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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





Form 10-Q



|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended June 30, 2008



| ̈ | TRANSITION REPORT UNDER 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.

(Name of small business issuer in its charter)



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

6950 Central Highway, Pennsauken, NJ 08109

(Address of principal executive offices)

(856-488-9333)

(Issuers telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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     ̈  No

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

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

The number of shares outstanding the issuers common stock, no par value, was 28,348,403 as of August 1, 2008.









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Table of Contents



|              |  |                                                            |  |   
|------------- |  | ---------------------------------------------------------- |  | --
|PART I        |  | FINANCIAL INFORMATION                                      |  |   
|              |  |                                                           
|Item 1.       |  | Financial Statements                                       |  | 1 
|              |  |                                                           
|Item 2.       |  | Managements Discussion and Analysis or Plan of Operation  |  | 18
|              |  |                                                           
|Item 3.       |  | Quantitative and Qualitative Disclosures About Market Risk |  | 20
|              |  |                                                           
|Item 4T.      |  | Controls and Procedures                                    |  | 21
|              |  |                                                           
|PART II       |  |                                                            |  |   
|              |  |                                                           
|Item 6.       |  | Exhibits                                                   |  | 21
|              | 
|EXHIBIT INDEX |  | 22                                                        



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|Item 1. | Financial Statements
|------- | --------------------

Power Sports Factory, Inc.

I N D E X



|                                                                                                                                                     |  |         
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|                                                                                                                                                     |  | Page No.
|                                                                                                                                                     | 
|Consolidated Balance Sheets as at June 30, 2008 and December 31, 2007 (Unaudited)                                                                    |  | 2       
|                                                                                                                                                     | 
|Consolidated Statements of OperationsFor the Six and Three Months Ended June 30, 2008 and 2007 (Unaudited)                                           |  | 3       
|                                                                                                                                                     | 
|Consolidated Statements of Stockholders Equity (Deficiency)For the Year Ended December 
31, 2007 and the Six Months Ended June 30, 2008 (Unaudited) |  | 4       
|                                                                                                                                                     | 
|Consolidated Statements of Cash FlowsFor the Six Months Ended June 30, 2008 and 2007
(Unaudited)                                                     |  | 5-6     
|                                                                                                                                                     | 
|Notes to Unaudited Consolidated Financial Statements                                                                                                 |  | 7-17    



