 to Dealer Services Corporation as partial consideration for execution of a cross marketing agreement under which the Company will derive revenue from marketing and training services to be provided for a lease-here pay-here funding program.

	Additional warrants issued to DSC

	On June 15, 2009, the Company issued to DSC warrants to purchase 30,781,800 shares of the company’s stock at a purchase price of $0.08 per share. The warrants will expire on June 15, 2014. The Company has agreed to enter into registration rights agreements similar to the warrants previously issued to DSC. See Note 4. The fair value of these warrants on date of issuance was $2,247,071 which was charged to deferred financing costs at that time and is being amortized over the remaining term of the DSC credit facility. The previously issued warrants were charged as an adjustment of the gain on debt extinguishment. See Note 4. These warrants were also considered to be derivative liabilities and are adjusted quarterly to their estimated fair values. See Note 6.

8.	STAR FINANCIAL PORTFOLIO ACQUISITION

	On June 15, 2009, the Company completed its purchase of a loan portfolio comprising approximately 1,500 automobile and light truck loans, with a face value of $9,738,862 and a net realizable value of $6,598,187 from Star Financial Services (“Star”). Consideration for the purchase consisted of the assumption of face value $8,153,665 notes payable due by Star to Wells Fargo Preferred Capital, Inc. (“WFPC”) under a line of credit arrangement, which amount was secured by the purchased portfolio, and up to $2,067,534 in other indebtedness to Star’s principals, which amount was subject to adjustment for estimated loan loss allowances. The final, adjusted other indebtedness assumed amounted to $756,771.

	Contemporaneously with the above purchase, and as a pre-negotiated condition precedent to completing the purchase, the Company entered into the Wells Fargo loan agreement, terms of which are discussed in Note 4. As a result of the negotiations with Wells Fargo Preferred Credit to accomplish the purchase, the Company received significant reductions in future interest on drawings on the Wells Fargo loan agreement (currently 3.95% compared to market rates which range from 12% to 20%). The terms of the purchase agreement provided for the assumption of Star’s Wells Fargo line of credit balance and repayment through drawings under the Wells Fargo loan agreement upon closing, which was accomplished.

	The Company accounted for the purchase as an asset acquisition, at cost, by first allocating the total consideration for the purchase between the purchase of assets from Star and the future interest reductions arising from the Wells Fargo loan agreement, characterized as prepaid interest. The consideration was then allocated to the assets acquired from Star (other than cash) based upon their relative fair values. The following table illustrates these allocations:

		Star Asset		Wells Fargo Loan
		Purchase		Agreement		Total
Assets acquired:
Loan portfolio	$	6,598,187	$	--	$	6,598,187
Other assets, including $231,666 in cash		241,666		--		241,666
Prepaid interest		--		2,070,582		2,070,582
	$	6,839,853	$	2,070,582	$	8,910,436
Consideration:
Assumption of credit line	$	6,083,083	$	2,070,582	$	8,153,665
Assumption of other indebtedness		756,771		--		756,771
	$	6,839,853	$	2,070,582	$	8,910,436

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

8.	STAR FINANCIAL PORTFOLIO ACQUISITION (continued)

	The loan portfolio is valued at its estimated net realizable value. The prepaid interest represents the value of the negotiated interest rate reductions expected in future periods, and will be amortized into interest expense over the term of the Wells Fargo loan agreement using the effective interest method.

	Certain expenses of the purchase and Wells Fargo loan agreement, amounting to $637,500, were expensed since the allocation of the purchase consideration above resulted in the assets initial carrying values closely approximating fair values of the assets acquired.

9.	SEGMENT INFORMATION

	The Company operates and manages its business in two segments, which are its used car sales and leasing segment (“CarBiz Auto Credit”) and consulting and collections services offered to independent car dealerships (“Consulting and Collections”). For the previous period, the Consulting and Collections segment was named Software and Other Products.

Three months ended July 31,				2009
				Consulting and
		Carbiz Auto Credit		Collections			Total
Sales	$	12,679,768	$	139,612		$	12,819,380
Cost of sales		6,901,427		386,850			7,288,277
Gross profit		5,778,341		(247,238	)		5,531,103
Other operating expenses (1)		4,042,827		82,428			4,125,255
Income (loss) from operations, before
depreciation and other income (expense)	$	1,735,514	$	(329,666	)		1,405,848
Depreciation							(41,115	)
Other income (expense)							3,012,044
Net Income						$	4,376,777
Total Assets	$	39,652,053	$	282,081		$	39,934,134

				2008
				Software and Other
		Carbiz Auto Credit		Products			Total
Sales	$	8,371,006	$	412,942		$	8,783,948
Cost of Sales		5,100,731		274,951			5,375,682
Gross Profit		3,270,275		137,991			3,408,266
Other Operating Expenses (1)		1,049,514		928,510			1,978,024
Loss from Operations, before Depreciation
and Other Income (Expense)	$	2,220,761	$	(790,519	)		1,430,242
Depreciation & Amortization							(32,766	)
Other Income (Expense)							133,362
Net Loss						$	1,530,838
Total Assets	$	26,674,462	$	4,656,518		$	31,330,980

(1) Excluding depreciation and amortization, which is shown separately

CARBIZ INC.

