Edgar Filing: PURCHASE POINT MEDIA CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____________to_____________

Commission File Number: 000-25385

POWER SPORTS FACTORY, INC.

(Exact name of registrant as specified in its charter)

MINNESOTA		41-1853993
(State of other jurisdiction of incorporation organization)		(I.R.S. Employer Identification No.)

6950 Central Highway, Pennsauken, NJ		08109
(Address of principal executive offices)		(Zip Code)

(856) 488-9333

Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, No Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

Indicate by checkmark if the registrant is not required to file reports to Section 13 or 15(d)Of the Act.

o Yes o No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. (Check One):

Large accelerated filer o Accelerated filer o

Non-accelerated filer o 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).o Yes x No

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter was $9,524,202.

Number of shares of Common Stock outstanding as of April 9, 2009: 41,080,834.

Documents incorporated by reference: None

POWER SPORTS FACTORY, INC.

INDEX

		Page
Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Submission of Matters to a Vote of Security Holders	8
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8.	Financial Statements and Supplementary Data	13
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
Item 9A (T).	Controls and Procedures	29
Item 9B.	Other Information	29
Item 10.	Directors, Executive Officers, Promoters, Control Persons and Corporate Governance	30
Item 11.	Executive Compensation	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item 13.	Certain Relationships and Related Transactions, and Director Independence	34
Item 14.	Principal Accountant Fees and Services	34
Item 15.	Exhibits and Financial Statement Schedules	35

PART I

This Annual Report on Form 10-K contains forward-looking statements that have been made pursuant to the provisions of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995 and concern matters that involve risks and uncertainties that could cause actual results to differ materially from historical results or from those projected in the forward-looking statements. Discussions containing forward-looking statements may be found in the material set forth under “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Form 10-K. Words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or similar words are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Annual Report on Form 10-K. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations.

Readers should carefully review and consider the various disclosures made by us in this Report, set forth in detail in Part I, under the heading “Risk Factors,” as well as those additional risks described in other documents we file from time to time with the Securities and Exchange Commission, which attempt to advise interested parties of the risks, uncertainties, and other factors that affect our business. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.

Item 1. Business.

General

Power Sports Factory, Inc. (the “Company”, “we” or “us”) was organized under the laws of the State of Minnesota on June 28, 1996. We changed our name to Power Sports Factory, Inc. from Purchase Point Media Corp. effective June 10, 2008, to reflect the acquisition in September 2007 of a Delaware corporation of the same name. Through the acquisition in 1997 of a Nevada corporation, we acquired the trademark, patent and exclusive marketing rights to, and invested in the development of a grocery cart advertising display device called the last word®, a clear plastic display panel that attaches to the back of the child’s seat section in supermarket shopping carts.

Since this business remained in the development stage, our Board of Directors determined to acquire an operating business, and on April 24, 2007, we entered into a Share Exchange and Acquisition Agreement (the “Share Exchange Agreement”), with Power Sports Factory, Inc., a Delaware corporation with offices in Pennsauken, New Jersey (“PSF” or “Power Sports Factory”), and the shareholders of PSF. On May 14, 2007, we had issued 60,000,000 shares of Common Stock to Steve Rubakh, the major shareholder of PSF, and on August 31, 2007, entered into an amendment to the Share Exchange Agreement, that provided for a completion of the acquisition of PSF at a closing (the “Closing”) which was held on September 5, 2007. The Share Exchange Agreement provided for our acquiring all of the outstanding shares of PSF in exchange for shares of the Company’s Common Stock, for the change of our name to Power Sports Factory, Inc. and a 1:20 reverse split (the “Reverse Split”) of our outstanding common stock, both of which were effective June 10, 2008, pursuant to a definitive information statement filed with the Securities and Exchange Commission. Following effectiveness of the Reverse Split, each share of Preferred Stock was converted into 10 shares of our Common Stock.

Our Business

Power Sports Factory

PSF was formed in Delaware in June, 2003, and imports, markets, distributes and sells motorcycles and scooters. Through PSF’s manufacturing relationships in China, it began to import and sell Power Sports products in the United States. Its products have been marketed mainly under the “Strada” and “Yamati”, and recently under the “Andretti”, brands. At the beginning of 2007, PSF made the determination to focus primarily on the sales and distribution of motor scooters. PSF now sells the motor scooters that it imports primarily to power sports dealers and a small portion through the internet.

The Motor Scooters That We Sell

Motor scooters are step-through or feet-forward vehicles with automatic transmissions. The motor scooter is engine-powered, with the drive system and engine usually attached to either the rear axle or fixed under the seat of the vehicle. They range in engine size from 49.50cc to 600cc with the 150cc and higher motor scooters most capable of sustained highway speeds and capabilities to keep up with regular motorcycles. Majority of motor scooters can be used on highways, but in certain states, 49.50cc scooters may only be used on certain types of roads, such as within the city limits.

The motor scooters that we sell have engine sizes ranging from 49.50cc to 300 cc, with wheel sizes from 10” to 16”. Most of motor scooters require a valid drivers' license and a motorcycle registration. They comply and adhere to DOT safety and comfort standards too and hence, have good brakes, suspension, strength, power, and other things.

Our Manufacturing and Licensing Rights

On May 15, 2007, PSF signed an exclusive licensing agreement with Andretti IV, LLC. Andretti IV, LLC, has the rights to the personal name, likeness and endorsement rights of certain members of the Mario Andretti family. This agreement allows PSF to use the Andretti name to brand scooters for the next 10 years assuming minimum license fees are met.

On January 20, 2009, we entered into a Restructuring Agreement, amending our June 27, 2008 licensing agreement with Andretti IV, LLC (“Andretti”), with respect to payments due for the year 2008. As of December 31, 2008, the Company had a balance of $540,000 due to Andretti. Under the Restructuring Agreement, we agreed to pay $250,000 to Andretti by February 6, 2009, issued a promissory note to Andretti in the principal amount of $87,000, due March 30, 2009, and converted $58,000 of the 2008 debt into 1,000,000 shares of our common stock. Upon receipt of these payments, including payment in full of the promissory note due March 30, 2009, Andretti agreed to forgive the remaining balance of license fees owed for 2008. This agreement is pending payment..

We have an exclusive manufacturing arrangement for the territory of the United States and Puerto Rico with one of the largest manufacturers in China for our Andretti branded line of motor scooters, utilizing the designs of an Italian company purchased by this manufacturer. We have to meet certain annual volume requirements for different models of scooters we purchase under this arrangement. We purchase motor scooters from other manufacturers from time to time.

Product Warranty Policies

Our product warranty policy is two years on major parts or 5,000 miles and three years on engines. In addition, the manufacturers of our parts and vehicles have their own warranty policies that limit our financial exposure to a certain extent during the first year of the warranty on major parts.

Marketing

We have two employees (other than our officers) involved in sales and marketing. We have relationships with over 200 dealers.

Competition

The motorscooter industry is highly competitive. The Company’s competitors include specialty companies as well as large motor vehicle companies with diversified product lines. Competitors of the company in the motorcycle and scooter category include Honda, Yamaha, Piaggio/Vespa, Keeway, Genuine Motor Company, Kymco, and United Motors. A number of our competitors have significantly greater financial, technological, engineering, manufacturing, sales, marketing and distribution resources than Power Sports Factory. Their greater capabilities in these areas may enable them to better withstand periodic downturns in the motorscooter industry, compete more effectively on the basis of price and production and more quickly develop new products. In addition, new companies may enter the markets in which Power Sports Factory competes, further increasing competition. Power Sports Factory believes its ability to compete successfully depends on a number of factors including the strength of licensed brand names, effective advertising and marketing, impressive design, high quality, and value.

Additionally, our manufacturers may have relationships with our competitors in some or all markets or product lines. Pricing and supply commitments may be more favorable to our competitors. Power Sports Factory may not be able to compete successfully in the future, and increased competition may adversely affect our financial results.

We believe that market penetration in this segment is difficult and, among other things, requires significant marketing and sales expenditures. Competition in this market is based upon a number of factors, including price, quality, reliability, styling, product features, customer preference, and warranties. We intend to compete based on competitively based pricing, quality of product offering, service, support, and styling.

Government Regulation

The motorcycles and scooters we distribute are subject to certification by the U.S. Environmental Protection Agency (“EPA”) for compliance with applicable emissions and noise standards, and by California regulatory authorities with respect to emissions, tailpipe, and evaporative emissions standards. All motorscooters, components and manufactured parts are subject to Department of Transportation (“DOT”) standards. Certain states have minimum product and general liability and casualty insurance liability requirements prior to granting authorizations or certifications to distributors to sell motor vehicles and scooters. Without this insurance we are not permitted to sell these vehicles to motor vehicle dealers in certain states. We have secured product liability policy coverage of $2 million per occurrence. While we believe that this policy limit will be sufficient initially in order to qualify us to do business, the insurance requirements that are imposed upon us may vary from state to state, and will increase if and as sales increase or as the products we offer increase in variety. Additionally, these insurance limits do not represent the maximum amounts of our actual potential liability and motor vehicle liability tort claims may exceed these claim amounts substantially. No assurance can be made that we will be able to satisfy each state’s insurance coverage requirements or that we will be able to maintain the policy limits necessary from time to time in order to permit sales of our products in various jurisdictions that require such coverage and, if a liability arises, no assurance can be made that these insurance limits will be sufficient.

Agent for Service of Process

To comply and maintain with Federal regulations under National Highway Traffic Safety Administration (“NHTSA”), we act as Agent for Service of Process for all the products manufactured under the “Yamati” and “Strada” brand names.

Intellectual Property

We have trademarks for our “Power Sports Factory” brand name with the U.S. Patent and Trademark Office.

Employees

As of January 1, 2009, we had four employees (excluding our two executive officers), all of whom are employed at our Pennsauken, New Jersey offices. All of our employees were employed on a full-time basis including two salespersons and two operations persons. We are not a party to a collective bargaining agreement with our employees and we believe that our relationship with our employees is satisfactory.

Item 1A. Risk Factors.

Some of our customers rely on financing with third parties to purchase our products and such financing may be difficult to obtain.

We rely on sales of our products to distributors and customers to generate cash from operations. A significant portion of our sales are financed by third party finance companies on behalf of our customers. The availability of financing by third parties is affected by general economic conditions and the credit worthiness of our customers. Deterioration in the credit quality of our customers could negatively impact the ability of our customers to obtain the financing they need to make purchases of our products. Given the current economic conditions, and the more limited liquidity in our credit markets, there can be no assurance that third party finance companies will continue to extend credit to our customers as they have in the past. These economic conditions could have a material adverse effect on demand for our products and on our financial condition and operating results.

Our business is affected by the cyclical nature of the markets we serve.

Demand for our products depends upon general economic conditions in the markets in which we compete. Our sales depend in part upon our customers’ new purchases in favor of continuing to use or repairing existing transportation. Downward economic cycles may result in reductions in sales of our products, which may reduce our profits. There can be no assurance, however, that we will be able to maintain our sales volume given the negative impact of the recent deterioration in economic conditions.

We could face limitations on our ability to access the capital markets.

Our ability to access the capital markets to raise funds through the sale of equity or debt securities is subject to various factors, including general economic and/or financial market conditions. The current conditions of the financial markets have adversely affected the availability of credit and liquidity resources and our access to capital markets is limited until stability re-emerges in these markets.