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POWER SPORTS FACTORY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                                                                                  |  | June 30,2008 |            |   | December 31,2007 |  
|ASSETS                                                                                                                                                                            |  |              |            |   |                  |   |            |  
|Current Assets:                                                                                                                                                                   |  |              |            |   |                  |   |            |  
|Cash                                                                                                                                                                              |  | $            | 75,702     |   |                  | $ | 11,146     |  
|Accounts receivable                                                                                                                                                               |  |              | 150,397    |   |                  |   | 3,959      |  
|Inventory                                                                                                                                                                         |  |              | 525,809    |   |                  |   | 937,703    |  
|Prepaid expenses                                                                                                                                                                  |  |              | 64,308     |   |                  |   | 135,319    |  
|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  
|Total Current Assets                                                                                                                                                              |  |              | 816,216    |   |                  |   | 1,088,127  |  
|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  
|Equipment-net                                                                                                                                                                     |  |              | 67,816     |   |                  |   | 71,389     |  
|Other assets                                                                                                                                                                      |  |              | 9,876      |   |                  |   | 9,876      |  
|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  
|TOTAL ASSETS                                                                                                                                                                      |  | $            | 893,908    |   |                  | $ | 1,169,392  |  
|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                                                                                                          |  |              |            |   |                  |   |            |  
|Current Liabilities:                                                                                                                                                              |  |              |            |   |                  |   |            |  
|Notes payable to related party                                                                                                                                                    |  | $            | 10,966     |   |                  | $ | 11,466     |  
|Accounts payable to related party                                                                                                                                                 |  |              | 80,894     |   |                  |   | 80,172     |  
|Accounts payable                                                                                                                                                                  |  |              | 1,549,945  |   |                  |   | 1,096,769  |  
|Current portion of long-term debt                                                                                                                                                 |  |              | 377,117    |   |                  |   | 164,772    |  
|Convertible debt                                                                                                                                                                  |  |              | 550,224    |   |                  |   | 262,159    |  
|Accrued expenses                                                                                                                                                                  |  |              | 494,341    |   |                  |   | 192,804    |  
|Dividend payable                                                                                                                                                                  |  |              | 879,335    |   |                  |   | 879,335    |  
|Customer deposit payable                                                                                                                                                          |  |              | 65,795     |   |                  |   |           |  
|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  
|Total Current Liabilities                                                                                                                                                         |  |              | 4,008,617  |   |                  |   | 2,687,477  |  
|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  
|Long-term liabilities                                                                                                                                                             |  |              |            |   |                  |   |            |  
|Long-term debt - less current portion                                                                                                                                             |  |              | 8,986      |   |                  |   | 10,461     |  
|Long-term convertible debt                                                                                                                                                        |  |              | 49,888     |   |                  |   | 24,143     |  
|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  
|Total Long-Term Liabilities                                                                                                                                                       |  |              | 58,874     |   |                  |   | 34,604     |  
|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  
|TOTAL LIABILITIES                                                                                                                                                                 |  |              | 4,067,491  |   |                  |   | 2,722,081  |  
|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  
|Stockholders Deficiency:                                                                                                                                                         |  |              |            |   |                  |   |            |  
|Preferred stock; no par value - authorized 50,000,000 shares;                                                                                                                     |  |              |            |   |                  |   |            |  
|Series B Convertible Preferred stock - outstanding -0- shares at June 30, 2008 and 2,303,216 shares at December 31,
2007                                                          |  |              |           |   |                  |   | 2,687,450  |  
|Common stock, no par value - authorized 100,000,000 shares; outstanding 28,348,403 and 28,348,403 shares at June 30, 2008 and 4,925,213
shares at December 31, 2007, respectively |  |              | 2,950,993  |   |                  |   | 200,000    |  
|Additional paid-in capital                                                                                                                                                        |  |              | 509,000    |   |                  |   | 429,000    |  
|Deficit                                                                                                                                                                           |  |              | (6,633,576 | ) |                  |   | (4,869,139 | )
|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  
|Total Stockholders Deficiency                                                                                                                                                    |  |              | (3,173,583 | ) |                  |   | (1,552,689 | )
|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                                                                                                    |  | $            | 893,908    |   |                  | $ | 1,169,392  |  
|                                                                                                                                                                                  |  |              |            |   |                  |   |            |  

See Notes to Unaudited Consolidated Financial Statements



2



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POWER SPORTS FACTORY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                      |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|------------------------------------- |  | ------------------------ | ---------- | - | -------------------------- | - | --------- | ---- |  | - | ---------- | - |  | - | --------- | -
|                                      |  | Six Months EndedJune 30, |            |   | Three Months EndedJune 30, |  
|                                      |  | 2008                     |            |   | 2007                       |   |           | 2008 |  |   | 2007       |  
|Net sales                             |  |                          | 1,410,135  |   |                            | $ | 1,678,886 |      |  |   | 917,047    |   |  | $ | 871,754   |  
|                                      |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|Costs and Expenses:                   |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|Cost of sales                         |  |                          | 991,519    |   |                            |   | 1,373,203 |      |  |   | 556,347    |   |  |   | 693,529   |  
|General and administrative expenses   |  |                          | 2,112,796  |   |                            |   | 800,728   |      |  |   | 717,837    |   |  |   | 515,199   |  
|Bad debt expense                      |  |                          | 1,499      |   |                            |   |          |      |  |   | 1,499      |   |  |   |          |  
|                                      |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|                                      |  |                          | 3,105,814  |   |                            |   | 2,173,931 |      |  |   | 1,275,683  |   |  |   | 1,208,728 |  
|                                      |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|Loss from operations                  |  |                          | (1,695,679 | ) |                            |   | (495,045  | )    |  |   | (358,636   | ) |  |   | (336,974  | )
|Other income and expenses:            |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|Interest expense                      |  |                          | (69,560    | ) |                            |   | (44,648   | )    |  |   | (41,129    | ) |  |   | (11,709   | )
|Interest income                       |  |                          | 802        |   |                            |   |          |      |  |   | 792        |   |  |   |          |  
|                                      |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|                                      |  |                          | (68,758    | ) |                            |   | (44,648   | )    |  |   | (40,337    | ) |  |   | (11,709   | )
|                                      |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|Loss before benefit from income taxes |  |                          | (1,764,437 | ) |                            |   | (539,693  | )    |  |   | (398,973   | ) |  |   | (348,683  | )
|(Benefit from) income taxes           |  |                          |           |   |                            |   | (128,032  | )    |  |   |           |   |  |   | (51,743   | )
|                                      |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|Net loss                              |  | $                        | (1,764,437 | ) |                            | $ | (411,661  | )    |  | $ | (398,973   | ) |  | $ | (296,940  | )
|                                      |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|Loss per common share  basic         |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|and diluted                           |  | $                        | (0.24      | ) |                            | $ | (0.08     | )    |  | $ |           |   |  | $ | (0.06     | )
|                                      |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|Weighted average common shares -      |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  
|Basic and diluted                     |  |                          | 7,499,190  |   |                            |   | 4,925,213 |      |  |   | 10,073,167 |   |  |   | 4,925,213 |  
|                                      |  |                          |            |   |                            |   |           |      |  |   |            |   |  |   |           |  