Notes to the Condensed Consolidated Financial Statements

July 31, 2009 and 2008

(unaudited)

9.	SEGMENT INFORMATION (continued)

Six months ended July 31,					2009
					Consulting and
		Carbiz Auto Credit			Collections			Total
Sales	$	21,009,745		$	325,012		$	21,334,757
Cost of sales		11,531,911			624,145			12,156,056
Gross profit		9,477,834			(299,133	)		9,178,701
Other operating expenses (income) (1)		(25,548,837	)		248,413			(25,300,424	)
Loss from operations, before depreciation
and other income (expense)	$	33,931,579		$	(547,546	)		34,479,125
Depreciation & Amortization								(77,280	)
Other Income (Expense)								(2,712,888	)
Net Income							$	31,688,957
Total Assets	$	39,652,053		$	282,081		$	39,934,134

					2008
					Software and Other
		Carbiz Auto Credit			Products			Total
Sales	$	16,718,961		$	988,259		$	17,707,220
Cost of sales		9,520,092			655,283			10,175,375
Gross profit		7,198,869			332,976			7,531,845
Other operating expenses (1)		4,269,154			1,888,164			6,157,318
Loss from operations, before depreciation
and other income (expense)	$	2,929,715		$	(1,555,188	)		1,374,527
Depreciation								(79,678	)
Other income (expense)								261,299
Total operating loss							$	1,556,148
Total assets	$	26,674,462		$	4,656,518		$	31,330,980

(1) Excluding depreciation and amortization, which is shown separately

10.	INCOME TAXES

	As of July 31, 2009, the Company had net operating loss carry-forwards (NOLs) of approximately $26.7 million (expiring from 2010 through 2030) and $13.7 million (expiring 2010 through 2017) in the United States and Canada, respectively. The use of the United States NOLs may be limited in any given year as a result of previous changes in ownership. The Company recorded a gain on the extinguishment of debt of approximately $33.2 million during the three months ended April 30, 2009. The $24.4 million of U.S. gain on debt extinguishment has been excluded from income for income tax purposes based on Internal Revenue Code Section 108. As of February 1, 2011, the Company will be required to reduce certain U.S. tax attributes which will include the reduction of available NOLs. The Company expects available U.S. NOLs to be reduced by approximately $24.4 million. The $8.8 million of Canadian gain on debt extinguishment is not includable in Canadian income and has been treated as a permanent item.

	As a result of the above, no income taxes are expected to result from fiscal 2010 operations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements concerning our revenues, operating results, and financial condition. Such forward-looking statements include our intent to open additional credit centers in the future; our expectations regarding the future revenues for, and the market acceptance of, our consulting service, and our expectations regarding future expense levels related to our credit center business and interest expenses. The following discussion should also be read in conjunction with the Company’s interim Condensed Consolidated Financial Statements as of July 31, 2009 and the January 31, 2009 audited Consolidated Financial Statements included in our January 31, 2009 Form 10-K.

Overview

The financial services industry is facing unprecedented challenges in the face of the current national and global economic crisis. The overall U.S. economy is experiencing significantly reduced business activity as a result of, among other factors, disruptions in the financial markets during the past year. Carbiz has been further challenged by the credit crisis due to our primary lender, SWC Services LLC (SWC), filing bankruptcy in October 2008, which decreased our access to operating cash flow during the period from October 2008 through February 2009. Accordingly, these financing constraints negatively impacted our planned expansion and funding budgets during the first part of our 2010 fiscal year. In response to SWC’s bankruptcy filing, on January 16, 2009, Carbiz Inc. and its operating subsidiaries entered into amended financing arrangements among Dealer Services Corporation (DSC), the trustee for SWC and certain guarantors to the SWC Loan Agreement. The agreement provided for the transfer of SWC’s interests in the Loan Documents to DSC with the terms subject to the Trustee’s receipt of a final order of the United States Bankruptcy Court for the Northern District of Illinois. The agreement also provided that DSC would forgive approximately $31.3 million of a total of approximately $43.3 million outstanding debt previously due to SWC and to additionally provide future inventory floor plan financing of up to $7.5 million and used car lease funding up to $14 million.

On June 15, 2009, we entered into a loan and security agreement with Wells Fargo Preferred Capital, Inc. Wells Fargo committed to initially loan Carbiz up to $15 million to finance receivables generated by Carbiz from the sale of used vehicles and provides for a 55% advance rate on those receivables. The loan has a stated interest rate of the 3 month LIBOR plus 3.35% . The line of credit will increase to $17 million on January 1, 2010, and to $20 million on March 31, 2010 and will terminate on June 30, 2011. These new credit facilities will help expand our portfolio and provide us access to cash.

We anticipate increased revenues and operating earnings due to the increased cash flow available for operations, but we will continue to seek additional funding as necessary in order to sustain and grow our operations.

As a result of the current economic conditions, many financial institutions and other lenders have tightened underwriting standards due to the overall deterioration in credit quality. Therefore, management believes that more consumers are currently moving to the sub-prime lending market to obtain financing. We have attracted new customers with higher credit ratings and the ability to purchase higher priced automobiles. Beginning in February 2009, we commenced our leasing program which focuses on higher priced automobiles with average prices of approximately $11,000. This program will further expand our financing possibilities and we will continue with this strategy in an effort to reach more customers and service those customers who now seek Buy Here-Pay Here (“BHPH”) financing and our newly introduced leasing program – Lease Here–Pay Here (“LHPH”). We will continue to pursue supplemental revenues by serving those customers who are no longer able to purchase automobiles and meet the financial requirements of traditional lenders due to the economy and in order to further grow our business for the future.

Credit loss estimates for notes and lease receivables were higher than our historic figures as a result of the increased charge-offs and delinquency due to rising unemployment rates and the deteriorating U.S. economic environment. Our historic loss rates have been around 20%, but because of the economic downturn, we began using a slightly higher rate for our provision in January, 2009.

Critical Accounting Policies

Revenue Recognition

The Company’s revenue is primarily derived from the sale and leasing of used vehicles and consulting and collection services to dealers in the automobile industry:

	(1)	Used automobile sales:

		The Company recognizes revenue on the sale of automobiles upon execution of the sales contract, the customer taking possession of the automobile, and financing having been approved. Customers are required to meet certain underwriting guidelines in order to obtain financing of the automobile through the Company.

	(2)	Used automobile leases:

		The Company recognizes revenue on the lease of automobiles upon execution of the lease contract, the customer taking possession of the automobile, and lease financing having been approved. Customers are required to meet certain underwriting guidelines in order to obtain lease financing of the automobile through the Company. The Company accounts for all leases as a “sales-type lease”.

