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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





Form 10-Q/A



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

For the quarterly period ended March 31, 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 ofincorporation or organization) |  | (I.R.S. EmployerIdentification 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 98,503,940 as of May 1, 2008.









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Table of Contents



|              |  |                                                            |  |   
|------------- |  | ---------------------------------------------------------- |  | --
|PART I        |  | FINANCIAL INFORMATION                                      |  |   
|              |  |                                                           
|Item 1.       |  | Financial Statements                                       |  | 3 
|              |  |                                                           
|Item 2.       |  | Managements Discussion and Analysis or Plan of Operation  |  | 21
|              |  |                                                           
|Item 3.       |  | Quantitative and Qualitative Disclosures About Market Risk |  | 23
|              |  |                                                           
|Item 4T.      |  | Controls and Procedures                                    |  | 24
|              |  |                                                           
|PART II       |  |                                                            |  |   
|              |  |                                                           
|Item 5.       |  | Other Information                                          |  | 24
|              |  |                                                           
|Item 6.       |  | Exhibits                                                   |  | 24
|              |  |                                                           
|EXHIBIT INDEX |  |                                                            |  | 25



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AS A PART OF THE REVIEW BY THE SECURITIES AND EXCHANGE COMMISSION OF THE COMPANYS PAST FILINGS UNDER THE
SECURITIES EXCHANGE ACT OF 1934, WE ARE FILING THIS AMENDMENT NO. 1 TO OUR FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2008, AND HAVE ALSO FILED AN AMENDMENT NO. 1 TO OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007. THIS AMENDMENT
NO. 1 AMENDS AND RESTATES OUR FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2008 AND THE INFORMATION UNDER THE CAPTION MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



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

Power Sports Factory, Inc.

I N D E X



|                                                                                                                                                        |  |         
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|                                                                                                                                                        |  | Page No.
|                                                                                                                                                        | 
|Consolidated Balance Sheets as at March 31, 2008 (Unaudited)                                                                                            |  | 4       
|                                                                                                                                                        | 
|Consolidated Statements of OperationsFor the Three Months Ended March 31, 2008 and 2007
(Unaudited)                                                     |  | 5       
|                                                                                                                                                        | 
|Consolidated Statements of Stockholders Equity (Deficiency)For the Year Ended December 
31, 2007 and the Three Months Ended March 31, 2008 (Unaudited) |  | 6       
|                                                                                                                                                        | 
|Consolidated Statements of Cash FlowsFor the Three Months Ended March 31, 2008 and 2007
(Unaudited)                                                     |  | 7-8     
|                                                                                                                                                        | 
|Notes to Unaudited Consolidated Financial Statements                                                                                                    |  | 9       