We will require additional financing to sustain operations and, without it, we may not be able to continue operations.

We require additional financing to sustain operations. Our inability to raise additional working capital at all or to raise it in a timely manner may negatively impact our ability to fund the operations, to generate revenues, and to otherwise execute the business plan, leading to the reduction or suspension of the operations and ultimately termination of the business. If we obtain additional financing by issuing debt securities, the terms of these securities could restrict or prevent the Company from paying dividends and could limit flexibility in making business decisions.

Our future success depends on our ability to respond to changing consumer demands, identify and interpret trends in the industry and successfully market new products.

The motor scooter industry is subject to rapidly changing consumer demands, technological improvements and industry standards. Accordingly, we must identify and interpret vehicle trends and respond in a timely manner. Demand for and market acceptance of new products are uncertain and achieving market acceptance for new products generally requires substantial product development and marketing efforts and expenditures. If we do not continue to meet changing consumer demands and develop successful product lines in the future, the Company’s growth and profitability will be negatively impacted. If radical changes in transportation technology occur, it could significantly diminish demand for our products. If we fail to anticipate, identify or react appropriately to changes in product style, quality and trends or is not successful in marketing new products, we could experience an inability to profitably sell our products even at lower cost margins. These risks could have a severe negative effect on our results of operations or financial condition.

Our product offering is currently heavily concentrated.

The Company currently concentrates on the sale of motor scooters. If consumer demand for motor scooters in general, or the Company’s offerings specifically, wanes or fails to grow, our ability to sell motor scooters may be significantly impacted.

Our business and the success of our products could be harmed if Power Sports Factory is unable to maintain their brand image.

Our success is heavily dependent upon the market acceptance of our Andretti and Yamati branded lines of motor scooters. If we are unable to timely and appropriately respond to changing consumer demand, the brand names and brand images Power Sports Factory distributes may be impaired. Even if we react appropriately to changes in consumer preferences, consumers may consider those brand images to be outdated or associate those brands with styles of vehicles that are no longer popular. We invest significantly in our branded presentation to the marketplace. Lack of acceptance of our brands will have a material impact on the performance of the Company.

Our business could be harmed if we fail to maintain proper inventory levels.

We place orders with manufacturers for most products prior to the time we receive customers’ orders. We do this to minimize purchasing costs, the time necessary to fill customer orders and the risk of non-delivery. However, we may be unable to sell the products we have ordered in advance from manufacturers or that we have in inventory. Inventory levels in excess of customer demand may result in inventory write-downs, and the sale of excess inventory at discounted prices could significantly impair brand image and have a material adverse effect on operating results and financial condition. Conversely, if we underestimate consumer demand for our products or if our manufacturers fail to supply the quality products that we require at the time we need them, the Company may experience inventory shortages. Inventory shortages might delay shipments to customers, negatively impact retailer and distributor relationships, and diminish brand loyalty.

Our products are subject to extensive international, federal, state and local safety, environmental and other government regulation that may require us to incur expenses, modify product offerings or cease all or portions of our business in order to maintain compliance with the actions of regulators.

Power Sports Factory must comply with numerous federal and state regulations governing environmental and safety factors with respect to its products and their use. These various governmental regulations generally relate to air, water and noise pollution, as well as safety standards. If we are unable to obtain the necessary certifications or authorizations required by government standards, or fail to maintain them, business and future operations would be harmed seriously.

Use of motorcycles and scooters in the United States is subject to rigorous regulation by the EPA, and by state pollution control agencies. Any failure by the Company to comply with applicable environmental requirements of the EPA or state agencies could subject the Company to administratively or judicially imposed sanctions such as civil penalties, criminal prosecution, injunctions, product recalls or suspension of production. Additionally, the Consumer Product Safety Commission exercises jurisdiction when applicable over the Company’s product categories.

The Company’s business and facilities also are subject to regulation under various federal, state and local regulations relating to the sale of its products, operations, occupational safety, environmental protection, hazardous substance control and product advertising and promotion. Failure to comply with any of these regulations in the operation of the business could subject the Company to administrative or legal action resulting in fines or other monetary penalties or require the Company to change or cease business.

A significant adverse determination in any material product liability claim against the Company could adversely affect our operating results or financial condition.

Accidents involving personal injury and property damage occur in the use of Power Sports Factory’s products. Product liability insurance is presently maintained by the Company in the amount of $2,000,000 per occurrence. While Power Sports Factory does not have any pending product liability litigation, no assurance can be given that material product liability claims against Power Sports Factory will not be made in the future. Adverse determination of material product liability claims made against Power Sports Factory or a lapse in coverage could adversely affect our operating results or financial condition.

Significant repair and/or replacement with respect to product warranty claims or product recalls could have a material adverse impact on the results of operations.

Power Sports Factory provides a limited warranty for its products for a period of two years or 5,000 miles for parts and three years for engines. Although we have a one year warranty on parts and engine from our manufacturer, sometimes a product is distributed which needs repair or replacement beyond that period. Our standard warranties of two years or 5,000 miles on major parts and three years on engines require us or our dealers to repair or replace defective products during such warranty periods at no cost to the consumer.

Our business is subject to seasonality and weather conditions that may cause quarterly operating results to fluctuate materially.

Motorcycle and scooter sales in general are seasonal in nature since consumer demand is substantially lower during the colder season in North America. We may endure periods of reduced revenues and cash flows during off-season months and be required to lay off or terminate some employees from time to time. Building inventory during the off-season period could harm financial results if anticipated sales are not realized. Further, if a significant number of dealers are concentrated in locations with longer or more intense cold seasons, or suffer other adverse weather conditions, a lack of consumer demand may impact adversely the Company’s financial results.

Power Sports Factory faces intense competition, including competition from companies with significantly greater resources, and if Power Sports Factory is unable to compete effectively with these companies, market share may decline and business could be harmed.

The motorcycle and scooter industry is highly competitive. Our competitors include specialty companies as well as large motor vehicle companies with diversified product lines. Many of our competitors have significantly greater financial, technological, engineering, manufacturing, sales, marketing and distribution resources than the Company. Their greater capabilities in these areas may enable them to better withstand periodic downturns in the recreational vehicle industry, compete more effectively on the basis of price and production and more quickly develop new products. In addition, new companies may enter the markets in which Power Sports Factory competes, further increasing competition. Additionally, our manufacturers may have relationships with our competitors in some or all markets or product lines. Pricing and supply commitments may be more favorable to our competitors. Power Sports Factory may not be able to compete successfully in the future, and increased competition may adversely affect our financial results.

We have an exclusive licensing arrangement for a significant portion of our product offering.

Our exclusive marketing arrangement with Andretti IV, LLC, requires us to pay Andretti IV a certain minimum payment per year. If we do not make the minimum payment, we may lose our exclusive license. Our licensing fee is a fixed cost according to the agreement which may cause us to be inflexible in our pricing structure.

The failure of certain key manufacturing suppliers to provide us with scooters and components could have a severe and negative impact on our business.

At this time, we purchase scooters from several Chinese manufacturers and we rely on a small group of suppliers to provide us with components for our products, some of whom are located outside of the United States. If the manufacturers or these suppliers become unwilling or unable to provide the scooters and components, there are a limited number of alternative manufacturers or suppliers who could provide them. Changes in business conditions, wars, governmental changes, and other factors beyond our control or which we do not presently anticipate, could affect our ability to receive the scooters and components from our manufacturer and suppliers. Further, it could be difficult to find replacement components if our current suppliers fail to provide the parts needed for these products. A failure by our major suppliers to provide scooters and these components could severely restrict our ability to manufacture our products and prevent us from fulfilling customer orders in a timely fashion.

We currently have exclusive designs and products from manufacturers that, in addition to other terms, will require us to make minimum purchase commitments. If we do not make the minimum amount of purchases under the agreement, we may lose our exclusive rights to certain products and designs. Additionally we may have to agree to offer reciprocal purchasing exclusivity which could increase risks associated with single source supplying such as pricing, quality control, timely delivery and market acceptance of designs.

Our business is subject to risks associated with offshore manufacturing.

We import motorcycles and scooters into the United States from China for resale. All of our import operations are subject to tariffs and quotas set by the U.S. and Chinese governments through mutual agreements or bilateral actions. In addition, China, where our products are manufactured, may from time to time impose additional new quotas, duties, tariffs or other restrictions on our imports or exports, or adversely modify existing restrictions. Adverse changes in these import costs and restrictions, or our suppliers’ failure to comply with customs regulations or similar laws, could harm our business.

Our operations are also subject to the effects of international trade agreements and regulations such as the North American Free Trade Agreement, the Caribbean Basin Initiative and the European Economic Area Agreement, and the activities and regulations of the World Trade Organization. Trade agreements can also impose requirements that adversely affect our business, such as setting quotas on products that may be imported from a particular country into our key market, the United States. In fact, some trade agreements can provide our competitors with an advantage over us, or increase our costs, either of which could have an adverse effect on our business and financial condition.

In addition, the recent elimination of quotas on World Trade Organization member countries by 2005 could result in increased competition from developing countries which historically have lower labor costs, including China. This increased competition, including from competitors who can quickly create cost and sourcing advantages from these changes in trade arrangements, could have an adverse effect on our business and financial condition.

Our ability to import products in a timely and cost-effective manner may also be affected by problems at ports or issues that otherwise affect transportation and warehousing providers, such as labor disputes or increased U.S. homeland security requirements. These issues could delay importation of products or require us to locate alternative ports or warehousing providers to avoid disruption to our customers. These alternatives may not be available on short notice or could result in higher transit costs, which could have an adverse impact on our business and financial condition.

Our international operations expose us to political, economic and currency risks.

All of our products came from sources outside of the United States. As a result, we are subject to the risks of doing business abroad, including:

●

currency fluctuations;

●

changes in tariffs and taxes;

●

political and economic instability; and

●

disruptions or delays in shipments.

Changes in currency exchange rates may affect the relative prices at which we are able to manufacture products and may affect the cost of certain items required in our operation, thus possibly adversely affecting our profitability.

There are inherent risks of conducting business internationally. Language barriers, foreign laws and customs and duties issues all have a potential negative effect on our ability to transact business in the United States. We may be subject to the jurisdiction of the government and/or private litigants in foreign countries where we transact business, and we may be forced to expend funds to contest legal matters in those countries in disputes with those governments or with customers or suppliers.

We may suffer from infringements or piracy of our trademarks, designs, brands or products.

We may suffer from infringements or piracy of our trademarks, designs, brands or products in the U.S. or globally. Some jurisdictions may not honor our claims to our intellectual properties. In addition, we may not have sufficient legal resources to police or enforce our rights in such circumstances.

Unfair trade practices or government subsidization may impact our ability to compete profitably.

In an effort to penetrate markets in which the Company competes, some competitors may sell products at very low margins, or below cost, for sustained periods of time in order to gain market share and sales. Additionally, some competitors may enjoy certain governmental subsidations that allow them to compete at substantially lower prices. These events could substantially impact our ability to sell our product at profitable prices.