See Notes to Unaudited Consolidated Financial Statements



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POWER SPORTS FACTORY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY)

(Unaudited)



|                                                                              |  |                 |   |  |              |            |   |        |             |                          |        |                           |           |  |       |         |  |   |            |   |  |   |            |  
|----------------------------------------------------------------------------- |  | --------------- | - |  | ------------ | ---------- | - | ------ | ----------- | ------------------------ | ------ | ------------------------- | --------- |  | ----- | ------- |  | - | ---------- | - |  | - | ---------- | -
|                                                                              |  |                 |   |  |              |            |   |        |             | AdditionalPaid-inCapital |        | RetainedEarnings(Deficit) |           |  |       |        
|                                                                              |  | Preferred Stock |   |  | Common Stock |            |   |        |             |                         
|                                                                              |  | Shares          |   |  | Amount       |            |   | Shares |             |                          | Amount |                           |           |  | Total |        
|Balance, January 1, 2007                                                      |  | 1,650,000       |   |  | $            | 27,500     |   |        | 60,000,000  |                          |        | $                         | 100,000   |  | $     | 74,000  |  | $ | 58,245     |   |  | $ | 259,745    |  
|Effect of reverse merger                                                      |  |                |   |  |              |           |   |        | 38,503,940  |                          |        |                           | 100,000   |  |       |        |  |   | (2,179,335 | ) |  |   | (2,079,335 | )
|Effect of one for twenty reverse stock split                                  |  |                |   |  |              |           |   |        | (93,578,727 | )                        |        |                           |          |  |       |        |  |   |           |   |  |   |           |  
|Conversion of debt for preferred stock                                        |  | 240,716         |   |  |              | 1,200,000  |   |        |            |                          |        |                           |          |  |       |        |  |   |           |   |  |   | 1,200,000  |  
|Issuance of preferred stock for services (valued at $3.00 - $14.00 per share) |  | 265,900         |   |  |              | 726,950    |   |        |            |                          |        |                           |          |  |       |        |  |   |           |   |  |   | 726,950    |  
|Issuance 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   |                          |        |                           | 200,000   |  |       | 429,000 |  |   | (4,869,139 | ) |  |   | (1,552,689 | )
|Issuance of preferred stock for services (valued at $2.50 - $6.00 per share)  |  | 39,103          |   |  |              | 63,543     |   |        |            |                          |        |                           |          |  |       |        |  |   |           |   |  |   | 63,543     |  
|Issuance of 200,000 warrants                                                  |  |                |   |  |              |           |   |        |            |                          |        |                           |          |  |       | 80,000  |  |   |           |   |  |   | 80,000     |  
|Conversion of preferred stock into common stock                               |  | (2,342,319      | ) |  |              | (2,750,993 | ) |        | 23,423,190  |                          |        |                           | 2,750,993 |  |       |        |  |   |           |   |  |   |           |  
|Net loss for the six months ended                                             |  |                 |   |  |              |            |   |        |             |                          |        |                           |           |  |       |         |  |   |            |   |  |   |            |  
|June 30, 2008                                                                 |  |                |   |  |              |           |   |        |            |                          |        |                           |          |  |       |        |  |   | (1,764,437 | ) |  |   | (1,764,437 | )
|                                                                              |  |                 |   |  |              |            |   |        |             |                          |        |                           |           |  |       |         |  |   |            |   |  |   |            |  
|Balance at June 30, 2008                                                      |  |                |   |  | $            |           |   |        | 28,348,403  |                          |        | $                         | 2,950,993 |  | $     | 509,000 |  | $ | (6,633,576 | ) |  | $ | (3,173,583 | )
|                                                                              |  |                 |   |  |              |            |   |        |             |                          |        |                           |           |  |       |         |  |   |            |   |  |   |            |  