	(3)	Consulting and collection services:

		The Company generates revenue from consulting and collections services. These fees include charges for training seminars, performance group seminars, consulting engagements and collection services to the automobile industry. Revenue is recognized when a signed contract has been executed, the services have been delivered, fees are fixed or determinable, collectability is reasonable assured and when all significant obligations have been fulfilled. Therefore, for services that extend over a period of time, revenue is recognized ratably over the term of the contract.

	(4)	Products:

		The Company also generates non-recurring revenue from the sale of various products to automotive dealerships. Revenue is recognized when a signed contract is executed, the product has been delivered, fees are fixed or determinable, collectability is probable and when all significant obligations have been fulfilled. Generally, this occurs at the time of shipment. The Company does not offer product warranties related to these sales.

Lease transactions

To qualify for financing under the new DSC financing agreement, the Company converted a number of existing finance note receivables to lease receivables, in February 2009. All Company financed receivables were eligible for the February 2009 conversion. Since the Company aggregates its receivables to determine the allowance for credit losses, there is no overall adjustment in the credit quality of the Company’s receivables. The Company considered these transactions to be “direct financing leases” and accounted for the leases including the minimum lease payments and the unguaranteed residual value as the gross investment in the lease. The difference between this gross investment and the cost or carrying amount was recorded as unearned income. The unearned income and initial direct costs will be amortized to income over the lease term so as to produce a constant periodic rate of return on the net investment in the lease.

The estimated residual value is reviewed by management quarterly. If the review results in a lower residual estimate than had been previously established, management will then make a determination as to whether the decline is other

than temporary. If the decline is judged to be other than temporary, an adjustment will be made to the residual value. The resulting reduction in the net investment will be recognized as a loss in the period in which the estimate is changed. Management determined no such adjustments were needed during the quarter ended July 31, 2009.

Transfer of Financial Assets

From time to time, the Company has sold portions of its previously generated auto receivable note portfolio and portions of its portfolio acquired in the Star Financial Services transaction. All portfolio sales during this period met the requirements for a sale, and the Company did not retain the right to service the loans.

During the six months ended July 31, 2009, the Company sold approximately $2.95 million of notes receivable for cash. The sale resulted in an immaterial gain.

Use of estimates

Deferred finance costs

Deferred finance costs include the fair value of warrants issued to an existing lender in conjunction with the issuance of the Wells Fargo Preferred Credit line of credit. They will be amortized over the term of the respective financing arrangement. Approximate future amortization of deferred finance costs is as follows as of July 31, 2009:

Periods ending July 31
2010	$	1,348,243
2011		730,298
	$	2,078,541

Prepaid interest

Prepaid interest included the initial interest recorded in conjunction with the issuance of the Wells Fargo Preferred Credit line of credit and is amortized over the term of the respective financing arrangement. Such amount was determined by comparing the cost of the acquired portfolio and other assets to the fair value of such assets acquired, and the difference was recognized as prepaid interest. Approximate future amortization of prepaid interest is as follows as of July 31, 2009:

Periods ending July 31
2010	$	1,035,291
2011		905,880
	$	1,941,171

Share-Based Compensation

The Company uses the fair-value method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on the historical volatility of the Company’s common stock over the expected term of the options. The expected term of options granted to employees is derived using the “simplified method” which computes expected terms as the average of the sum of the vesting term plus the contract term. The risk-free interest rate is based on the U.S. Treasury yield rates in effect at the time of grant for the period of the expected term.

Derivative instruments

The Company generally does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has entered into certain other financial instruments and contracts, such as debt financing arrangements and freestanding warrants with features that are either not afforded equity classification, embody risks not clearly and closely related to host contracts, or may be net-cash settled by the counterparty. These instruments are required to be carried as derivative liabilities, at fair value, in the Company’s consolidated financials.

The Company estimates fair values of derivative financial instruments using the Black-Scholes-Merton or the Monte Carlo Simulation valuation technique, because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex compound derivative instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the Company’s trading market price which has high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s income will reflect the volatility in these estimate and assumption changes.

Allowance for credit losses and concentration of credit risk

The allowance reflects the Company’s best estimate of probable losses inherent in the accounts, notes and lease receivables. The Company determines the allowances based on known troubled accounts, historical experience, underlying collateral, credit quality of customers and other industry and Company economic considerations.

The Company initiates steps to pursue collection of payments for notes or lease receivables upon the customer’s first missed payment. Initial steps may include contacting the customer via telephone, performing a field visit to the customer’s work or home, or activating the automobile’s onboard starter disrupt system. When the initial steps are not successful the Company takes steps to repossess the automobile. Once the automobile is in the Company’s possession, the vehicle is liquidated and the associated receivable account is charged off at the expiration of the applicable State’s statutory notice period for repossessed accounts, which is usually from 0 to 30 days long. In situations where the Company has been unable to successfully repossess the automobile, the account is written off immediately. When a customer’s account becomes severely delinquent (usually 14 days for weekly pay accounts, 30 days for bi-weekly pay accounts and 60 days for monthly pay accounts), the Company suspends accrual of interest income. Notes and lease receivables for accounts held in repossession are fully reserved for in the allowance for credit losses.

The Company maintains an allowance for credit losses on an aggregate basis for the notes and lease receivable portfolio. Management considers the allowance for credit losses to be sufficient to cover estimated losses in the collection of outstanding receivables. The allowance is based primarily upon historical credit loss experience with consideration given to recent credit loss trends, changes in loan characteristics (i.e., average amounts financed and terms of the notes), delinquency levels, collateral values, economic conditions, and underwriting and collection practices. The allowance for credit losses is periodically reviewed by management with any changes reflected in current operations. Although it is at least reasonably possible that events or circumstances could occur in the future that are not presently foreseen which could cause actual credit losses to be materially different from the recorded allowance, the Company believes that it has given appropriate consideration to all relevant factors and has made reasonable assumptions in determining the allowance.

For accounts where the automobile was repossessed, the difference between the loan or lease balance and the fair value of the repossessed automobile (based on the average wholesale selling price at auction) is charged to the allowance for credit losses. Generally, repossessed automobiles are sold at auction. On average, accounts are approximately 90 days past due at the time of write-off. For previously written-off accounts that are subsequently recovered, the amount of such recovery is credited to the allowance for credit losses.