If Power Sports Factory markets and sells its products in international markets, we will be subject to additional regulations relating to export requirements, environmental and safety matters, and marketing of the products and distributorships, and we will be subject to the effects of currency fluctuations in those markets, all of which could increase the cost of selling products and substantially impair the ability to achieve profitability in foreign markets.

As a part of our marketing strategy, Power Sports Factory plans to market and sell its products internationally. In addition to regulation by the U.S. government, those products will be subject to environmental and safety regulations in each country in which Power Sports Factory markets and sells. Regulations will vary from country to country and will vary from those of the United States. The difference in regulations under U.S. law and the laws of foreign countries may be significant and, in order to comply with the laws of these foreign countries, Power Sports Factory may have to implement manufacturing changes or alter product design or marketing efforts. Any changes in Power Sports Factory’s business practices or products will require response to the laws of foreign countries and will result in additional expense to the Company.

Additionally, we may be required to obtain certifications or approvals by foreign governments to market and sell the products in foreign countries. We may also be required to obtain approval from the U.S. government to export the products. If we are delayed in receiving, or are unable to obtain import or export clearances, or if we are unable to comply with foreign regulatory requirements, we will be unable to execute our complete marketing strategy.

Our plan to grow will place strains on the management team and other Company resources to both implement more sophisticated managerial, operational, technological and financial systems, procedures and controls and to train and manage the personnel necessary to implement those functions. The inability to manage growth could impede the ability to generate revenues and profits and to otherwise implement the business plan and growth strategies, which would have a negative impact on business.

If we fail to effectively manage growth, the financial results could be adversely affected. Growth may place a strain on the management systems and resources. We must continue to refine and expand the business development capabilities. This growth will require the Company to significantly improve and/or replace the existing managerial, operational and financial systems, procedures and controls, to improve the coordination between various corporate functions, and to manage, train, motivate and maintain a growing employee base. The Company’s performance and profitability will depend on the ability of the officers and key employees to: manage the business as a cohesive enterprise; manage expansion through the timely implementation and maintenance of appropriate administrative, operational, financial and management information systems, controls and procedures; add internal capacity, facilities and third-party sourcing arrangements as and when needed; maintain quality controls; and attract, train, retain, motivate and effectively manage employees. The time and costs to implement these steps may place a significant strain on management personnel, systems and resources, particularly given the limited amount of financial resources and skilled employees that may be available at the time. We may not be able to successfully integrate and manage new systems, controls and procedures for the business, or even if we successfully integrate systems, controls, procedures, facilities and personnel, such improvements may not be adequate to support projected future operations. We may never recoup expenditures incurred during our growth. Any failure to implement and maintain such changes could have a material adverse effect on our business, financial condition and results of operations.

We may make acquisitions which could divert management’s attention, cause ownership dilution to stockholders and be difficult to integrate.

Given that our strategy envisions growing our business, we may decide that it is in the best interest of the Company to identify, structure and integrate acquisitions that are complementary to, or accretive with, our current business model. Acquisitions, strategic relationships and investments often involve a high degree of risk. Acquisitions can place a substantial strain on current operations, financial resources and personnel. Successful integrations may not be achieved, or customers may become dissatisfied with the Company. We may also be unable to find a sufficient number of attractive opportunities, if any, to meet our objectives.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

Our principal executive offices are located at our 6950 Central Highway, Pennsauken, New Jersey, and comprise an approximately 19,700 square foot facility, which is also the offices and warehouse for our motorcycle and scooter products. We lease this facility under a month-to-month lease with a monthly rental rate $9,100.

Item 3. Legal Proceedings.

The Company is a party to the following lawsuits.

Yellow Transportation v. Power Sports Factory, Inc. The Company was sued in December, 2008, by Yellow Transportation for the sum of $28,838, plus lawful interest, attorneys’ fees and the costs of the suit, in the Superior Court of New Jersey, Camden County, for transportation services rendered by the plaintiff. The Company intends to settle this lawsuit.

Liberty Mutual Insurance Company v. Power Sports Factory, Inc. The plaintiff in this case has sued the Company in the Superior Court of New Jersey, Camden County, for the sum of $45,096 for goods and/or services rendered. We have answered the complaint denying that the Company owes any amounts to plaintiff.

Business Technology Partners, Inc. v. Power Sports Factory, Inc. The plaintiff in this case has sued the Company in the Superior Court of New Jersey, Camden County, for the sum of $134,965.12 for goods and/or services rendered. The parties to this case are in discovery, and we have been served with interrogatories by the plaintiff.

Steven Kempenich v. Power Sports Factory, Inc. In March, 2009, our former Chief Executive Officer, Steven Kempenich, who was terminated August 14, 2008, has sued the Company, and our directors and executives, Shawn Landgraf and Steven Rubakh, in the U.S. District Court for the District of New Jersey for, inter alia, unpaid compensation, unpaid expense reimbursements, allegedly owing to Mr. Kempenich. We filed an answer and counterclaim against Mr. Kempenich on Monday April 13, 2009.

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

Not Applicable.

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company's Common Stock trades on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. ("NASD") under the symbol "PSPF." As of April 1, 2008, the Company had approximately 490 holders of record of its Common Stock. These quotations represent prices between dealers, do not include retail mark ups, mark downs or commissions and do not necessarily represent actual transactions.

The following table sets forth for each period indicated the high and the low bid prices per share for the Company's Common Stock. The Common Stock commenced trading on June 9, 1998.

2008	High		Low
First Quarter Ended March 31, 2008	$	0.80	$	0.30
Second Quarter Ended June 30, 2008		1.05		0.32
Third Quarter Ended September 30, 2008		1.00		0.16
Fourth Quarter Ended December 31, 2008		0.25		0.01

2007
First Quarter Ended March 31, 2007		0.02		0.01
Second Quarter Ended June 30, 2007		0.07		0.01
Third Quarter Ended September 30, 2007		0.06		0.02
Fourth Quarter Ended December 31, 2007		0.08		0.02

2006
First Quarter Ended March 31, 2006		0.08		0.02
Second Quarter Ended June 30, 2006		0.08		0.02
Third Quarter Ended September 30, 2006		0.08		0.08
Fourth Quarter Ended December 31, 2006		0.03		0.02

The Company has never paid a cash dividend on its Common Stock and does not anticipate paying dividends in the foreseeable future. It is the present policy of the Company's Board of Directors to retain earnings, if any, to finance the expansion of the Company's business. The payment of dividends in the future will depend on the results of operations, financial condition, capital expenditure plans and other cash obligations of the Company and will be at the sole discretion of the Board of Directors

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto and the other financial information included elsewhere in this report. Certain statements contained in this report, including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and words of similar import, constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.

Overview

The Company was organized under the laws of the State of Minnesota on June 28, 1996. the Company, through the acquisition in 1997 of a Nevada corporation acquired the trademark, patent and exclusive marketing rights to, and invested in the development of a grocery cart advertising display device called the last word®, a clear plastic display panel that attaches to the back of the child’s seat section in supermarket shopping carts.

On April 24, 2007, we entered into the Share Exchange Agreement with Power Sports Factory, Inc. (“PSF”) and the shareholders of PSF. The Share Exchange Agreement provided for our acquiring all of the outstanding shares of PSF in exchange for shares of the Company’s Common Stock. On May 14, 2007, we issued 60,000,000 shares of Common Stock to Steve Rubakh, the major shareholder of PSF, and on August 31, 2007, entered into an amendment (the “Amendment”) to the Share Exchange Agreement, that provided for a completion of the acquisition of PSF at a closing (the “Closing”) which was held on September 5, 2007. At the Closing the Company issued 1,650,000 shares of a new Series B Convertible Preferred Stock to the shareholders of PSF, to complete the acquisition of PSF by us. Each share of Preferred Stock was converted into 10 shares of our Common Stock effective June 9, 2008, following approval by the shareholders at a shareholders meeting held on May 28, 2008, of a 1:20 reverse split of our common stock and changing our name from Purchase Point Media Corp. to Power Sports Factory, Inc.

Results of Operations for the Years ended December 31, 2008 and December 31, 2007

Revenues. For the year ended December 31, 2008, net sales increased to $2,304,828 from $2,254,350, an increase of $50,478 from the year ended December 31, 2007.

Gross Profit. Gross profit was $356,726 for the year ended December 31, 2008, compared to $330,576 for the year ended December 31, 2007, representing an increase of $26,150 over the previous year.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to approximately $3,709,275 for the year ended December 31, 2008, from approximately $2,332,912 for the year ended December 31, 2007. Selling, general and administrative expense increased substantially in the year ended December 31, 2007 due to continuing expenses associated with the launch of the Andretti brand in February 2008. The increase in selling, general and administrative expense in 2008 was mainly due to increased accounting, legal and other costs associated with the acquisition of PSF, as well as increased staff expense.

Depreciation Expense. Depreciation expense increased from approximately $6,705 in fiscal 2007 to approximately $10,000 for the year ended December 31, 2008. The increase is primarily due to a larger equipment depreciation base.

Interest Expense. Interest expense increased from $68,856 in fiscal 2007 to $163,999 in fiscal 2008. This increase was due primarily to increased corporate debt incurred in 2008.

Net loss. Our net loss for the year ended December 31, 2008 was $3,870,334 compared to a net loss of $2,748,049 for the year ended December 31, 2007.

Liquidity and Financial Resources

Prior to the acquisition of Power Sports Factory, we have had no operations that have generated any revenue. We have had rely entirely on private placements of Company stock to pay operating expenses. Our liquidity will depend primarily on consumer demand for our products, which demand is driven by consumer likes or dislikes about our product offering. Our sales are to dealers and are driven by our ability to provide the market with products people want. Since the Andretti line of scooters is a new product offering, we do not believe that our past performance is necessarily indicative of consumer demand for our new Andretti line.

We will always require capital to purchase product inventory in an amount sufficient to the meet the demands of our dealers. If we do not have inventory financing in place, our liquidity would necessarily be affected since we would be limited in ordering product. We estimate that approximately $2,000,000 of inventory financing will be required for our marketing of the new Andretti line. We have closed on $1,000,000 in inventory financing with Crossroads Financial. There is no assurance that we will be successful in acquiring additional financing. If our new Andretti product line does not meet with market acceptance, or we are unsuccessful in negotiating required financing for product sales, we would have to terminate operations and most likely file for reorganization.

Since the acquisition of Power Sports Factory, we have operated at a loss. We rely significantly on the private placement of debt and equity to pay operating expenses.

As of December 31, 2008, the Company had $117 of cash on hand. The Company has incurred a net loss of $3,870,334 in the year ended December 31, 2008, and has working capital and stockholders' deficiencies of $4,546,889 and $4,543,571, respectively, at December 31, 2008. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

During the year ended December 31, 2008, we received proceeds of $732,000 from borrowings (net of payments on the outstanding indebtedness). We will require substantial additional financing to maintain operations at Power Sports Factory, and to expand our operations to continue the launch of our new Andretti brand.

Critical Accounting Policies

The Securities and Exchange Commission recently issued "Financial Reporting Release No. 60 Cautionary Advice Regarding Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting companies provide additional disclosures, discussion and commentary on those accounting policies considered most critical to its business and financial reporting requirements. FRR 60 considers an accounting policy to be critical if it is important to the Company's financial condition and results of operations, and requires significant judgment and estimates on the part of management in the application of the policy. For a summary of the Company's significant accounting policies, including the critical accounting policies discussed below, please refer to the accompanying notes to the financial statements.