See Notes to Unaudited Consolidated Financial Statements



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POWER SPORTS FACTORY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                            |  |                                  |            |   |      |   |            |  
|--------------------------------------------------------------------------- |  | -------------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                            |  | For the Six MonthsEnded June 30, |           
|                                                                            |  | 2008                             |            |   | 2007 |  
|CASH FLOW FROM OPERATING ACTIVITIES:                                        |  |                                  |            |   |      |   |            |  
|Net loss                                                                    |  | $                                | (1,764,437 | ) |      | $ | (411,661   | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                  |            |   |      |   |            |  
|Depreciation and amortization                                               |  |                                  | 4,885      |   |      |   | 4,366      |  
|Non-cash compensation                                                       |  |                                  | 63,543     |   |      |   |           |  
|Non-cash fair value of warrants                                             |  |                                  | 80,000     |   |      |   |           |  
|Loss on abandonment of leasehold improvements                               |  |                                  |           |   |      |   | 22,847     |  
|Accretion of beneficial conversion feature                                  |  |                                  | 63,810     |   |      |   |           |  
|Changes in operating assets and liabilities                                 |  |                                  | 1,157,697  |   |      |   | 1,563,761  |  
|                                                                            |  |                                  |            |   |      |   |            |  
|Net cash provided by (used in) operations                                   |  |                                  | (394,502   | ) |      |   | 1,179,313  |  
|                                                                            |  |                                  |            |   |      |   |            |  
|CASH FLOW FROM INVESTING ACTIVITIES:                                        |  |                                  |            |   |      |   |            |  
|Purchase of equipment                                                       |  |                                  | (1,312     | ) |      |   |           |  
|Change in restricted cash                                                   |  |                                  |           |   |      |   | 173,264    |  
|                                                                            |  |                                  |            |   |      |   |            |  
|Net cash provided by (used in) investing activities                         |  |                                  | (1,312     | ) |      |   | 173,264    |  
|                                                                            |  |                                  |            |   |      |   |            |  
|CASH FLOW FROM FINANCING ACTIVITIES:                                        |  |                                  |            |   |      |   |            |  
|Proceeds from related party                                                 |  |                                  |           |   |      |   | 290,000    |  
|Repayment of debt - related party                                           |  |                                  | (500       | ) |      |   | (77,685    | )
|Proceeds from loans payable                                                 |  |                                  | 379,667    |   |      |   |           |  
|Repayment of debt                                                           |  |                                  | (168,797   | ) |      |   | (1,569,515 | )
|Proceeds from convertible debt                                              |  |                                  | 250,000    |   |      |   |           |  
|                                                                            |  |                                  |            |   |      |   |            |  
|Net cash provided by (used in) financing activities                         |  |                                  | 460,370    |   |      |   | (1,357,200 | )
|                                                                            |  |                                  |            |   |      |   |            |  

See Notes to Unaudited Consolidated Financial Statements



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POWER SPORTS FACTORY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)