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POWER SPORTS FACTORY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                                  |  |               |            |   |                  |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                                  |  | March 31,2008 |            |   | December 31,2007 |  
|ASSETS                                                                                                                            |  |               |            |   |                  |   |            |  
|Current Assets:                                                                                                                   |  |               |            |   |                  |   |            |  
|Cash                                                                                                                              |  | $             | 17,300     |   |                  | $ | 11,146     |  
|Accounts receivable                                                                                                               |  |               | 53,088     |   |                  |   | 3,959      |  
|Inventory                                                                                                                         |  |               | 889,033    |   |                  |   | 937,703    |  
|Prepaid expenses                                                                                                                  |  |               | 235,901    |   |                  |   | 135,319    |  
|                                                                                                                                  |  |               |            |   |                  |   |            |  
|Total Current Assets                                                                                                              |  |               | 1,195,322  |   |                  |   | 1,088,127  |  
|                                                                                                                                  |  |               |            |   |                  |   |            |  
|Equipment-net                                                                                                                     |  |               | 70,230     |   |                  |   | 71,389     |  
|Other assets                                                                                                                      |  |               | 9,876      |   |                  |   | 9,876      |  
|                                                                                                                                  |  |               |            |   |                  |   |            |  
|TOTAL ASSETS                                                                                                                      |  | $             | 1,275,428  |   |                  | $ | 1,169,392  |  
|                                                                                                                                  |  |               |            |   |                  |   |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                                                          |  |               |            |   |                  |   |            |  
|Current Liabilities:                                                                                                              |  |               |            |   |                  |   |            |  
|Notes payable to related party                                                                                                    |  | $             | 11,466     |   |                  | $ | 11,466     |  
|Accounts payable to related party                                                                                                 |  |               | 100,400    |   |                  |   | 80,172     |  
|Accounts payable                                                                                                                  |  |               | 1,948,309  |   |                  |   | 1,096,769  |  
|Current portion of long-term debt                                                                                                 |  |               | 190,625    |   |                  |   | 164,772    |  
|Convertible debt                                                                                                                  |  |               | 538,470    |   |                  |   | 262,159    |  
|Accrued expenses                                                                                                                  |  |               | 341,404    |   |                  |   | 192,804    |  
|Dividend payable                                                                                                                  |  |               | 879,335    |   |                  |   | 879,335    |  
|                                                                                                                                  |  |               |            |   |                  |   |            |  
|Total Current Liabilities                                                                                                         |  |               | 4,010,009  |   |                  |   | 2,687,477  |  
|                                                                                                                                  |  |               |            |   |                  |   |            |  
|Long-term liabilities                                                                                                             |  |               |            |   |                  |   |            |  
|Long-term debt - less current portion                                                                                             |  |               | 9,741      |   |                  |   | 10,461     |  
|Long-term convertible debt                                                                                                        |  |               | 48,374     |   |                  |   | 24,143     |  
|                                                                                                                                  |  |               |            |   |                  |   |            |  
|Total Long-Term Liabilities                                                                                                       |  |               | 58,115     |   |                  |   | 34,604     |  
|                                                                                                                                  |  |               |            |   |                  |   |            |  
|TOTAL LIABILITIES                                                                                                                 |  |               | 4,068,124  |   |                  |   | 2,722,081  |  
|                                                                                                                                  |  |               |            |   |                  |   |            |  
|Stockholders Deficiency:                                                                                                         |  |               |            |   |                  |   |            |  
|Preferred stock; no par value - authorized 50,000,000 shares;                                                                     |  |               |            |   |                  |   |            |  
|Series B Convertible Preferred stock - outstanding 2,320,805 shares at March 31, 2008 and 2,303,216 shares at December 31,
2007   |  |               | 2,732,912  |   |                  |   | 2,687,450  |  
|Common stock, no par value - authorized 100,000,000 shares; outstanding 98,503,940 shares at March 31, 2008 and December 31, 2007 |  |               | 200,000    |   |                  |   | 200,000    |  
|Additional paid-in capital                                                                                                        |  |               | 509,000    |   |                  |   | 429,000    |  
|Deficit                                                                                                                           |  |               | (6,234,609 | ) |                  |   | (4,869,139 | )
|                                                                                                                                  |  |               |            |   |                  |   |            |  
|Total Stockholders Deficiency                                                                                                    |  |               | (2,792,697 | ) |                  |   | (1,552,689 | )
|                                                                                                                                  |  |               |            |   |                  |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                                                    |  |               | 1,275,427  |   |                  | $ | 1,169,392  |  
|                                                                                                                                  |  |               |            |   |                  |   |            |  

See Notes to Unaudited Consolidated Financial Statements



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POWER SPORTS FACTORY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                      |  |                             |            |   |      |   |            |  
|------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                      |  | Three Months EndedMarch 31, |           
|                                      |  | 2008                        |            |   | 2007 |  
|Net sales                             |  |                             | 493,088    |   |      | $ | 807,132    |  
|                                      |  |                             |            |   |      |   |            |  
|Costs and Expenses:                   |  |                             |            |   |      |   |            |  
|Cost of sales                         |  |                             | 435,172    |   |      |   | 679,674    |  
|General and administrative expenses   |  |                             | 1,394,965  |   |      |   | 285,529    |  
|                                      |  |                             |            |   |      |   |            |  
|                                      |  |                             | 1,830,137  |   |      |   | 965,203    |  
|                                      |  |                             |            |   |      |   |            |  
|Loss from operations                  |  |                             | (1,337,049 | ) |      |   | (158,071   | )
|Other income and expenses:            |  |                             |            |   |      |   |            |  
|Interest expense                      |  |                             | (28,431    | ) |      |   | (32,939    | )
|Interest income                       |  |                             | 10         |   |      |   |           |  
|                                      |  |                             |            |   |      |   |            |  
|                                      |  |                             | (28,421    | ) |      |   | (32,939    | )
|                                      |  |                             |            |   |      |   |            |  
|Loss before benefit from income taxes |  |                             | (1,365,470 | ) |      |   | (191,010   | )
|(Benefit from) income taxes           |  |                             |           |   |      |   | (76,289    | )
|                                      |  |                             |            |   |      |   |            |  
|Net loss                              |  | $                           | (1,365,470 | ) |      | $ | (114,721   | )
|                                      |  |                             |            |   |      |   |            |  
|Loss per common share  basic         |  |                             |            |   |      |   |            |  
|and diluted                           |  | $                           | (0.01      | ) |      | $ |           |  
|                                      |  |                             |            |   |      |   |            |  
|Weighted average common shares -      |  |                             |            |   |      |   |            |  
|Basic and diluted                     |  |                             | 98,503,940 |   |      |   | 60,000,000 |  
|                                      |  |                             |            |   |      |   |            |  