The Company assesses potential impairment of its long-lived assets, which include its property and equipment and its identifiable intangibles such as deferred charges under the guidance of SFAS 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". The Company must continually determine if a permanent impairment of its long-lived assets has occurred and write down the assets to their fair values and charge current operations for the measured impairment.

The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements, requires the Company to make estimates and judgments that effect the reported amount of assets, liabilities, and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to intangible assets, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

NEW FINANCIAL ACCOUNTING STANDARDS

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which enhances existing guidance for measuring assets and liabilities using fair value. This Standard provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities. In February 2008, the FASB issued FASB Staff Position SFAS 157-1, “Application of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting Pronouncements that Address Leasing Transactions” (“FSP SFAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective Date of SFAS No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive accounting pronouncements that address leasing transactions from the requirements of SFAS No. 157, with the exception of fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective for the Company upon adoption of SFAS No. 157 on January 1, 2008. The Company will provide the additional disclosures required relating to the fair value measurement of nonfinancial assets and nonfinancial liabilities when it completes its implementation of SFAS No. 157 on January 1, 2009, as required, and does not believe they will have a significant impact on its financial statements.

In February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) “The Fair Value Option for Financial Assets and Financial Liabilities”, providing companies with an option to report selected financial assets and liabilities at fair value. The Standard’s objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. It also requires entities to display the fair value of those assets and liabilities for which the Company has chosen to use fair value on the face of the balance sheet. SFAS 159 is effective for fiscal years beginning after November 15, 2007. SFAS No. 159 did not have a material impact on its financial statements.

In June 2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3, "Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in Future Research and Development Activities," which is effective for calendar year companies on January 1, 2008. The Task Force concluded that nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities should be deferred and capitalized. Such amounts should be recognized as an expense as the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided. EITF Issue No. 07-3 did not impact the Company’s financial statements.

In December 2007, the FASB issued SFAS 141(R), which replaces SFAS 141 “Business Combinations”. This Statement is intended to improve the relevance, completeness and representational faithfulness of the information provided in financial reports about the assets acquired and the liabilities assumed in a business combination. This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. Under SFAS 141(R), acquisition-related costs, including restructuring costs, must be recognized separately from the acquisition and will generally be expensed as incurred. That replaces SFAS 141’s cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. SFAS 141(R) shall be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual report period beginning on or after December 15, 2008. The Company will adopt SFAS No. 141(R) on January 1, 2009, as required, and does not believe it will have a material impact on its financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. This Statement is effective sixty days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 162 on its financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are primarily exposed to foreign currency risk, interest rate risk and credit risk.

Foreign Currency Risk - We import products from China into the United States and market our products in North America. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or, if we initiate our planned international operations, weak economic conditions in foreign markets. Because our revenues are currently denominated in U.S. dollars, a strengthening of the dollar could make our products less competitive in foreign markets that we plan to enter. If the Chinese Yuan strengthened against the dollar, our cost of imported products could increase and make us less competitive. We have not hedged foreign currency exposures related to transactions denominated in currencies other than U.S. dollars. We do not engage in financial transactions for trading or speculative purposes.

Interest Rate Risk - Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of three months or less. Our interest income is sensitive to changes in the general level of U.S. interest rates. We do not have significant short-term investments, and due to the short-term nature of our investments, we believe that there is not a material risk exposure.

Credit Risk - Our accounts receivables are subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of collection risks. As a result we do not anticipate any material losses in this area.

Item 8. Financial Statements and Supplementary Data.

		Page
Report of Independent Registered Public Accounting Firm		14

Consolidated Balance Sheets at December 31, 2008		15

Consolidated Statements of Operations for the Years Ended December31, 2008 and 2007		16

Consolidated Statements of Stockholders’ Equity (Deficiency) for the Period January 1, 2007 through December 31, 2008		17

Consolidated Statement of Cash Flows for the Years Ended December 31, 2008 and 2007		18

Notes to Consolidated Financial Statements		20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

MADSEN & ASSOCIATES. CPA's INC.	684 East Vine St. #3
Certified Public Accountants and Business Consultants	Murray, Utah 84107

	Telephone 801-268-2632 Fax 801-262-3978

Board of Directors

Power Sports Factory, Inc.

Pennsauken, New Jersey

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheets of Power Sports Factory, Inc. and Subsidiary at December 31, 2008 and 2007 and the related statement's of operations, stockholders' equity, and cash flows for the years ended December 31, 2008 and 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness for the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the over all -financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Power Sports Factory, Inc. and Subsidiary at December 31, 2008 and 2007 and the results of operations, and cash flows for the years ended December 31, 2008 and 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have the necessary working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Murray, Utah

/s/ Madsen & Associates, CPA’s Inc.

April 16, 2009

POWER SPORTS FACTORY, INC.
CONSOLIDATED BALANCE SHEETS

	December 31,
	2008			2007
ASSETS
Current Assets:
Cash	$	117		$	11,146
Accounts receivable		67,749			3,959
Inventory		1,735,181			937,702
Prepaid expenses		97,363			135,320
Total Current Assets		1,900,410			1,088,127

Property and equipment-net		25,135			71,389

Other assets		9,876			9,876

TOTAL ASSETS	$	1,935,421		$	1,169,392

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
Accounts payable	$	3,554,654		$	1,096,769
Accounts payable to related party		28,383			80,172
Notes payable to related party		22,863			11,466
Current portion of long-term debt		387,882			164,772
Convertible debt		501,356			262,159
Accrued expenses		1,226,211			192,804
Dividends Payable		673,176			673,176
Customer deposit payable		52,774			-

Total Current Liabilities		6,447,299			2,481,318

Long term liabilites:
Long-term debt - less current portion		7,370			10,461
Convertible debt - less current portion		24,323			24,143
Total Long-Term Liabilities		31,693			34,604

TOTAL LIABILITIES		6,478,992			2,515,922

Stockholders' Deficiency:
Preferred stock; no value - authorized 50,000,000 shares, Series B Convertible Preferred Stock - outstanding -0- shares at December 31, 2008 and 2,303,216 shares at December 31, 2007		-			2,687,450
Common stock, no par value - authorized 100,000,000 shares outstanding 31,375,188 shares at December 31, 2008 and 4,925,213 shares at December 31, 2007		5,476,228			2,216,485
Additional paid-in capital		456,000			355,000
Deficit		(10,475,799	)		(6,605,465	)

Total Stockholders' Deficiency		(4,543,571	)		(1,346,530	)

TOTAL LIABILITIES AND
STOCKHOLDERS' Deficiency	$	1,935,421		$	1,169,392

See Notes to Consolidated Financial Statements

POWER SPORTS FACTORY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2008			2007
Net sales		2,304,828		$	2,254,350

Costs and Expenses:
Cost of sales		1,948,102			1,923,774

Selling, general and administrative expenses		3,709,275			2,332,912
Non-cash compensation		242,293			726,950
Bad Debt Expense		24,986
		5,924,656			4,983,636

Loss from operations		(3,619,828	)		(2,729,286	)

Other income and expenses:
Disposal of fixed asset					(38,347	)
Forgiveness of debt					3,580
Acretion of beneficial conversion feature		(89,375	)		(66,302	)
Interest expense		(163,999	)		(68,856	)
Interest income		2,868			4,442
Commissions income		-			18,688
		(250,506	)		(146,795	)

Loss before benefit from income taxes		(3,870,334	)		(2,876,081	)

Income tax benefit		-			(128,032	)

Net loss	$	(3,870,334	)	$	(2,748,049	)

Loss per common share - basic and diluted	$	(0.13	)	$	(0.80	)
Weighted average common shares - Basic and diluted		30,880,325			3,453,608

See Notes to Consolidated Financial Statements

POWER SPORTS FACTORY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

					Common Stock				Additional
	Preferred		Stated				Stated		Paid-In
	Stock		Value		Shares		Value		Capital		(Deficit)			Total
Balance at January 1, 2007		1,650,000	$	27,500		3,000,000	$	174,000	$		$	58,245		$	259,745
Effect of reverse merger						1,925,213		2,042,485				(3,915,661	)		(1,873,176	)
Conversion of debt for preferred stock		240,716		1,200,000											1,200,000
Issuance of preferred stock for services		265,900		726,950											726,950
															-
Issuarnce of preferred stock for debt (valued at $5.00 per share)		92,600		463,000											463,000
Contribution by shareholders										175,000					175,000
Beneficial conversion feature										180,000					180,000
Sale of preferred stock		54,000		270,000											270,000
Net loss		-		-		-		-		-		(2,748,049	)		(2,748,049	)

Balance at December 31, 2007		2,303,216		2,687,450		4,925,213		2,216,485		355,000		(6,605,465	)		(1,346,530	)
Effect of one for twenty reverse stock split Issuance of preferred stock for services (valued at $2.50 to $7.00 per share)		39,103		63,543											63,543

Issuance of 200,000 warrants Conversion of preferred stock into common stock		(2,342,319)		(2,750,993)		23,423,190		2,750,993				-			-

Issuance of common stock for debt (valued at $.08 per share)						1,262,500				101,000					101,000

Issuance of common stock for services (valued at $.10 to $.70)						1,214,285		178,750							178,750

Conversion of debt for common stock (valued at $.08 to $.45)						550,000		250,000							250,000
Net loss for the twelve months ended December 31, 2008		-										(3,870,334)			(3,870,334)

Balance at December 31, 2008		-	$	-		31,375,188	$	5,476,228	$	456,000	$	(10,475,799)	)	$	(4,543,571)

See Notes to Consolidated Financial Statements

POWER SPORTS FACTORY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years
	Ended December 31,
	2008			2007
CASH FLOW FROM
OPERATING ACTIVITIES:
Net loss	$	(3,870,334	)		(2,748,049	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		10,000			6,705
Non cash compensation		242,293			726,950
Non -cash fair value of warrants		80,000
Loss on abandonment of leasehold improvements		-			38,347
Accretion of beneficial conversion feature		89,375			66,302

Changes in operating assets and liabilities		2,668,967			2,363,957

Net cash (used in) provided by operating activities		(779,699	)		454,212

CASH FLOW FROM
INVESTING ACTIVITIES:
Securiy deposit					4,000
Purchase of equipment					(58,948	)
Return of equipment		36,254
Change in restricted cash		-			173,264

Net cash provided by investing activities		36,254			118,316

CASH FLOW FROM
FINANCING ACTIVITIES:
Proceeds from notes payable related party		22,247			369,800
Payment to note payable related party		(25,850	)		(412,600	)
Proceeds from loan payable		601,920			185,512
Payments on loan		(115,901	)		(1,595,834	)
Contributions by shareholder					175,000
Proceeds from sale of preferred stock					270,000
Proceeds from convertible debt		250,000			400,000

Net cash provided by (used in) financing activities		732,416			(608,122	)

See Notes to Consolidated Financial Statements

POWER SPORTS FACTORY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

	For the Years Ended
	December 31,
	2008			2007
Net decrease in cash		(11,029	)		(35,594	)

Cash - beginning of year		11,146			46,740

Cash - end of year	$	117		$	11,146

Changes in operating assets
and liabilities consists of:
(Increase)decrease in accounts receivable	$	(63,789	)	$	162,441
( Increase)decrease in inventory		(797,479	)		675,201
Decrease ( increase ) in prepaid expenses		37,956			(135,319	)
Increase in accounts payable		2,406,098			1,669,735
Increase in accrued expenses		1,033,407			119,931
Increase(decrease) in customer deposits		52,774			(128,032	)
	$	2,668,967		$	2,363,957


Supplementary information:
Cash paid during the year for:
Income taxes	$	-		$	-
Interest	$	34,585		$	53,849

Non-cash financing activities
Issuance of preferred stock for services	$	63,543		$	726,950
Beneficial Conversion Feature	$	-		$	180,000
Issuance of preferred stock for debt	$	-		$	1,663,000
Issuance of warrants for services	$	80,000		$	-
Issuance of common stock for services	$	178,750		$	-
Issuance of common stock for debt	$	351,000		$	-

See Notes to Consolidated Financial Statements

Power Sports Factory, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

1. Description of Business and Summary of Significant Accounting Policies

ORGANIZATION

Power Sports Factory, Inc. (formerly Purchase Point Media Corp, the “Company”) was incorporated under the laws of the State of Minnesota.