|                                                         |  |                                  |           |   |      |   |           |  
|-------------------------------------------------------- |  | -------------------------------- | --------- | - | ---- | - | --------- | -
|                                                         |  | For the Six MonthsEnded June 30, |          
|                                                         |  | 2008                             |           |   | 2007 |  
|Net increase (decrease) in cash                          |  |                                  | 64,556    |   |      |   | (4,623    | )
|Cash - beginning of period                               |  |                                  | 11,146    |   |      |   | 46,740    |  
|                                                         |  |                                  |           |   |      |   |           |  
|Cash - end of period                                     |  | $                                | 75,702    |   |      | $ | 42,117    |  
|                                                         |  |                                  |           |   |      |   |           |  
|Changes in operating assets and liabilities consists of: |  |                                  |           |   |      |   |           |  
|Decrease (Increase) in accounts receivable               |  | $                                | (146,438  | ) |      | $ | 153,556   |  
|Decrease in inventory                                    |  |                                  | 411,894   |   |      |   | 1,348,609 |  
|Decrease (increase) in prepaid expenses                  |  |                                  | 71,011    |   |      |   | (37,500   | )
|(Increase) in deposit on bikes                           |  |                                  |          |   |      |   | (57,720   | )
|Decrease in other assets                                 |  |                                  |          |   |      |   | 4,000     |  
|Increase in accounts payable                             |  |                                  | 453,898   |   |      |   | 329,540   |  
|Decrease (increase) in accrued expenses                  |  |                                  | 301,537   |   |      |   | (176,724  | )
|Increase in customer deposits                            |  |                                  | 65,795    |   |      |   |          |  
|                                                         |  |                                  |           |   |      |   |           |  
|                                                         |  | $                                | 1,157,697 |   |      | $ | 1,563,761 |  
|                                                         |  |                                  |           |   |      |   |           |  
|Supplementary information:                               |  |                                  |           |   |      |   |           |  
|Cash paid during the year for:                           |  |                                  |           |   |      |   |           |  
|Income taxes                                             |  | $                                |          |   |      | $ |          |  
|                                                         |  |                                  |           |   |      |   |           |  
|Interest                                                 |  | $                                | 14,559    |   |      | $ | 49,088    |  
|                                                         |  |                                  |           |   |      |   |           |  
|Non-cash financing activities:                           |  |                                  |           |   |      |   |           |  
|Issuance of preferred stock for services                 |  | $                                | 63,543    |   |      | $ |          |  
|                                                         |  |                                  |           |   |      |   |           |  
|Issuance of warrants for services                        |  | $                                | 80,000    |   |      | $ |          |  
|                                                         |  |                                  |           |   |      |   |           |  

See Notes to Unaudited Consolidated Financial Statements



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##### Table of Contents

Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 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 brand.

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 3,000,000 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 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.

The consolidated balance sheet as of June 30, 2008, and the consolidated statements of operations, stockholders deficiency and cash flows for the periods presented herein have been prepared by the Company and are unaudited. In
the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders deficiency and cash flows for all periods
presented have been made. The results for the six months ended June 30, 2008 should not be viewed as indicative of the Companys annual results or the Companys results for any other period. The information for the consolidated
balance sheet as of December 31, 2007 was derived from audited financial statements.

GOING CONCERN

The Companys consolidated financial statements for the six months ended June 30, 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.



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2008



SIGNIFICANT ACCOUNTING POLICIES

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 June 30, 2008 which include stock purchase warrants and convertible debt, convertible into 1,000,000 common shares, have been excluded from the computation as their effect is antidilutive. There
were no potentially dilutive securities at June 30, 2007.

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.



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2008



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

For the six months ended June 30, 2008 and June 30, 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 six months ended
June 30, 2008 and June 30, 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.

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.

NEW FINANCIAL ACCOUNTING STANDARDS

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.



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2008



In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133 (SFAS No. 161). The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entitys financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company does not believe that SFAS No. 161 will have a material impact on its financial statements.



|2. | Inventories
|-- | -----------

The components of inventories are as follows:



|                      |  |              |         |                  |   |        
|--------------------- |  | ------------ | ------- | ---------------- | - | -------
|                      |  | June 30,2008 |         | December 31,2007
|Motor bikes           |  | $            | 182,912 |                  | $ | 576,780
|Parts                 |  |              | 92,897  |                  |   | 44,340 
|Deposits on Inventory |  |              | 250,000 |                  |   | 316,583
|                      |  |              |         |                  |   |        
|                      |  | $            | 525,809 |                  | $ | 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.



|3. | Property and Equipment
|-- | ----------------------



|                               |  |              |        |                  |   |       
|------------------------------ |  | ------------ | ------ | ---------------- | - | ------
|                               |  | June 30,2008 |        | December 31,2007
|Equipment                      |  | $            | 41,898 |                  | $ | 40,586
|Signs                          |  |              | 7,040  |                  |   | 7,040 
|Software                       |  |              | 37,566 |                  |   | 37,566
|                               |  |              |        |                  |   |       
|                               |  |              | 86,504 |                  |   | 85,192
|Less: accumulated depreciation |  |              | 18,688 |                  |   | 13,803
|                               |  |              |        |                  |   |       
|                               |  | $            | 67,816 |                  | $ | 71,389
|                               |  |              |        |                  |   |       

Depreciation expense for the six and three months ended June 30, 2008 and 2007 amounted to $4,885 and $4,366
and $2,414 and $1,977, 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 1/2percent 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.