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 | )
|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 |        | 98,503,940 |                          |   | 200,000                   |  |       | 429,000 |  |   | (4,869,139 | ) |  |   | (1,552,689 | )
|Issuance of preferred stock for services (valued at $2.50 - $4.40 per share   |  | 17,589          |  |              | 45,462    |        |           |                          |   |                          |  |       |        |  |   |           |   |  |   | 45,462     |  
|Issuance of 4,000,000 warrants                                                |  |                |  |              |          |        |           |                          |   |                          |  |       | 80,000  |  |   |           |   |  |   | 80,000     |  
|Net loss for the three months ended                                           |  |                 |  |              |           |        |            |                          |   |                           |  |       |         |  |   |            |   |  |   |            |  
|March 31, 2008                                                                |  |                |  |              |          |        |           |                          |   |                          |  |       |        |  |   | (1,365,470 | ) |  |   | (1,365,470 | )
|                                                                              |  |                 |  |              |           |        |            |                          |   |                           |  |       |         |  |   |            |   |  |   |            |  
|Balance at March 31, 2008                                                     |  | 2,320,805       |  | $            | 2,732,912 |        | 98,503,940 |                          | $ | 200,000                   |  | $     | 509,000 |  | $ | (6,234,609 | ) |  | $ | (2,792,697 | )
|                                                                              |  |                 |  |              |           |        |            |                          |   |                           |  |       |         |  |   |            |   |  |   |            |  

See Notes to Unaudited Consolidated Financial Statements



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POWER SPORTS FACTORY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                            |  |                                     |            |   |      |   |          |  
|--------------------------------------------------------------------------- |  | ----------------------------------- | ---------- | - | ---- | - | -------- | -
|                                                                            |  | For the Three MonthsEnded March 31, |           
|                                                                            |  | 2008                                |            |   | 2007 |  
|CASH FLOW FROM OPERATING ACTIVITIES:                                        |  |                                     |            |   |      |   |          |  
|Net loss                                                                    |  | $                                   | (1,365,470 | ) |      | $ | (114,721 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                     |            |   |      |   |          |  
|Depreciation and amortization                                               |  |                                     | 2,471      |   |      |   | 2,389    |  
|Non-cash compensation                                                       |  |                                     | 125,462    |   |      |   |         |  
|Accretion of beneficial conversion feature                                  |  |                                     | 50,542     |   |      |   |         |  
|Changes in operating assets and liabilities                                 |  |                                     | 919,328    |   |      |   | 969,224  |  
|                                                                            |  |                                     |            |   |      |   |          |  
|Net cash provided by (used in) operations                                   |  |                                     | (267,667   | ) |      |   | 856,892  |  
|                                                                            |  |                                     |            |   |      |   |          |  
|CASH FLOW FROM INVESTING ACTIVITIES:                                        |  |                                     |            |   |      |   |          |  
|Purchase of equipment                                                       |  |                                     | (1,312     | ) |      |   |         |  
|                                                                            |  |                                     |            |   |      |   |          |  
|CASH FLOW FROM FINANCING ACTIVITIES:                                        |  |                                     |            |   |      |   |          |  
|Proceeds from related party                                                 |  |                                     |           |   |      |   | 117,500  |  
|Repayment of debt - related party                                           |  |                                     |           |   |      |   | (50,702  | )
|Proceeds from loans payable                                                 |  |                                     | 81,667     |   |      |   |         |  
|Repayment of debt                                                           |  |                                     | (56,534    | ) |      |   | (921,983 | )
|Proceeds from convertible debt                                              |  |                                     | 250,000    |   |      |   |         |  
|                                                                            |  |                                     |            |   |      |   |          |  
|Net cash provided by (used in) financing activities                         |  | $                                   | 275,133    |   |      | $ | (855,185 | )
|                                                                            |  |                                     |            |   |      |   |          |  