The Company, through a reverse acquisition described below is in the business of marketing, selling, importing and distributing motorcycles and scooters. The Company principally imports products from China. To date the Company has marketed significantly under the Yamati and Andretti brands.

BASIS OF PRESENTATION

On September 5, 2007, the Company entered into a share exchange agreement with the shareholders of Power Sports Factory, Inc. (“PSF”). In connection with the share exchange, the Company acquired the assets and assumed the liabilities of PSF (subsidiary) as the acquirer. The financial statements prior to September 5, 2007 are those of PSF and reflect the assets and liabilities of PSF at historical carrying amounts.

As provided for in the share exchange agreement, the stockholders of PSF received 60,000,000 shares of the Company’s common stock and 1,650,000 of Series B Convertible Preferred Stock (“Preferred Stock”) of the Company (each share of preferred stock is convertible into 10 shares of common stock) representing 77% of the outstanding stock of the Company after the acquisition, in exchange for the outstanding shares of PSF common stock they held, which was accounted for as a recapitalization. The financial statements show a retroactive restatement of the Company’s historical stockholders’ deficiency to reflect the equivalent number of shares of common stock and preferred stock issued in the acquisition.

GOING CONCERN

The Company’s consolidated financial statements for the year ended December 31, 2008 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. Management recognizes that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.

The Company presently does not have sufficient liquid assets to finance its anticipated funding needs and obligations. The Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and achieve a level of revenue and production adequate to support its cost structure. Management is actively seeking additional capital to ensure the continuation of its current operations, complete its proposed activities and fund its current debt obligations. However, there is no assurance that additional capital will be obtained. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties should the Company be unable to continue as a going concern.

PRINCIPLES OF CONSOLIDATION

The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All inter-company transactions and balances have been eliminated.

USE OF ESTIMATES

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

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to concentration of credit risk consist principally of accounts receivable. The Company grants credit to customers based on an evaluation of the customer’s financial condition, without requiring collateral. Exposure to losses on the receivables is principally dependent on each customer’s financial condition. The Company controls its exposure to credit risk through credit approvals.

INVENTORIES

Inventories are stated at the lower of cost or market.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with the guidance contained in SEC Staff Accounting Bulletin No. 104 "Revenue Recognition Financial Statements" (SAB No. 104). Revenue is recognized when the product has been delivered and title and risk of loss have passed to the customer, collection of the receivables is deemed reasonably assured by management, persuasive evidence of an agreement exist and the sale price is fixed and determinable.

EARNINGS PER SHARE

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and potential common shares during the specified period. All potentially dilutive securities at December 31, 2008 and 2007, which include preferred stock convertible into -0- and 23,032,160 common shares respectively have been excluded from the computation as their effect is antidilutive.

EVALUATION OF LONG-LIVED ASSETS

The Company reviews property and equipment and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable in accordance with guidance in Statement of Financial Accounting Standards (SFAS) No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets." If the carrying value of the long-lived asset exceeds the present value of the related estimated future cash flows, the asset would be adjusted to its fair value and an impairment loss would be charged to operations in the period identified.

DEPRECIATION AND AMORTIZATION

Property and equipment are stated at cost. Depreciation is provided for by the straight-line method over the estimated useful lives of the related assets.

STOCK BASED COMPENSATION

The Company accounts for stock-based compensation under Statement of Financial Accounting Standards (“SFAS”) No. 123(R) “Share Based Payment”.

For the years ended December 31, 2008 and 2007, the Company issued 39,103 and –0- of its preferred shares and recorded consulting expense of $63,543 and $-0-, respectively, the fair value of the shares at the time of issuance.

For the years ended December 31, 2008, and 2007, the Company issued 200,000 and –0- warrants and recorded consulting expense of $80,000 and $-0-, respectively, the fair value of the warrants at the time of issuance.

For the years ended December 31, 2008 and 2007, the Company issued 1,214,285 and –0- of its common stock and recorded consulting expenses of $178,750 and $-0- respectively, fair value of the shares at the time of issuance.

INCOME TAXES

The Company accounts for income taxes using an asset and liability approach under which deferred taxes are recognized by applying enacted tax rates applicable to future years to the differences between financial statement carrying amounts and the tax basis of reported assets and liabilities. The principal item giving rise to deferred taxes are future tax benefits of certain net operating loss carryforwards.

BENEFICIAL CONVERSION FEATURE

When debt or equity is issued which is convertible into common stock at a discount from the common stock market price at the date the debt or equity is issued, a beneficial conversion feature for the difference between the closing price and the conversion price multiplied by the number of shares issuable upon conversion is recognized. The beneficial conversion feature is presented as a discount to the related debt, with an offering amount increasing additional paid-in capital.

FAIR VALUE OF FINANCIAL INSTRUMENTS

For financial instruments including cash, accounts payable, accrued expenses, and loans payable, it was assumed that the carrying amount approximated fair value because of the short maturities of such instruments.

RECLASSIFICATIONS

Certain reclassifications have been made to prior period amounts to conform to the current year presentation. We made changes to dividends payable but it had no effect on the statement of operations.

NEW FINANCIAL ACCOUNTING STANDARDS

2. Inventories

The components of inventories are as follows:

	December 31,
	2008		2007
Motor bikes	$	1,339,802	$	576,780
Parts		145,379		44,340
Deposits on Inventory		250,000		316,583
	$	1,735,181	$	937,703

In October, 2007, the Company entered into a Manufacturing Agreement, and subsequently entered into an Amendment thereto, with Dickson International Holdings Ltd. for the manufacture of Andretti/Benelli branded motor scooters for the exclusive distribution thereof in the United States by the Company. The Manufacturing Agreement is for a term of two years and is renewable for successive two-year terms unless either party gives notice of termination in advance of the renewal period. The Company is required to use commercially reasonable efforts to purchase certain minimum quantities of motor scooters. As an initial deposit under the Manufacturing Agreement, the Company issued to Dickson International Holdings Ltd. 500,000 shares of the Company’s common stock valued at $250,000.

On August 12, 2008, the Company entered into an interim inventory funding arrangement with a distributor whereby the distributor has agreed to acquire inventory of makes and models from the Company’s manufacturers under the Andretti brand and finance them exclusively for the Company over a ninety day period for and average cost of 3.333% per month. On August 26, 2008, the parties modified the agreement to four percent fixed plus interest of one and one-tenth percent per month after ninety days plus fees up to one hundred and eighty days. The Company also issued the distributor 250,000 shares of its common stock valued at $62,500 as an additional incentive. The Company may utilize this arrangement up to one million two hundred thousand dollars. The distributor has the right to acquire inventory at substantially favorable pricing if it desires to sell the product in territories that the Company has no dealers. These transactions must be approved by the Company. The Company maintains product liability and warranty responsibility on the entire inventory, as well as financing costs and warehousing costs. If the Company does not take possession of the inventory at the end of any ninety day period, the distributor has the right to sell them at cost. The agreement is personally guaranteed by a current officer of the Company and a former officer of the Company.

3. Property and Equipment

	December 31,
	2008		2007
Equipment		41,898	$	40,586
Signs		7,040		7,040
Software				37,566
		48,938		85,192
Less: accumulated depreciation		23,803		13,803
	$	25,135	$	71,389

Depreciation expense for the years ended December 31, 2008 and 2007 amounted to $10,000 and $ 6,705, respectively.

4. Note Payable

On January 27, 2006, the Company entered into a revolving credit loan and floor plan loan (the “Credit Facility”) with General Electric Commercial Distribution Finance Corporation (“CDF”). Terms under the Trade Finance Purchase Program (“TFPP”) included interest at prime plus 1 ½ percent with one tenth of one percent per month administration fee, and a rate of prime plus 5 percent on all amounts outstanding after maturity with a two and one half tenths of one percent administration fee. Maturity on advances under the TFPP was 180 days. Advance rate under the TFPP was 100 percent of supplier invoice plus freight. CDF had a first security interest in all inventory equipment, fixtures, accounts, chattel paper, instruments, deposit accounts, documents, general intangibles, letter of credit rights, and all judgments, claims and insurance policies via Uniform Commercial Code Filing Position or invoice purchase money security interest. The Credit Facility was personally guaranteed by an officer and director of the Company.

On June 6, 2006, the Company entered into an amendment to the Credit Facility whereby the Company agreed to post an Irrevocable Letter of Credit (“ILOC”) as additional collateral for the amounts loaned under the Credit Facility. The amount of the ILOC was required to be 15 percent of the amounts outstanding or advanced. In addition, the Amendment provided in part that “Interest on an advance for Import Inventory shall begin to accrue on the date CDF makes such an advance. Interest on all other advances shall begin on the Start Date which shall be defined as the earlier of (A) the invoice date referred to in the Vendors invoice; or (B) the ship date referred to in the Vendors invoice; or (C) the date CDF makes such advance….” On October 9, 2006, CDF sent the Company a notice of default for failing to make one or more payments due under the Credit Facility. CDF demanded a payment to cure the default in the amount of $320,034.10 by October 13, 2006, which payment was not made. On November 6, 2006, CDF terminated the Credit Facility and demanded full payment, requiring final payment of a claimed remaining balance of $1,817,920. On November 17, 2006, CDF initiated a lawsuit in the United States District Court for the District of New Jersey to enforce its rights under the Credit Facility and related documents. The requested relief included a Court for replevin, granting CDF the right to possess any and all Collateral covered by its security interest. On January 20, 2007, the Company entered into a Forbearance Agreement with CDF regarding the Credit Facility. The Forbearance Agreement stated that the amount of the Company’s indebtedness as of that date was $1,570,376. Under the Forbearance Agreement, the Company agreed to a new Payment Program. The new Payment Program provided that the Company would make payments monthly through April, 2007. Under this agreement, the Company also agreed to execute a Stipulated Order for Preliminary Injunction and Writ of Seizure (“Writ”). The Writ could be filed in the event of a default under the Forbearance Agreement at any time. If no default occurred, the Writ could be duly filed after March 1, 2007, to further protect CFD’s interest. On March 19, 2007, CDF filed the Writ. There was no Forbearance Agreement default as of that date. The Writ was never executed upon, meaning that CDF did not repossess the Company’s Collateral at any time. The last payment to CDF was made by the Company on or about July 20, 2007. As of that date, all indebtedness under the Credit Facility, the Forbearance Agreement, and any related Agreements with CDF has been satisfied, by revenue generated through sales by the Company.