The Company expenses all costs incurred in connection with the process of initiating, refinancing or restructuring notes or lease receivables to include all costs related to underwriting, securing collateral, closing transactions, processing loan documents, and determining credit worthiness.

Three Month Financial Information

The following summary of selected financial information for the three month period ended July 31, 2009 and 2008 is derived from, and should be read in conjunction with, and is qualified in its entirety by reference to, our Condensed Consolidated Financial Statements, including the notes thereto as of and for periods ended July 31, 2009 and 2008.

Three months ended July 31, 2009 compared to the three months ended July 31, 2008

				% of				% of
		July 2009		Revenue		July 2008		Revenue
Revenue	$	12,819,380		100.0	$	8,783,948		100.0
Cost of sales		7,288,277		56.9		5,375,682		61.2
Gross profit		5,531,103		43.2		3,408,266		38.8
Operating expenses		4,125,255		32.2		4,525,019		51.5
Operating income (loss)		1,405,548		10.1		(1,116,753	)	(12.7	)
Interest expense		(1,060,237	)	8.3		(1,877,114	)	21.4
Gain (loss) on derivative instruments		4,709,781		36.7		2,010,476		22.9
Gain on sale of software division		-				2,514,229		28.6
Transaction Costs		(637,500	)	5.0		-
NET INCOME	$	4,417,892		34.5	$	1,530,838		17.4
Income (loss) per common share
Basic	$	0.04			$	0.02
Diluted	$	0.00			$	0.02

Revenue

In the three months ended July 31, 2009, our revenues increased by approximately $4 million compared to the same period ended July 31, 2008. This increase was primarily due to increased used car sales and leases. With a new floor plan funding in place, the Company was able to stock and replenish the stores with a variety of inventory which led to increased sales. The Company’s purchase of Star Financial’s portfolio and the growth of its own portfolio combined to increase interest and lease income by approximately $450,000 from the same period ended July 31, 2008.

Total revenue from car sales and leases during the three months ended July 31, 2009 was $10,775,661 compared to $6,909,797 during the three months ended July 31, 2008, an increase of 56%. This was a result of better inventory at the stores and an overall increase in the average selling price per car.

Total revenue from consulting and collection services during the three months ended July 31, 2009 was $139,612 compared to $412,942, a decrease of $273,330, during the three months ended July 31, 2008. The decrease relates to the July 2008 sale of the software division. The three month period this year includes no software revenue as compared to three month’s revenue in the same period last year.

Interest and lease income for the three months ended July 31, 2009 increased by $442,898 compared to the previous year’s three month period. This increase is due to the increased portfolio size from self generated sales and the acquired Star portfolio.

Consulting and collections services

was sold on July 2, 2008. As of July 2, 2008, our ongoing revenue stream has consisted of new sales and monthly revenue from consulting products, training products, Buy Here-Pay Here performance groups, seminars, other one time dealer assistance, and supply sales. In the beginning of fiscal year 2010, the Company opened a collection facility at the corporate headquarters to provide collection services to both our own stores and independent car dealerships.

Cost of Sales

Our cost of sales expense increased by $1,912,595 for the three months ended July 31, 2009, compared to the previous year’s three month period. Used car costs increased by $1,800,696, due to increased sales and increased cost of our vehicles. Our Consulting and collections cost of sales increased by $111,899 during the three months ended July 31, 2009 due to the increase in collections department staff.

Expenses

For the three months ended July 31, 2009, our personnel expenses increased by $99,120 compared to the previous year’s three month period. This was due to an increase in corporate staff positions. Selling expenses decreased for the three months ended July 31, 2009 by $68,045 due to cost savings measures and a reduction in advertising spending. Professional fees increased by $75,493, due to the use of outside professionals to assist with internal control testing for management and complex tax computations Other operating expenses increased by $110,298 during the three month period ended July 31, 2009, mostly due to cost of living increases in rent and utilities and the expansion of our corporate office.

Interest Expense

Our interest expense and other expenses decreased by $816,877 for the three months ended July 31, 2009, compared to the previous year’s three month period, due to the lower amount of outstanding debt and the lower interest rate on that debt. The outstanding debt was approximately $37.1 million in the prior year as compared to $28.2 million in the current year. Interest expense associated with convertible debenture financings is recognized based on the effective interest method, and interest expense is therefore expected to increase due to increased carrying values.

Gain/Loss on Derivative Instruments

For the three months ended July 31, 2009, we incurred a non-cash gain of $4,709,781 as a result of the fair value adjustment of outstanding derivative instruments which is based primarily on fluctuations in our stock price. During the three months ended July 31, 2008, we incurred a non-cash gain of $2,010,476. We expect gains and losses on derivative instruments in the future while the convertible debentures, the host instrument of the derivative liabilities, and related warrants remain outstanding.

Provision for credit losses

As of July 31, 2009, the total Carbiz Auto Credit loan portfolio was approximately $16.9 million and the net investment in lease receivables was approximately $11.5 million. The allowance for doubtful accounts at the same date was approximately $5.8 million for the vehicle loan portfolio, and $2.8 million for the net investment in leases, a total of $8.6 million. The provision for credit losses decreased by $758,625, mostly attributable to large blocks of consumer notes written off in the prior year. Those notes were from the acquired Calcars portfolio.

Six Month Financial Information

The following summary of selected financial information for the six months ended July 31, 2009 and 2008 is derived from, and should be read in conjunction with, and is qualified in its entirety by reference to, our interim financial statements, including the notes thereto, for periods ended July 31, 2009 and 2008.