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2008



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.



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2008



|5. | Long-term debt
|-- | --------------

Long-term debt consists of the following:



|                                                                                                     |  |              |         |                  |   |        
|---------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ---------------- | - | -------
|                                                                                                     |  | June 30,2008 |         | December 31,2007
|Note payable to Five Point Capital Inc. due May 2011; interest at 18.45%; monthly payments of $397   |  | $            | 11,807  |                  | $ | 13,036 
|Note payable due April 30, 2008; interest at 10% payable at maturity (1)                             |  |              | 80,000  |                  |   | 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)        |  |              | 7,064   |                  |   | 48,479 
|Note payable to Micro Capital Management Corp. due June 14, 2008; interest at 8% (4)                 |  |              | 12,955  |                  |   | 14,500 
|Note payable to AICCO, Inc due September 10, 2008, interest at 7.75%; monthly payments of $7,388 (3) |  |              | 21,880  |                  |   |       
|Demand note payable to Shawn Landgraf; interest free                                                 |  |              | 12,397  |                  |   | 15,000 
|Note payable due June 15, 2008; interest at 20.0% simple interest with a private investor(s) (5)     |  |              | 240,000 |                  |   |       
|                                                                                                     |  |              |         |                  |   |        
|                                                                                                     |  |              | 386,103 |                  |   | 175,233
|Less amounts due within one year                                                                     |  |              | 377,117 |                  |   | 164,772
|                                                                                                     |  |              |         |                  |   |        
|                                                                                                     |  | $            | 8,986   |                  | $ | 10,461 
|                                                                                                     |  |              |         |                  |   |        

For the six and three months ended June 30, 2008 and 2007, the Company recorded interest expense of $69,660,
$44,648 and $41,229 and $11,709, respectively.



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2008



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.

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 is due on September 10, 2008.

4) On December 14, 2007, the Company borrowed $14,500 on a short term basis due June 14, 2008 at 8% interest. For the six months ended
June 30, 2008, the Company recorded interest expense of $592. 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.

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. This note is currently in default.

The aggregate amounts of all
long-term debt to be repaid for the year following December 31, 2007 is:



|                |  |   |        
|--------------- |  | - | -------
|2008            |  | $ | 376,118
|2009            |  |   | 3,188  
|2010            |  |   | 3,828  
|2011            |  |   | 2,969  
|                |  |   |        
|                |  |   | 386,103
|Current portion |  |   | 377,117
|                |  |   |        
|                |  | $ | 8,986  
|                |  |   |        



|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. Payments under the notes for January 1, April 1 and July 1 have been deferred until August 31, 2008.

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 was 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 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. On August 6, 2008, the note was converted into 250,000 shares of the
Companys common stock . 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.



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##### Table of Contents

Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2008



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 six months ended June 30, 2008 amounted
to $63,810. For the six months ended June 30, 2008, the Company recorded interest expense of $45,783 on the convertible notes, of which $53,344 is included in accrued expenses on the Companys balance sheet.



|7. | Note Receivable/Note PayableRelated Party
|-- | ------------------------------------------

a) As of
December 31, 2006, the Company advanced $166,400 to a related party. This advance was taken as payroll in 2007. This was a demand loan with no interest.

b) In 2007 and 2006, officers of the Company advanced $59,800 and $54,266, respectively, to the Company. During 2008 and 2007, the Company repaid $500 and $102,600, respectively. At June 30, 2008, the balance was $10,966. The advances
are interest free and due upon demand.



|8. | Accrued Expenses
|-- | ----------------

Accrued expenses consist of the following:



|                    |  |              |         |                  |   |        
|------------------- |  | ------------ | ------- | ---------------- | - | -------
|                    |  | June 30,2008 |         | December 31,2007
|Payroll expense     |  | $            | 140,165 |                  | $ | 76,978 
|Payroll tax expense |  |              | 263,074 |                  |   | 45,825 
|Other               |  |              | 91,102  |                  |   | 70,001 
|                    |  |              |         |                  |   |        
|                    |  | $            | 494,341 |                  | $ | 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.