5. Long-term debt

Long-term debt consists of the following:

	December 31,		December 31,
	2008		2007
Note payable to Five Point
Capital Inc. due May 2011;
interest at 18.45%; monthly
payments of $397	$	10,461	$	13,036

Note payable due October 1, 2008;
interest at 10% payable at
maturity (1)		68,645		80,000

Note payable to Premium Payment
Plan due May 31, 2008; interest
at 7.5%; monthly payments
of $871		-		4,218

Note payable to AICCO, Inc. due
July 13, 2008; interest at 8%;
monthly payments of $7,111 (2)		-		48,479

Note payable to Micro Capital
Management Corp. due June 14, 2008;
interest at 8% (4)		-		14,500

Note payable to AICCO, Inc due
September10, 2008, interest at 7.75%;
monthly payments of $7,388 (3)		-		-

Demand note payable to Shawn Landgraf;
Interest free		-		15,000

Note payable to Cananwill, Inc due
August 1, 2009, interest at 8.84%;
monthly payments of $7,027		54,393		-

Note payable to Cananwill, Inc due
August 1, 2009, interest at 8.59%;
monthly payments of $2,807		21,753		-

Note payable due June 15, 2008;
interest at 20.0% simple interest with a
private investor(s) (5)		240,000		-
		395,252		175,233
Less amounts due within one year		387,882		164,772
	$	7,370	$	10,461

For the years ended December 31, 2008 and 2007, the Company recorded interest expense of $163,999 and $65,455, respectively.

1) On July 31, 2007, the Company borrowed $80,000 from an investor. The note matured on April 30, 2008 at which time the principal amount plus ten percent interest was due. The maturity date was extended to May 30, 2008 and then extended to October 1, 2008. The Company issued 10,000 shares of the Company’s common stock valued at $3,000, as additional consideration with the loan, subsequent to March 31, 2008. On December 31, 2008, the balance on this note is $68,645. This note is currently in default.

2) On October 1, 2007, the Company entered into a premium finance agreement with Aicco, Inc., for the purchase of insurances. The total amount financed was $68,575, with an annual percentage rate of 8% and monthly payments of $7,111. The final payment was due on July 13, 2008, and was satisfied.

3) On February 1, 2008, the Company entered into a premium finance agreement with Aicco, Inc., for the purchase of additional insurances. The total amount financed was $57,420, with an annual percentage rate of 7.75% and monthly payments of $7,387.66. The final payment was due on September 10, 2008, and was satisfied.

4) On December 14, 2007, the Company borrowed $14,500 on a short term basis due June 14, 2008 at 8% interest. For the nine months ended September 30, 2008, the Company recorded interest expense of $821. On August 6, 2008, the Company satisfied the outstanding debt and accrued interest with the issuance of thirteen motorbikes and 10,000 shares of common stock valued at $500.

5) On April 15, 2008, the Company entered into a short term promissory note with a private investor in the amount of $300,000. The interest rate is a simple twenty percent and the note matures on June 15, 2008. The balance on this note is $240,000. On March 12, 2009, the Company issued 250,000 shares to the investor as compensation valued at $12,500 for an extension on this loan until July 1, 2009.

The aggregate amounts of all long-term debt to be repaid for the year following December 31, 2008 are:

2008	$	385,267
2009		3,188
2010		3,828
2011		2,969
		395,252
Current portion		387,882
	$	7,370

6. Convertible Debt

On September 7, 2007, the Company issued four convertible promissory notes for a total of $150,000 with interest at twelve (12.0%) percent. The notes mature October 1, 2009. The notes are convertible, at the option of the holders, into 300,000 shares of the Company’s common stock. Quarterly interest and principal payments are $5,812.50 per note. Total interest due December 31, 2008 is $24,387.20. Payments due under the note for January 1, April 1, July 1, and October 1, 2008 are currently in default.

On November 2, 2007, the Company issued a convertible promissory note for $250,000 with interest at twelve (12%) percent. The note matured on April 30, 2008. The maturity date had been extended to October 1, 2008. The note is convertible, at the option of the holder, into 250,000 shares of the Company’s common stock. On August 6, 2008, this note and accrued interest of $25,000 were converted in to 550,000 common shares.

On January 4, 2008, the Company entered into a short term secured convertible promissory note with a private investor for $250,000 at an annual simple interest rate of 15%. The note originally matured on March 1, 2008 and was extended to August 15, 2008. This note is currently in default. The note has the option to convert into common shares @ $1.00 per share. The Company granted the investor a security interest in all of the Company’s right, title and interest in all inventory of motorcycles, motor scooters, parts accessories and all proceeds of any and all of same including insurance payments and cash. On December 9, 2008, the investor executed an agreement with the Company’s new inventory financier in which the private investor accepted a $100,000 payment towards principal, subordinated his security interest to the new inventory financier and agreed to a stand still subject to written authorization from the new financier. On January 9, 2009, the inventory financing closed and the $100,000 payment was made.

On October 1, 2008, the Company borrowed $150,000 on a short term basis at fifteen percent interest compounded monthly and 125,000 shares of common stock valued at $22,500. The note and interest were due on November 30, 2008. On January 7, 2009, the Company was granted an extension until May 1, 2009 at which time the note was modified to include a conversion feature at $.02 a share for all, or any part, of the principal and interest due. An Officer of the Company guaranteed the loan.

The Company has evaluated the conversion feature under applicable accounting literature, including SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments indexed to, and Potentially Settled in, a Company’s Owned Stock” and concluded that none of these features should be respectively accounted for as derivatives. The difference between the conversion of $650,000 and the fair value of the common stock into which the debt is convertible of $470,000 was included as additional paid in capital based on the conversion discount. The beneficial conversion factor in the amount of $180,000 is being accreted over the lives of the outstanding debt. Accretion expense of the beneficial conversion feature for the twelve months ended December 31, 2008 amounted to $89,375. For the twelve months ended December 31, 2008, and 2007, the Company recorded interest expense of $76,734 and $104 respectively on the convertible notes of which $69,542 is included in accrued expenses on the Company’s balance sheet.

7. Note Receivable/Note Payable - Related Party

a) During 2008 and 2007, certain officers of the Company made advances to the Company. After repayment to the officers, the balance due the officers as of December 31, 2008 and 2007, were $22,863 and $11,466, respectively. Two of the advances are interest free and all are due upon demand. Interest expense for the years ended December 31, 2008 and 2007, were $494 and $1,317, respectively.

b) In 2007, one of our officers and directors made a short term loan to the company in the amount of $110,000. The loan was secured by scooter inventory. The interest rate on the loan was 12%. The loan was repaid as of September 30, 2007 in full satisfaction of the terms and the Company recorded interest expense of $1,350 for the year ended December 31, 2007.

8. Accrued Expenses

Accrued expenses consist of the following:

	December 31,
	2008		2007
Professional fees	$	50,438	$	48,500
Payroll expense		167,903		76,978
Payroll Tax expense		379,572		45,825
Penalties		486,903		-
Rent		-		-
Commission expense				6,493
Interest expense		141,396		15,008
	$	1,226,211	$	192,804

9. Stockholders’ Equity

Common Stock

The Company is authorized to issue 100,000,000 shares of no par value common stock. All the outstanding common stock is fully paid and non-assessable. The total proceeds received for the common stock is the value used for the common stock.

In June 2008, the Company’s shareholders approved a 1 for 20 reverse stock split. Except for the presentation of common shares authorized and issued on the consolidated balance sheet, all shares and per share information has been revised to give retroactive effect to the reverse stock split.

During 2007, certain officers of the Company contributed $175,000 to the Company, which is included in Additional paid-in capital on the Company’s consolidated balance sheet.

a)	On August 6, 2008, the Company converted a $250,000 note payable and accrued interest of $25,000 into 550,000 common shares.

b)	On August 20, 2008, the company retained a consultant to provide equity research services. The Consultant was compensated 75,000 common shares for these services valued at $18,750.

c)	On August 26, 2008, the Company issued a distributor 250,000 shares of common stock valued at $62,500.

d)	On August 28, 2008, the Company paid compensation to a staffing company for providing sales personnel for a total of $20,000, which was paid $10,000 in cash and 14,285 shares of common stock valued at $10,000.

e)	On September 25, 2008, the Company retained a consultant to provide long range investor relations planning. The consultant was compensated 250,000 shares of common stock valued at $25,000 for these services.

f)	On September 29, 2008, an officer and director of the company, converted $40,000 of debt into 500,000 shares of common stock.

g)	On September 29, 2008, an officer and director of the company, converted $21,000 of debt into 262,500 shares of common stock.

h)	On September 29, 2008, a consultant of the Company converted $40,000 of debt into 500,000 shares of common stock.

i)	On October 1, 2008, the Company issued 125,000 shares of common stock to a lender valued at $22,500.

j)	On October 21, 2008, the Company entered into an agreement with a firm to provide the Company with capital restructuring and corporate financing advice. The firm was compensated 500,000 shares of common stock valued at $40,000.

Preferred Stock

The Company is authorized to issue 50,000,000 shares of no par value preferred stock. The Company has designated 3,000,000 of these authorized shares of preferred stock as Series B convertible Preferred Stock. The Board of Directors has the authority, without action by the stockholders, to designate and issue the shares of preferred stock in one or more series and to designate the rights, preferences and each series, any or all of which may be greater than the rights of the Company’s common stock.

a)	During 2007, the Company sold 54,000 shares of Series B Convertible Preferred Stock and received proceeds of $270,000.

b)	During 2007, the Company issued 333,316 shares of Series B Convertible Preferred Stock in exchange for the liquidation of $1,663,000 of Company debt.

c)	During 2007, the Company issued 265,900 shares of Series B Convertible Preferred Stock for services with a fair value of $726,950.

On January 18, 2008, the Company retained a firm to provide management consulting, business advisory, shareholder information and public relation services. The term of the agreement is one year. The Company issued 35,000 Series B Convertible shares for services to be performed with a fair value $43,750 and pays $2,500 per month as compensation under the agreement.

e)	On March 24, 2008, the Company issued 389 shares of Series B Convertible Preferred Stock for services valued at $1,712.

f)	On April 1, 2008, the Company retained a marketing consultant for $15,000. On April 21, 2008, the consultant agreed to convert his payable into 3,000 shares of Series B Convertible Shares.

g)	On April 24, 2008, the Company paid compensation to staffing company for providing permanent accounting personnel for a total of $10,272, which was paid $7,191 in cash and 514 shares of Series B Convertible Preferred Shares.

h)	On May 16, 2008, the Company issued MCMC, LLC. 200 shares of Series B Convertible Preferred Shares.

As of December 31, 2007, there were 2,303,216 Series B Convertible Preferred Shares outstanding which were convertible into 23,034,160 common shares of the Company’s common stock.

In June 2008, the Board of Directors converted all shares of Series B Convertible Preferred shares outstanding on that date into shares of common stock at the rate of 10 shares for each share of Series B Convertible Preferred Stock.