Six months ended July 31, 2009 compared to the six months ended July 31, 2008

				% of				% of
		July 2009		Revenue		July 2008		Revenue
Revenue	$	21,334,757		100.0	$	17,707,220		100.0
Cost of sales	$	12,156,056		57.0	$	10,175,375		57.5
Gross profit	$	9,178,701		43.0	$	7,531,845		42.5
Operating expenses	$	7,976,143		37.4	$	8,715,225		49.3
Operating income (loss)	$	1,202,558		5.6	$	(1,219,380	)	(6.9	)
Interest expense	$	(2,022,069	)	9.5	$	(3,783,535	)	21.4
Gain (loss) on derivative instruments	$	(53,319	)	0.3	$	4,044,824		22.8
Gain on sale of software division	$	-			$	2,514,229		14.2
Transaction Costs	$	(637,500	)	3.0	$	-
Gain on debt extinguishment	$	33,199,287		125.6	$	-
NET INCOME (LOSS)	$	31,688,957		148.5	$	1,556,148		8.7
Income (loss) per common share
Basic	$	0.04			$	0.02
Diluted	$	0.00			$	0.02

Revenue

In the six months ended July 31 2009, our revenues increased by approximately $3.6 million as compared to the same period ended July 31, 2008. This increase was primarily due to increased used car sales and leases. With a new floor plan funding in place, the Company was able to stock and replenish the stores with a variety of inventory which led to increased sales. The Company’s purchase of Star Financial’s portfolio and the growth of its own portfolio combined to increase interest and lease income by approximately $450,000 from the same period ended July 31, 2008.

Total revenue from car sales and leases during the six months ended July 31, 2009 was $17,633,862 compared to $13,409,831 during the six months ended July 31, 2008, an increase of 31%. This was a result of better inventory at the stores and an overall increase in the average selling price per car.

Total revenue from consulting and collection services during the six months ended July 31, 2009 was $325,012 compared to $988,259, during the six months ended July 31, 2008, a decrease of $663,247 . The decrease relates to the July 2008 sale of the software division. The six month period this year included no software revenue as compared to six month’s revenue in the same period last year.

Interest and lease income for the six months ended July 31, 2009 increased by $66,753 compared to the previous year’s six month period. This slight increase is the result of a higher portfolio balance from period to period.

Cost of Sales

Our cost of sales expense increased by $1,980,681 for the six months ended July 31, 2009, compared to the previous year’s six month period. Used car costs increased by $2,011,819 due to increased sales and increased cost of our vehicles. Our Consulting and collections cost of sales decreased by $31,138 during the six months ended July 31, 2009 due to the sale of the software operations in July 2008, and the subsequent reduction of staff and overhead.

Expenses

For the six months ended July 31, 2009, our personnel expenses increased by $18,837 compared to the previous year’s three month period. This was due to an increase in corporate staff positions. Selling expenses decreased for the six months ended July 31, 2009 by $104,371 due to cost savings measures and a reduction in advertising spending. Professional fees decreased by $110,615, because in the prior year, the Company needed additional legal and accounting assistance due to the Midwest and Houston portfolio acquisitions. Other operating expenses increased by $179,692 during the six month period ended July 31, 2009, mostly due to cost of living increases in rent and utilities and the expansion of our corporate office.

Interest Expense

Our interest expense and other expenses decreased by $1,761,466 for the three months ended July 31, 2009, compared to the previous year’s three month period, due to the lower amount of outstanding debt and the lower interest rate on that debt. The outstanding debt was approximately $37.1 million in the prior year as compared to $28.2 million in the current year. Interest expense associated with convertible debenture financings is recognized based on the effective interest method, and interest expense is therefore expected to increase due to increased carrying values. The current line of credit balance reflects the total borrowed against the acquired loan portfolios and newly generated sales at the Midwest and Texas locations.

Gain/Loss on Derivative Instruments

For the six months ended July 31, 2009, we incurred a non-cash loss of $53,319 as a result of the fair value adjustment of outstanding derivative instruments which is based primarily on fluctuations in our stock price. During the six months ended July 31, 2008 we incurred a non-cash gain of $4,044,834. We expect gains and losses on derivative instruments in the future while the convertible debentures, the host instrument of the derivative liabilities, and related warrants remain outstanding.

Gain on debt forgiveness

During the six months ended July 31, 2009, we had a $33.2 million gain on extinguishment of debt. $24.4 million of the extinguishment gain came from the DSC debt forgiveness of $31.4, less the cost of converting our financed receivables to leases of approximately $4.6 million, the fair value of the DSC warrants issued, of approximately $1.4 million, the write off of deferred financing costs of approximately $600,000 and the additional DSC origin and commitment fees of $370,000. The remaining $8.8 million gain on debt extinguishment was derived from a modification of the Trafalgar debenture agreement. There was no such gain in the six months ended July 31, 2008.

Consulting and collections services

Through June 30, 2008, this segment of our business consisted of new sales and monthly revenue for software products and new sales and other related products including revenue from credit bureau fees, supply sales, and forms programming, and new sales and monthly revenue for consulting products. The software operation of this segment was sold on July 2, 2008. As of July 2, 2008, our ongoing revenue stream has consisted of new sales and monthly revenue from consulting products, training products, Buy Here-Pay Here performance groups, seminars, other one time dealer assistance, and supply sales. In the beginning of fiscal year 2010, the Company opened a collection facility at the corporate headquarters to provide collection services to both our own stores and independent car dealerships.

Provision for credit losses

Significant Financing Arrangements

Trafalgar Secured Subordinated Debenture Financings

January 2009 and subsequent modifications

In January 2009, the Company executed another debenture modification agreement with Trafalgar which terms were effective on February 20, 2009 (the “February 2009 modification”). The February 2009 modification was made pursuant to the Company modifying the terms of the Company’s other debt arrangements including the revolving line-of-credit, term and floor plan notes payable, which were also effective February 20, 2009. Pursuant to the February 2009 modification, Trafalgar revised the payment terms related to certain of the convertible debentures. Debenture principal and interest payments are due as follows: $250,000 in March 2009; $50,000 per month April 2009 through December 2009; $100,000 per month January 2010 through August 2010; and the remaining balance of approximately $5,100,000, in September 2010, so long as the Company holds consumer notes that are not in default from its BHPH business which have an aggregate balance of at least $10 million and only if cash on hand exceeds its payables by at least $1 million. A further modification was made by Trafalgar which allowed the Company to further modify the terms of the its loan agreements with DSC.