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.



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2008



|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.
|-- | ----------------------------------------------------------------------------------------------------------------------------------



|d) | 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 17,500 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
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.



|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.



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##### Table of Contents

Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2008



Summary of warrant activity as of June 30, 2008 and the changes during the six months ended June 30, 2008:



|                                |  |         |  |                               |      |                                          |     |                         |   |  
|------------------------------- |  | ------- |  | ----------------------------- | ---- | ---------------------------------------- | --- | ----------------------- | - | -
|Warrants                        |  | Shares  |  | WeightedAverageExercise Price |      | WeightedAverageRemainingContractual Term |     | AggregateIntrinsicValue
|Outstanding at January 1, 2008  |  |        |  | $                             |     |                                          |     |                         |   |  
|Granted                         |  | 200,000 |  |                               | 0.01 |                                          | 9.5 |                         | $ | 
|Exercised                       |  |        |  |                               |     |                                          |     |                         |   |  
|Forfeited, expired or cancelled |  |        |  |                               |     |                                          |     |                         | $ | 
|                                |  |         |  |                               |      |                                          |     |                         |   |  
|Outstanding at June 30, 2008    |  | 200,000 |  | $                             | 0.01 |                                          | 9.5 |                         |   |  
|Exercisable at June 30, 2008    |  | 200,000 |  | $                             | 0.01 |                                          | 9.5 |                         |   |  



|12. | 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
lastword® to its subsidiary, The Last Word Inc. To distribute the existing business of the Company to the shareholders, the Board of Directors of Purchase Point Media Corp.
(PPMC) declared a dividend, payable in common stock of our subsidiary holding the lastword® 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 lastword® technology will have to file a registration statement under the Securities Act of 1933 with, and have the filing deemed effective by the SEC. The Company
plans to file the registration statement as soon as practicable. As of June 30, 2008 and December 31, 2007, the dividend payable in the amount of $879,335 represents the net liabilities that will be assumed by The Last Word Inc.



|13. | Commitments and Contingencies
|--- | -----------------------------

a) 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. For the six months ended June 30, 2008, the Company recorded consulting expense of $90,000.

b) 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. The 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



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2008



200,000 common shares 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 warrant has been
accounted for in the financial statements.

c) 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.

d) 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.

e) On December 5, 2007, the Company entered into contracts with a storage company to provide warehousing and logistics services on the East and West coasts of the United States. These contracts require fees for storage and handling of
our motor bike inventory which are incurred monthly on a per bike basis. To date, the Company has not incurred any fees under these agreements because it has utilized warehousing capability at its headquarters in New Jersey.

f) 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. This agreement terminated at the end of May 2008.

g) 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.

h) 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. After year two of the agreement, if the Company does not sell a certain minimum of motorcycles and scooters under the Andretti Yamati Line it may elect to terminate the licensing agreement.



|14. | Subsequent Events
|--- | -----------------



| | a) | 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 an average cost of 3.333% per month. The Company may utilize this arrangement up to one million
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 an officer of the Company.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | 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.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|ITEM 2. | 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 has invested over one million dollars 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.

To distribute this existing business of the Company following the PSF acquisition, to our stockholders, the Board
of Directors of the Company has declared a dividend, payable in common stock of our subsidiary holding our last word® technology, at the rate of one share of common stock of
this subsidiary for each share of common stock of the Company owned on the record date. The Board of Directors of the Company has fixed 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 last word® technology will have to file a registration statement under the Securities Act of 1933 with,
and have the filing declared effective by, the SEC. We plan to file the registration statement for this dividend as soon as practicable.

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 (the Preferred Stock) to the shareholders of PSF, to complete the acquisition of PSF by us. Each share of Preferred Stock is convertible into 10 shares of our Common Stock following effectiveness of the 1:20 reverse split described
below.