10. Income Taxes

The Company adopted the provisions of financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized no adjustment in the net liability for unrecognized income tax benefits.

During the year ended December 31, 2007, the Company recorded a deferred tax asset associated with its net operating loss (“NOL”) carryforwards of approximately $2,200,000 that was fully offset by a valuation allowance due to the determination that it was more likely than not that the Company would be unable to utilize these benefits in the foreseeable future. The Company’s NOL carryforwards expire in years through 2022.

The types of temporary differences between tax basis of assets and liabilities and their financial reporting amounts that give rise to the deferred tax liability or deferred tax asset and their appropriate tax effects are as follows:

	For the Year Ended
	December 31, 2008						December 31, 2007
	Temporary Difference			Tax Effect			Temporary Difference			Tax Effect
Gross deferred tax asset resulting from net operating loss carryforward	$	7,860,000		$	2,672,000		$	3,990,000		$	1,357,000
Valuation allowance		(7,860,000	)		(2,672,000	)		(3,990,000	)		(1,357,000	)
Net deffered tax asset	$	-		$	-		$	-		$	-

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

	For the Year Ended
	December 31,
		2008		2007
Tax benefit computed at the statutory rate	$	(1,315,914	)	$	(977,868	)
Tax effect of state operating losses		-			-
Effect of unused operating losses		1,315,914			849,836
	$	-		$	(128,032	)

11. Warrants

During January 2008, the Company issued a warrant to purchase 200,000 common shares at an exercise price of $0.01 per share. The warrant expires December 31, 2017. The fair value of the warrant is estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for the warrant in 2008: dividend yields of 0%, expected volatility of 218% and expected life of 10 years.

Summary of warrant activity as of December 31, 2008 and the changes during the twelve months ended December, 2008:

					Weighted
			Weighted		Average
			Average		Remaining
Warrants	Shares		Exercise Price		Contractual Term
Outstanding at January 1, 2008		-	$	-
Granted		200,000		0.01		9.5
Exercised		-		-
Forfeited, expired or cancelled		-		-

Outstanding at December 31, 2008		200,000	$	0.01		9.5

Exercisable at December 31, 2008		200,000	$	0.01		9.5

a. Dividend Payable

In September 2007, the Company entered into a share exchange agreement with the shareholders of PSF. Following the share exchange, the Company would transfer its existing business relating to the development of lastwordâ to its subsidiary, The Last Word Inc. To distribute the existing business of the Company to the shareholders, the Board of Directors of PPMC declared a dividend, payable in common stock of our subsidiary holding the lastwordâ technology, at the rate of one share of common stock of the subsidiary for each share of common stock of PPMC owned on the record date. The Board of Directors of PPMC used May 2, 2007, as the record date for this share dividend, with a payment date as soon as practicable thereafter. Prior to the payment of this dividend, our subsidiary holding the lastwordâ technology will have to file a registration statement under the Securities Act of 1933 with, and have the filing deemed effective by the SEC. As of December 31, 2008 and December 31, 2007, the dividend payable in the amount of $673,176 represents the net liabilities the will be assumed by The Last Word Inc.

12. Commitments and Contingencies

On April 1, 2007, the Company hired two consultants to provide transition management services, business planning, managerial systems analysis, sales and distribution assistance and inventory management systems services. Both contracts are each $15,000 per month and can be terminated at will when the Company decides that the services have been completed and/or are no longer necessary. One contract ceased on May 15, 2008. The other contract ceased on August 15 2008. For the twelve months ended December 31, 2008, the Company recorded consulting expense of $202,500.

On May 15, 2007, the Company entered into an exclusive licensing agreement with Andretti IV, LLC, a Pennsylvanian limited liability company to brand motorcycles and scooters. The term of the agreement is through December 31, 2017. Royalties under the agreement are tied to motorcycle and scooter sales branded under the “Andretti line”. Th e agreement calls for a minimum annual guarantee. After year two of the agreement, if the Company does not sell a certain minimum number of motorcycles and scooters under the “Andretti Line” it may elect to terminate the licensing agreement. A minimum payment of $250,000 was due under the agreement on March 31, 2008. A minimum payment of $250,000 is also due on July 31, 2008. These two payments totaling $500,000 represent the minimum annual guarantee owed to Andretti IV LLC for 2008. In addition, after certain volume targets are met, Andretti IV LLC receives a per bike fee. A consultant working for the Company co-guaranteed the minimum annual guarantee for the first two years and receives a 4.1667% of the license fees as a fee throughout the life of the license related to that work. The consultant subsequently became an officer and director of the Company. On January 1, 2008, the Company issued a warrant to Andretti IV, LLC, pursuant to their May 15, 2007 agreement, to purchase 200,000 common shares following the effectiveness of the Reverse Split at an exercise price equal to $.01 per share. The warrant expires December 31, 2017. The Company issued the warrant as part of the consideration to Andretti IV LLC in connection with the original license agreement signed in May 2007. The Company paid $50,000 as a licensing fee in 2007. The Company has paid $50,000 in 2008. The warrant has been accounted for in the financial statements.

On June 1, 2007, the Company hired Steven A. Kempenich as its Chief Executive Officer and a director of the Company. His contract is a two-year agreement at $16,666 per month. On August 14, 2008, he was terminated for cause. The Company is currently in litigation with him.

On October 11, 2007, the Company retained a firm to provide corporate communications and investor relations. The agreement is for one year which automatically renews unless either party elects to terminate the agreement with a notice of termination no later than sixty days prior to the end of the term. Fees for these services are $5,000 per month and 20,000 shares of common stock. Fees are earned but deferred until the seventh month at which time the deferred fees are paid in equal amounts along with the current fees as they are incurred. The Company paid $24,000 as consulting fees in 2007 of which $14,000 was paid with 1,000 shares of preferred stock.

Effective January 1, 2008, the Company entered into a monthly agency retainer agreement with a marketing and advertising firm to provide the company with services at a fee of $25,000 per month. This agreement ceased at the end of May, 2008.

On January 4, 2008, the Company entered into a short term secured convertible promissory note with a private investor for $250,000 at an annual simple interest rate of 15%. The note originally matured on March 1, 2008 and was extended to May 1, 2008. The note has the option to convert into post-reverse split common shares @ $1.00 per share. The Company granted the investor a security interest in all of the Company’s right, title and interest in all inventory of motorcycles, motor scooters, parts accessories and all proceeds of any and all of same including insurance payments and cash. There was no difference between the conversion price and the fair value of the common stock into which the debt is convertible.

On January 18, 2008, the Company retained a firm to provide management consulting, business advisory, shareholder information and public relation services. The term of the agreement is one year. The Company issued 35,000 Series B Convertible shares and pays $2,500 per month as compensation under the agreement.

On May 14, 2008, the Company signed an agreement with Road America Motor Club, Inc., to provide a 24 hour road-side assistance program to Andretti motorbike owners. The agreement commenced as of April 1, 2008 and continues for an initial term of two years, or until terminated by either party according to the terms of the agreement. The Company pays for the enrollment of each bike properly entered into the company warranty program for a period of one year subject to terms and conditions.

On June 27, 2008, the Company entered into a second licensing agreement with Andretti IV, LLC, to further utilize the name Andretti in the branding and sale of its Yamati brand line. The term of the agreement is through December 31, 2018. Royalties under the agreement are tied to motorcycle and scooter sales branded under the “Andretti Yamati line”. The agreement calls for a Minimum Annual Guarantee. Minimum payment of $45,000 was due on September 30, 2008. A minimum payment of $45,000 is also due on December 31, 2008. These payments have not been made. After year two of the agreement, if the Company does not sell a certain minimum number of motorcycles and scooters under the “Andretti Yamati Line” it may elect to terminate the licensing agreement.

On July 16, 2008, the Company entered into contracts with a storage company to provide warehousing and logistics services on the west coast of the United States. This contract requires fees for storage and handling of our motor bike inventory which are incurred monthly on a per bike basis.

On August 15, 2008, the Company hired Shawn Landgraf as the chief executive officer. His salary is $156,000 per year. He does not have a contract at this time. Landgraf is also the CEO of Magnus Partners, Inc., which has provided services to the Company in the past and is currently owed $56,750.

On October 1, 2008, the Company entered into a premium finance agreement with Cananwill, Inc., for the purchase of insurance. The total amount financed was $67,500, with an annual percentage rate of 8.84% and monthly payments of $7,026.50. This contract was terminated on March 1, 2009. There is an outstanding balance of $35,133.

On October 1, 2008, the Company entered into a premium finance agreement with Cananwill, Inc., for the purchase of additional insurance. The total amount financed was $27,000, with an annual percentage rate of 8.59% and monthly payments of $2,807.44. This contract was terminated on March 1, 2009. There is an outstanding balance of $14,037.

On October 23, 2008, the Company entered into an exclusive distribution agreement with Eurospeed, Inc., to distribute its Andretti product line to new and used automotive dealers in the U.S. and Canada. The agreement calls for an initial purchase of six hundred units before November 30, 2008 and a minimum of seventy-five hundred units over the first twelve months of the agreement. The Company’s manufacturer has agreed to supply Eurospeed with product in the event that the Company defaults under its manufacturing agreement. The initial purchase date had been extended to December 30, 2008. As of April, 2009, Eurospeed has not placed an initial order due to financing constraints. This agreement has expired.

13. Subsequent Events

On January 7, 2009, a creditor converted $90,000 into 4,500,000 shares of common stock.

On January 7, 2009, an officer and director converted $10,520 into 526,000 shares of common stock.

On January, 9, 2009, the Company entered into a revolving credit loan (the “Credit Facility”) with a private investment company. The loan is for a term of one year which is renewable under certain conditions and in the amount of one million dollars. Terms under the agreement include and origination fee of one and one-half percent, interest of one and three-quarters percent per month, a collateral management fee of one-half percent a month, an advance rate of fifty percent of cost, which includes supplier invoice, freight and customs, with a maturity on advances of one hundred and twenty days, audit fees, a minimum outstanding balance requirement of three hundred and fifty thousand dollars and an early termination fee of seven thousand five hundred dollars per month for every month still outstanding in the term. The investor has a first security interest in all inventory, equipment, fixtures, accounts, chattel paper, instruments, deposit accounts, documents, general intangibles, letter of credit rights, and all judgments, claims and insurance policies via Uniform Commercial Code Filing Position. As of April 13, 2009, there is an outstanding balance on this line of $469,484.

On January 20, 2009, the Company entered into a modification of its licensing agreement with Andretti IV, LLC, for payments due for the year 2008. As of December 31, 2008, PSF had a balance of $540,000 due to Andretti IV, LLC. Under the restructuring agreement, PSF made a commitment to pay $250,000 by February 6, 2009, agreed to execute a note for $87,000 due March 30, 2009, and convert $58,000 into 1,000,000 shares of common stock. Upon receipt of the payments, and payment in full of the note, Andretti IV, LLC, agreed to forgive the remaining balance due for 2008. This agreement is pending payment.

On February 12, 2009, an officer converted $21,000 into 666,666 shares of common stock.

On March 9, 2009, the company issued 1,000,000 shares of common stock to a senior sales executive as a retention incentive package.