Additional Unsecured Subordinated Debenture Financing

On April 27, 2009, the Company issued 980,392 shares to Trafalgar at a conversion price of $0.08 for a partial conversion of the Senior Convertible Debenture. On February 19, 2009, a holder of certain of the Company’s October 1, 2007 convertible debentures converted $50,000 principal and $8,196 of accrued interest due under the debentures into 619,102 shares of common stock of the Company. The conversion price was $0.094. The holder is the spouse of a member of the board of directors. On February 16, 2009, 11,073,419 shares of common stock were issued upon exercise, by a Company director, of outstanding warrants issued as part of the previously reported October 6, 2004 sale of convertible debentures. The Company received proceeds of $996,578 based on the CDN$ 0.12 warrant exercise price. On February 16, 2009, the Company issued 289,332 shares of common stock upon exercise of outstanding warrants issued as part of the October 1, 2007 convertible debenture financing. The Company received proceeds of $33,273 at exercise prices of $0.01 (72,333 shares), $0.10 (72,333 shares), $0.15 (72,333 shares), and $0.20 (72,333 shares). The warrant holder was a member of the board of directors.

Senior Credit Facilities

Dealer Services Corporation

On January 16, 2009, we entered into an Asset Purchase Agreement with Dealer Services Corporation (“DSC”) and the bankruptcy Trustee of SWC Services LLC (“Trustee”), pursuant to which DSC agreed to purchase and the Trustee agreed to transfer and assign to DSC all of the rights and interest of SWC under the Loan Agreement and the other documents entered into by us and the various guarantors in connection with the SWC Loan Agreement (collectively, the “Loan Documents”).

The Asset Purchase Agreement provided that, in consideration for the transfer to DSC of SWC’s rights in the Loan Documents, DSC would pay to the Trustee the sum of $12,000,000. The final order was effective on February 20, 2009, and $12,000,000 was paid to the Trustee, and upon receipt of such amount the Trustee transferred to DSC its liens and encumbrances in and to our automobile inventory.

The Asset Purchase Agreement also provided that the Loan Agreement would be amended, effective as of February 20, 2009, pursuant to the terms of the Third Amended and Restated Loan and Security Agreement by and between us, DSC and the other parties thereto (the “New Loan Agreement”). The New Loan Agreement substantially revised the terms of the Loan Agreement, and provided that DSC would forgive all of the outstanding balance due under the SWC Loan Agreement in excess of $12,000,000. At February 20, 2009, there was a total balance of approximately $43.3 million borrowed under the SWC credit facilities. The forgiveness of such amount resulted in us recognizing income in the our fiscal year 2010 for both financial reporting and federal income tax purposes in the amount of the difference between the amount owed as of the closing date and $12,000,000, less the amount of any costs incurred.

We incurred normal transaction costs including commitment fees and legal costs related to the restructuring of current notes receivable as required under the New Loan Agreement. For tax purposes it is anticipated that we will apply IRC Section 108 to the gain associated with the forgiveness of SWC debt in fiscal year 2010. We believe that we have net operating loss carry forwards (NOLs) available that will be adequate to absorb any remaining taxable income. However, as a consequence of using IRC Section 108, these NOLs will most likely be reduced to zero in the year following the transaction. There may also be other adjustments that we must make that would have the effect of deferring any potential income tax liabilities. We believe that beyond the reduction of the NOLs that these other adjustments will not have a material impact on our consolidated financial position.

As DSC primarily provides financing to automobile dealers who lease automotive vehicles to consumers, the New Loan Agreement provided that we had to convert a number of outstanding notes receivable due from consumers who have purchased vehicles from us into closed-end leases or pay a substantial penalty to DSC. Under the New Loan Agreement, we delivered to DSC a set of conversion documents, consisting of a signed closed-end lease and a bill of sale for each vehicle, with respect to vehicles with an aggregate Floor Plan Value (as defined below) of approximately $9,000,000. We incurred costs of approximately $4.6 million in connection with the conversion of these notes receivable, including incentives to borrowers under the notes receivables. The New Loan Agreement provides us with floor plan financing, and generally provides that all advances borrowed to purchase vehicles must be repaid ratably over a two-year period, or upon the sale of the associated vehicle. For loans which are converted to closed-end leases, the two years will commence on the date of conversion. The total credit limit under the New Loan Agreement, as amended, is $19,500,000, which includes the $12,000,000 paid to the Trustee under the Asset Purchase Agreement. As amounts are repaid to DSC, we will be able to re-borrow funds to purchase additional vehicles; provided however, that all advances under the New Loan Agreement are at the sole discretion of DSC. The interest rate for all advances under the floor plan facility, including the amount paid to the Trustee for our inventory of vehicles and all vehicles subject to the conversion documents, will be variable, based upon published rates of DSC. The effective rate as of July 31, 2009 was approximately 21.94% and our outstanding balance at July 31, 2009 is $15,636,084.

All of the financial covenants contained in the prior Loan Agreement have been deleted from the New Loan Agreement and replaced by an obligation for us to maintain a minimum of $3,500,000 of accounts receivable. As was the case under the previous Loan Agreement, the obligation to pay all amounts due under the New Loan Agreement is secured by a pledge to DSC of all of our assets. Also, Carl Ritter, our Chief Executive Officer, has pledged his shares of our Company’s common stock (3,944,112 shares) to DSC as additional collateral.

In connection with entering into the New Loan Agreement, we paid DSC a loan origination fee of $120,000 and a commitment fee of $250,000. In addition, on February 20, 2009, we issued to DSC warrants to purchase 9,718,289 shares of the Company’s common stock at a purchase price of $.03 per share, which was the share price in late December/early January when the Company and DSC began negotiating the terms of the New Loan Agreement. The warrants will expire on February 28, 2014. We have agreed to enter into a registration rights agreement on or before December 31, 2010, pursuant to which we will be required to register for resale by DSC the shares to be issued to DSC under the warrant, and to use our commercially reasonable efforts to obtain all necessary consents to enter into such agreement.