Pursuant to a Definitive Information Statement filed with the SEC, and stockholder approval at a stockholders meeting on May 28, 2008,
effective June 10, 2008, we effected a 1:20 reverse split (the Reverse Split) of our outstanding common stock in connection with the Share Exchange Agreement, and changed our name from Purchase Point Media Corp. to Power Sports
Factory, Inc.



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Results of Operations

Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007

During the three months ended June 30, 2008,
we incurred a net loss of $398,973, as compared with a net loss of $296,940 for the comparable period in 2007, the increased loss being primarily attributable to an increase in general and administrative expenses from approximately $515,599 in 2007
to $737,827 in 2008, and an increase in net sales from $871,754 for the three months ended June 30, 2007, to $917,047 for the three months ended June 30, 2008, coupled with a decrease in cost of sales from $693,529 in 2007 to $556,347 in
2008.

Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

During the six months ended June 30, 2008, we incurred a net loss of $1,764,437, as compared with a net loss of $411,661 for the comparable period in 2007, the
increased loss being primarily attributable to an increase in general and administrative expenses from approximately $800,729 in 2007 to $2,112,796 in 2008, and a decrease in net sales from $1,678,886 for the six months ended June 30, 2007, to
$1,410,135 for the six months ended June 30, 2008, coupled with a decrease in cost of sales from $1,373,203 in 2007 to $991,599 in 2008.

The decrease
in sales for the six month period ended June 30, 2008, was primarily due to introduction of our new line of scooters under our recently negotiated rights to the Andretti brand and the lack of adequate inventory to meet the requirements of our
dealers. For our increased inventory requirements and marketing efforts, as well as product development, we will require substantial additional financing.

We have working capital and stockholders deficiencies in the amount of $3,192,401 and $3,173,583, respectively, at June 30, 2008.

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.

As of June 30, 2008, the Company had $75,702 of
cash on hand. The Company has incurred a net loss of $1,764,437 in the six months ended June 30, 2008, and has working capital and stockholders deficiencies of $3,192,401 and $3,173,583, respectively, at June 30, 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 six months ended June 30, 2008, we
received proceeds of $250,000 from the issuance of convertible debt and net proceeds from loans payable of $210,870 from debt incurred. 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.



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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.

CRITICAL ACCOUNTING ISSUES

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 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.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities, an amendment of FASB Statement No. 133 (SFAS No. 161). The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to
enable investors to better understand their effects on an entitys financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15,
2008. The Company does not believe that SFAS No. 161 will have a material impact on its financial statements.



|ITEM 3. | 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.



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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 4T. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

The Companys Chief
Executive Officer and its Chief Financial Officer are primarily responsible for the accuracy of the financial information that is presented in this quarterly Report. These officers have as of the close of the period covered by this Quarterly Report,
evaluated the Companys disclosure controls and procedures (as defined in Rules 13a-4c and 15d-14c promulgated under the Securities Exchange Act of 1934) and determined that such controls and procedures were effective in ensuring that material
information relating to the Company was made known to them during the period covered by this Quarterly Report. In their evaluation, no changes were made to the Companys internal controls in this period that have materially affected, or are
reasonably likely materially to affect, the Companys internal control over financial reporting.

PART IIOTHER INFORMATION



|Item 1. | LEGAL PROCEEDINGS.
|------- | ------------------

None.



|ITEM 1A. | RISK FACTORS.
|-------- | -------------

There are no material changes in the risk factors
previously disclosed in our 10-KSB for the year ended December 31, 2007.



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

Not
applicable



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

Not applicable.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|------- | ----------------------------------------------------

Not
applicable.



|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

Not applicable.



|ITEM 6. | EXHIBITS.
|------- | ---------



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|     |  |                                                                                                                                                        
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of The Sarbanes Oxley Act of 2002.                                                    
|     | 
|31.2 |  | Certification of Chief Financial Officer Pursuant to Section 302 of The Sarbanes Oxley Act of 2002.                                                    
|     | 
|32.1 |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.
|     | 
|32.2 |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



POWER SPORTS FACTORY, INC. (Registrant)By:

/s/ Shawn LandgrafShawn Landgraf, Chief Executive Officer


Dated: August 18, 2008

EXHIBIT INDEX



|              |  |                                                                                                                                                        
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                            
|              | 
|31.1          |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.                                                    
|              | 
|31.2          |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.                                                    
|              | 
|32.1          |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.
|              | 
|32.2          |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.



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