On March 26, 2009, the Company entered into a premium finance agreement with Bank Direct Capital Finance for the purchase of insurance. The total amount financed was $23,333.20, with and annual percentage rate of 8% and monthly payments of $2,333.32.

On March 30, 2009, the Company sold 428,750 shares of common stock to an investor for $15,000.

On March 31, 2009, the Company subleased a portion of its warehouse space at its headquarters. The sublease is on a month-to-month basis for 6,000 square feet at a monthly rate including CAM charges of $3,250.

On April 6, the Company sold 2,000,000 shares of common stock for $100,000.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable

Item 9A (T). Controls and Procedures.

As supervised by our board of directors and our principal executive and principal financial officers, management has established a system of disclosure controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management's Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure controls and procedures (as defined in the 1934 Securities Exchange Act Rule 13a-15(e) and 15d-15(e)) as of December 31, 2008, are effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.

Management's Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934 (the "Exchange Act"). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Management assessed the effectiveness of internal control over financial reporting as of December 31, 2008. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm, pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report. Management concluded in this assessment that as of December 31, 2008, our internal control over financial reporting is effective.

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance.

Directors and Executive Officers

The following sets forth-certain information with respect to the directors and executive officers of the Company as at April 1, 2009:

Name	Age	Position
Steve Rubakh	48	President, Acting Chief
		Financial Officer and Director

Shawn Landgraf	36	Chief Executive Officer,
		Secretary and Director

The Company's directors are elected at the annual meeting of stockholders and hold office until their successors are elected and qualified. The Company's officers are appointed annually by the Board of Directors and serve at the pleasure of the Board. There is no family relationship among any of the Company's directors and executive officers.

The following is a brief summary of the business experience of each of the directors and executive officers of the Company:

Steve Rubakh, Founder of PSF and President

Steve Rubakh, age 48, founded Power Sports Factory, Inc., in June, 2003 and currently serves as the President. Prior to founding Power Sports Factory, Mr. Rubakh was the founder of International Parking Concepts specializing in providing services to the hospitality industry. From 1987 to 1992 Mr. Rubakh was the owner and operator of Gold Connection, a fine gem retail operation in Atlantic City. Mr. Rubakh attended both Community College of Philadelphia and Temple University majoring in business administration.

Shawn Landgraf, Chief Executive Officer

Shawn Landgraf, age 36, graduated with honors from The Smeal College of Business at the Pennsylvania State University in 1995. From 2001 to present, he has served as Chairman and CEO of Magnus Associates, a management consulting firm with advisory expertise in domestic and international private equity, investment banking, and business development matters. Mr. Landgraf currently is responsible for Magnus Associates new business generation, investment strategy and overall company direction. Additionally, over the last five years, Mr. Landgraf has worked in an advisory role with Comprehensive Medical Staffing, Diamond Property Development Co., and The Rail Network.

From 1996 to 2001, Mr. Landgraf was the founder, President and COO of TSI Broadband. Within five years of market entry, TSI Broadband became the leader in commercial broadband services. As an integral member of TSI Broadband, Mr. Landgraf was involved in the company’s overall strategy, business development, financial analysis and marketing. His responsibilities included overall company operations including fiscal strategy, sales, capital allocation and site acquisitions. From 1997 to 2001, Mr. Landgraf also served as Chairman of Aptegra Services, a premier provider of network integration and consulting services. Aptegra Services enabled small- to medium-sized companies to leverage technology in order to gain an edge over the competition. As Chairman, Mr. Landgraf oversaw the company’s direction, fiscal policy, technology deployment and recruiting services. Prior to 1996, Mr. Landgraf served as a financial analyst in the equity research division of Prudential-Vector Securities, in Chicago, IL, where he covered technology, biotechnology and healthcare companies.

Committees

We do not have an audit committee, although we intend to establish such a committee, with an independent "audit committee financial expert" member as defined in the rules of the SEC.

Section 16(A) Beneficial Ownership Reporting Compliance

In fiscal 2008, we believe that our officers and directors have complied with the filing requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.

Code of Conduct

We are reviewing a proposed corporate code of conduct, which would provide for internal procedures concerning the reporting and disclosure of corporate matters that are material to our business and to our stockholders. The corporate code of conduct would include a code of ethics for our officers and employees as to workplace conduct, dealings with customers, compliance with laws, improper payments, conflicts of interest, insider trading, company confidential information, and behavior with honesty and integrity.

Item 11. Executive Compensation.

The following table sets forth information for the years ended December 31, 2008 and 2007 concerning the compensation paid or awarded to the Chief Executive Officer and President of the Company..

SUMMARY COMPENSATION TABLE

Name and Principal Position (a)	Year (b)	Salary ($)(1) (c)		Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Change in Pension Value and Nonquali- fied Deferred Compensation Earnings ($) (h)	All Other Compensation (i)	Total ($) (j)
Steven A. Kempenich, Chief Executive Officer	2007	$	115,385							$	115,385
	2008	$	126,922							$	126,922
Steve Rubakh, President and Chief Financial Officer	2007	$	255,129							$	255,129
	2008	$	165,000							$	165,000

Shawn Landgraf, Chief Executive Officer	2008	$	51,000							$	51,000

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the beneficial ownership of the Company's common stock as of April 9, 2009, and on an as adjusted basis following effectiveness of the Reverse Split, by (a) each person known by the Company to own beneficially more than 5% of the Company's common stock, (b) each director of the Company who beneficially owns common stock, and (c) all officers and directors of the Company as a group. Each named beneficial owner has sole voting and investment power with respect to the shares owned.

As of April 9, 2009, there were 41,080,834 shares of common stock outstanding.

Name of Stockholder	Number of Shares of Common Stock Owned Beneficially at April 9, 2009		% Outstanding Stock at April 9, 2009
Steve Rubakh (1)		7,021,665		17.09	%
Shawn Landgraf (1)		2,825,234		6.88	%
Kurt Landgraf (1)		4,000,000		9.74	%
Gerald Goodman (2)		2,250,000		5.48	%
All Officers and Directors as a Group		9,846,899		23.97	%

(1)	The addresses of Messrs. Rubakh, Landgraf and Landgraf are c/o Power Sports Factory, Inc., 6950 Central Highway, Pennsauken, NJ 08109.

(2)	The address of Mr. Goodman is 2 Industrial Way West Eatontown, NJ 07724.

Item 13. Certain Relationships and Related Transactions, and Director Independence..

As part of the acquisition of PSF, on May 14, 2007, the Company issued 60,000,000 shares of Common Stock to Steve Rubakh, the major shareholder of PSF, and on August 31, 2007, entered into an amendment (the “Amendment”) to the Share Exchange Agreement governing the acquisition, that provided for a completion of the acquisition of PSF at a closing held on September 5, 2007. At the closing the Company issued 1,650,000 shares of a new Series B Convertible Preferred Stock (the “Preferred Stock”) to the shareholders of PSF, including 402,800 shares to Mr. Rubakh, who is now our President and a director, and 185,833 shares to Steven A. Kempenich, our former Chief Executive Officer and a former director, to complete the acquisition of PSF by us. Each share of Preferred Stock is convertible into 10 shares of our Common Stock.

Item 14. Principal Accountant Fees and Services.

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee's charter, all audit-related work and all non-audit work performed by our independent accounts, Madsen & Associates, CPA's Inc. is approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee is informed of each service actually rendered.

Audit Fees. Audit fees expected to be billed to us by Madsen & Associates, CPA's Inc. for the audit of financial statements included in our Annual Reports on Form 10-K, and reviews of the financial statements included in our Quarterly Reports on Form 10-Q, for the years ended December 31, 2008 and 2007 are approximately $31,615 and $9,575, respectively.

Audit-Related Fees. We have been billed $-0- and $-0- by Madsen & Associates, CPA's Inc. for the fiscal years ended December 31, 2008 and 2007, respectively, for the assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the caption "Audit Fees" above.

Tax Fees. We have been billed an aggregate of $-0- and $-0- by Madsen & Associates, CPA's Inc. for the fiscal years ended December 31, 2008 and 2007, respectively, for tax services.

All Other Fees. We have been billed an aggregate of $-0- and $-0- by Madsen & Associates, CPA's Inc. for the fiscal years ended December 31, 2008 and 2007, respectively, for permitted non-audit services.

Other Matters. N.A.

Applicable law and regulations provide an exemption that permits certain services to be provided by our outside auditors even if they are not pre-approved. We have not relied on this exemption at any time since the Sarbanes-Oxley Act was enacted.

To our knowledge, there have been no persons, other than Madsen & Associates, CPA's Inc.'s full time, permanent employees who have worked on the audit or review of our financial statements.

Item 15. Exhibits and Financial Statement Schedules.

(3) Exhibits.

Exhibit Number		Title
3 (a)		Certificate of Incorporation. (Incorporated by Reference to Exhibit 3(a) to the Company’s Registration Statement on Form 10-SB dated February 11, 1999.)

3 (a)(2)		Statement of Designations of Convertible Preferred Stock, Series B, filed August 4, 2007. (Incorporated by Reference to Exhibit 3(a)(2) to the Company’s Current Report on Form 8-K, filed September 12, 2007.)

3 (b)		By-Laws. (Incorporated by Reference to Exhibit 3(b) to the Company’s Registration Statement on Form 10-SB dated February 11, 1999.)

3 (b)(2)		Amendment to By-Laws approved August 5, 2007. (Incorporated by Reference to Exhibit 3(b)(2) to the Company’s Current Report on Form 8-K, filed September 12, 2007.)

10 (g)		Share Exchange and Acquisition Agreement, dated April 24, 2007, by and among the Company, Power Sports Factory, Inc., and the shareholders of Power Sports Factory, Inc. (Incorporated by Reference to Exhibit 10(g) to the Company’s Current Report on Form 8-K, filed September 12, 2007.)

10 (h)		Amendment, dated as of August 31, 2007, to Share Exchange and Acquisition Agreement, dated April 24, 2007, by and among the Company, Power Sports Factory, Inc., and the shareholders of Power Sports Factory, Inc. (Incorporated by Reference to Exhibit 10(h) to the Company’s Current Report on Form 8-K, filed September 12, 2007.)

10(i)		Loan and Security Agreement, dated January 9, 2009, by and between Power Sports Factory, Inc. and Crossroads Debt LLC. (Incorporated by Reference to Exhibit 10(h) to the Company’s Current Report on Form 8-K, filed January 21, 2009.)

10(j)		Restructuring Agreement, dated January 20, 2009, by and between Power Sports Factory, Inc. and Andretti IV, LLC. (Incorporated by Reference to Exhibit 10(h) to the Company’s Current Report on Form 8-K, filed January 29, 2009.)

Exhibit 31.1 - Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Exhibit 31.2 - Certification of the President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Exhibit 32.1 - Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

Exhibit 32.2 - Certification of the President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

SIGNATURES

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

POWER SPORTS FACTORY, INC.


By:	/s/ Shawn Landgraf	April 15 , 2009
	Chief Executive Officer


	/s/ Steve Rubakh	April 15, 2009
	Steve Rubakh, President, Chief Financial Officer and Director


	/s/ Shawn Landgraf	April 15, 2009
	Shawn Landgraf
	Chief Executive Officer, Secretary and Director