In connection with entering into the Asset Purchase Agreement and the New Loan Agreement, we, DSC and Trafalgar Capital Specialized Investment Fund, Luxembourg (“Trafalgar”), entered into a Fifth Amendment To and Reaffirmation Of Subordination and Inter-creditor Agreement, dated January 14, 2009, amending the Subordination and Inter-creditor Agreement between Trafalgar and DSC, as SWC’s assignee of that agreement. Under the Fifth Amendment, Trafalgar consented to the execution and delivery of the New Loan Agreement.

In connection with the closing of the Asset Purchase Agreement and the New Loan Agreement, the Company requested that Ross Quigley, a director and significant shareholder of the Company, exercise certain warrants previously issued to him to purchase 11,073,419 shares of Company common stock at CDN$.12 per share, 72,333 shares at US$.20 per share, 72,333 shares at US$.15 per share, 72,333 shares at US$.10 per share and 72,333 shares at US$.01 per share, in order to provide additional equity financing to the Company. As a condition to such purchase, Mr. Quigley requested that the Company issue to him an additional warrant to purchase up to 10 million shares of Company common stock at any time prior to February 20, 2014 for US$.08 per share (the “New Quigley

Warrant”) and, upon approval of the transaction by the Board of Directors, the Company agreed to issued such warrant to Mr. Quigley. On February 20, 2009, Mr. Quigley delivered $750,000 of the $1,029,861 to exercise the warrants to the Company. The remaining balance of $279,861 was paid on March 13, and the Company issued 11,362,751 shares of common stock to Mr. Quigley.

Under the warrant issued to DSC in connection with the New Loan Agreement (the “Existing DSC Warrant”), the issuance of the New Quigley Warrant would have required the Company to increase the 9,718,289 shares issuable under the Existing DSC Warrant to 10,222,604 shares and reduce the exercise price for all of the shares issuable under the Existing DSC Warrant from $0.03 per share to $0.02852 per share. However, DSC agreed that in lieu of the Company increasing the number of shares issuable under the Existing DSC Warrant and reducing the exercise price for all of the shares issuable under the Existing DSC Warrant, the Company could issue to DSC a new warrant to purchase up to 750,000 shares of Company common stock at any time prior to February 20, 2014 for $.08 per share (the “New DSC Warrant”). The Company has issued such warrant to DSC.

On February 25, 2009, the Company, its operating subsidiaries and DSC further amended and restated the New Loan Agreement pursuant to the terms of the Fourth Amended and Restated Loan and Security Agreement (the “Fourth Loan Agreement”).

The Fourth Loan Agreement provides for the inclusion of five new Carbiz subsidiaries in the credit facility. Four of these subsidiaries have been formed to carry out the business of the Company in Indiana, and one has been formed to carry out the business of the Company in Nebraska. Under the Fourth Loan Agreement and the promissory notes executed by the operating subsidiaries thereunder, the amount of available credit was expanded from $14 million to $19.5 million.

In connection with entering into the Fourth Loan Agreement, the Company, DSC and Trafalgar entered into a Sixth Amendment To and Reaffirmation Of Subordination and Inter-creditor Agreement, dated February 23, 2009, amending the Subordination and Inter-creditor Agreement between Trafalgar and DSC. Under the Sixth Amendment, Trafalgar consented to the execution and delivery of the Fourth Loan Agreement and the performance of the terms thereof.

Wells Fargo

On June 15, 2009, all of the Company's direct and indirect subsidiaries (the "Borrowers") entered into the WF Loan Agreement dated June 15, 2009 with Wells Fargo Preferred Capital, Inc. Under the WF Loan Agreement, Wells Fargo committed to loan the Borrowers up to (i) $15,000,000 through and including December 31, 2009, (ii) $17,000,000 commencing January 1, 2010 through and including March 31, 2010 and (iii) $20,000,000 thereafter. The purpose of the credit facility is to finance receivables generated by the Company from the sales of used vehicles. The Borrowers may borrow up to 55% of the outstanding amount due under eligible receivables, as defined in the WF Loan Agreement, other than receivables acquired from Star Financial Services in June 2009. With respect to the receivables acquired from Star, they may borrow up to 95% of the amount outstanding under such receivables through the 60th day following the date of the WF Loan Agreement and 90% thereafter.

The WF Loan Agreement is subject to certain borrowing limitations, and includes certain financial and restrictive covenants, including but not limited to covenants requiring the maintenance of minimum EBITDA and debt to equity ratios. The credit facility will terminate on June 30, 2011.

Loans will bear interest at an annual rate equal to the three-month London Interbank Offered Rate plus 3.35% An unused line fee of 0.25% per annum is charged on the unused portion of the credit facility on a monthly basis, and the Company must pay Wells Fargo an administrative fee of $1,000 per month.

Amounts due to Wells Fargo under the WF Loan Agreement are secured by a security interest in all of the personal property of the Borrowers, and guaranteed by the Company under a Guaranty Agreement.

The Borrowers initial draw under the WF Loan Agreement was $10,303,665, $8,153,665 of which was used to pay the indebtedness of Star to WF.

The total Wells Fargo debt outstanding at July 31, 2009 was $11,616,397.

Liquidity and Capital Resources

As of July 31, 2009 and January 31, 2009, we had $818,325 and $674,624, respectively, in cash and cash equivalents. During the six month period ended July 31, 2009, we decreased our accounts payable and accrued liabilities by $685,681, which totaled $3,841,360 at July 31, 2009.

During the six months ended July 31, 2009, we issued approximately 980,392 shares of common stock at a conversion price of $0.0765 in a Trafalgar convertible debenture conversion. Approximately $19,000 of the payment was charged to interest expense, and the remaining amount went to several of the financial instrument’s derivative components. Accordingly, no future cash will be required to pay off this portion of the debentures.

In January 2009, the Company executed another debenture modification agreement with Trafalgar which terms are effective on February 20, 2009 (“February 2009 modification”). The February 2009 modification was made pursuant to the Company modifying the terms of the Company’s other debt arrangements including the revolving line-of-credit, term and floor plan notes payable, which were also effective February 20, 2009 (See Note 5). Pursuant to the February 2009 modification, Trafalgar revised the payment terms related to certain of the convertible debentures. Debenture principal and interest payments are due as follows: $250,000 in March 2009; $50,000 per month April 2009 through December 2009; $100,000 per month January 2010 through August 2010; and the remaining balance of approximately $5.1 million in September 2010, so long as the Company holds consumer notes that are not in default from its BHPH business which have an aggregate balance of at least $10 million and only if cash on hand that exceeds its payables by at least $1 million.

In February 2009, we completed a restructuring of our floor plan and receivables financing with DSC as discussed in Senior Credit facilities above. Our restructured debt agreement provides us with a maximum credit facility of $7.5 million for floor plan and receivables financing. Although we had approximately $43.3 million of outstanding notes payable as of the date of restructuring, effective February 20, 2009, the Company is only obligated to repay $12 million of this amount due to the restructuring with SWC and DSC. The $12.0 million is payable in installments over the next 24 months based upon the underlying auto lease agreements.

On June 15, 2009, the Company obtained a revolving line of credit with Wells Fargo Preferred Capital for up to $20 million that will finance up to 55% of the Company’s eligible financed notes receivable. The revolving line of credit is a 2 year commitment and interest is payable monthly.

We have incurred significant net losses and negative cash flows from operations, although the gain on debt restructuring during the six months ending July 31, 2009 offset this trend and decreased our stockholders’ deficit. At July 31, 2009, we had a stockholders’ deficit of $665,000 versus $34.7 million at January 31, 2009. The continued worldwide financial and credit crisis has strained investor liquidity and contracted credit markets. If this environment continues or worsens, it may make the future cost of raising funds through the debt or equity markets more expensive or make those markets unavailable at a time when we require additional financial investment. If we are unable to attract additional funds it may adversely affect our ability to achieve our development and commercialization goals, which could have a material and adverse effect on our business, results of operations and financial condition. As a result of our previous lack of financial liquidity and negative stockholders’ equity, there is substantial doubt about our ability to continue as a “going concern”.

During the six months ending July 31, 2009 a board member warrant holder exercised 11,762,351 common stock warrants with proceeds of $1,029,851.

With the Company’s new financing agreements in place and our existing cash and cash equivalents are believed by management to be sufficient to finance planned operations, debt repayment obligations and capital expenditures through the second quarter of fiscal year 2012, but in order to proceed with the Company’s current expansion plan for operations in the Buy-Here-Pay-Here and Lease-Here-Pay-Here industries, additional capital may be required. The Company’s ability to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as business performance. There can be no assurance that the Company will be successful in these

efforts to arrange additional financing, if needed, on terms satisfactory to it or at all. Available resources may be consumed more rapidly than currently anticipated, resulting in the need for additional funding sooner than anticipated. The failure to obtain adequate financing could result in a substantial curtailment of the Company’s operations. Accordingly, the Company anticipates that it may be required to raise additional capital through a variety of sources, including:

public equity markets;
private equity financings;
public or private debt; and
exercise of existing warrants and stock options.

As of July 31, 2009, payments due by us over the next five fiscal years for operating and capital leases, and long-term debt are approximately as follows:

		Less Than		One to Three		Three to Five		Greater than
		One Year		Years		Years		Five Years		Total
Operating Leases	$	1,330,440	$	1,462,671	$	871,586	$	1,309,086	$	4,973,783
Long-Term Debt		12,394,817		15,833,763						28,228,580
Convertible Debentures		96.935		472,649						569,584
	$	13,822,192	$	17,769,083	$	871,586	$	1,309,086	$	33,771,947

Off-Balance Sheet Arrangements

As of July 31, 2009, we do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required

Item 4T. Controls and Procedures

Disclosure Controls

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the last day of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were operating effectively to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Disclosure controls and procedures include without limitations, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the exchange Act is accumulated and communicated to the issuer’s management, included the Certifying Officers, to allow timely decisions regarding required disclosures.

Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. There were no changes in our internal control over financial reporting during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not aware of any material legal proceedings against us nor are we currently a party to any material legal proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 4. Submission of Matters to a Vote of Security Holders

Our Annual Meeting of Shareholders was held at the Ritz-Carlton at 1111 Ritz-Carlton Dr., Sarasota, Florida on June 19, 2009 at 4:00 p.m. Our shareholders voted on two items, with results as indicated:

(1)	The election of ten directors to serve until the next annual meeting of shareholders:

Director	No. of Shares	No. of Shares	No. of Shares
	Voted For	Voted Against	Withheld
Carl Ritter	77,986,612	39,363	0
Ross Quigley	77,986,612	39,363	0
Richard Lye	77,986,612	39,363	0
Theodore Popel	77,986,612	39,363	0
Stanton Heintz	77,986,612	39,363	0
Christopher Bradbury	77,986,612	39,363	0
Wallace Weylie	77,986,612	39,363	0
Vernon Haverstock	77,986,612	39,363	0
Gene Tomsic	77,986,612	39,363	0
Brandon Quigley	77,986,612	39,363	0

(2)	The appointment of Cherry, Bekaert & Holland, L.L.P., Certified Public Accountants as Auditor of the Corporation until the next annual General Meeting.

No. of Shares	No. of Shares		No. of
Voted For	Voted Against	No. of Abstentions	Broker Non-Votes
78,025,975	-	-	-

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed (or incorporated by reference herein) as part of this Form 10-Q:

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CARBIZ INC.



Date: December 1, 2009	/s/ Stanton Heintz
	Stanton Heintz
	Chief Financial Officer

Carbiz Inactive 10-Q/A2010 Q2 Quarterly report (amended)