See Notes to Unaudited Consolidated Financial Statements



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POWER SPORTS FACTORY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)



|                                                         |  |                                     |          |   |      |   |         |  
|-------------------------------------------------------- |  | ----------------------------------- | -------- | - | ---- | - | ------- | -
|                                                         |  | For the Three MonthsEnded March 31, |         
|                                                         |  | 2008                                |          |   | 2007 |  
|Net increase in cash                                     |  |                                     | 6,154    |   |      |   | 1,707   |  
|Cash - beginning of period                               |  |                                     | 11,146   |   |      |   | 46,740  |  
|                                                         |  |                                     |          |   |      |   |         |  
|Cash - end of period                                     |  | $                                   | 17,300   |   |      | $ | 48,447  |  
|                                                         |  |                                     |          |   |      |   |         |  
|Changes in operating assets and liabilities consists of: |  |                                     |          |   |      |   |         |  
|( Increase) in accounts receivable                       |  | $                                   | (49,128  | ) |      | $ | (39,877 | )
|Decrease in inventory                                    |  |                                     | 48,670   |   |      |   | 985,077 |  
|(Increase) in prepaid expenses                           |  |                                     | (100,582 | ) |      |   | (4,473  | )
|Increase in accounts payable                             |  |                                     | 871,768  |   |      |   | 109,616 |  
|Increase in accrued expenses                             |  |                                     | 148,600  |   |      |   | (81,119 | )
|                                                         |  |                                     |          |   |      |   |         |  
|                                                         |  | $                                   | 919,328  |   |      | $ | 969,224 |  
|                                                         |  |                                     |          |   |      |   |         |  
|Supplementary information:                               |  |                                     |          |   |      |   |         |  
|Cash paid during the year for:                           |  |                                     |          |   |      |   |         |  
|Income taxes                                             |  | $                                   |         |   |      | $ |        |  
|                                                         |  |                                     |          |   |      |   |         |  
|Interest                                                 |  | $                                   | 10,503   |   |      | $ |        |  
|                                                         |  |                                     |          |   |      |   |         |  
|Non-cash financing activities:                           |  |                                     |          |   |      |   |         |  
|Issuance of preferred stock for services                 |  | $                                   | 45,462   |   |      | $ |        |  
|                                                         |  |                                     |          |   |      |   |         |  
|Issuance of warrants for services                        |  | $                                   | 80,000   |   |      | $ |        |  
|                                                         |  |                                     |          |   |      |   |         |  

See Notes to Unaudited Consolidated Financial Statements



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2008



|1. | Description of Business and Summary of Significant Accounting Policies
|-- | ----------------------------------------------------------------------

ORGANIZATION

Power Sports Factory, Inc. (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 60,000,000 shares of the Companys
common stock and 1,650,000 of Series B Convertible Preferred Stock (Preferred Stock) of the Company (each share of preferred stock is convertible into 10 shares of common stock) representing 77% of the outstanding stock 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 issued by the subsidiary.

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

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



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 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 March 31, 2008 and December 31, 2007, which include preferred stock and convertible debt are convertible into 24,186,050 and 23,582,160, common shares, respectively, following the
effectiveness of the proposed 1 for 20 reverse split of the Companys common stock, have been excluded from the computation as their effect is antidilutive.

EVALUATION OF LONG-LIVED ASSETS

The Company reviews property and equipment and finite-lived intangible assets for impairment whenever events or
changes in circumstances indicate the carrying value may not be recoverable in accordance with guidance in Statement of Financial Accounting Standards (SFAS) No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets. If
the carrying value of the long-lived asset exceeds the present value of



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2008



the related estimated future cash flows, the asset would be adjusted to its fair value and an impairment loss would be charged to operations in the period
identified.

DEPRECIATION AND AMORTIZATION

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

STOCK BASED
COMPENSATION

For the three months ended March 31, 2008 and March 31, 2007, the Company issued 17,589 and -0- of its preferred shares and recorded
consulting expense of $45,462 and $-0-, respectively, the fair value of the shares at the time of issuance.

For the three months ended March 31, 2008
and March 31, 2007, the Company issued 4,000,000 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.



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2008



NEW FINANCIAL ACCOUNTING STANDARDS

In February 2007, the FASB issued SFAS No. 159 (SFAS 159) The Fair Value Option for Financial Assets and Financial Liabilities, providing companies with an option to report selected
financial assets and liabilities at fair value. The Standards objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. It also
requires entities to display the fair value of those assets and liabilities for which the Company has chosen to use fair value on the face of the balance sheet. The adoption of SFAS 159 on January 1, 2008 did not impact the Companys
condensed consolidated financial statements.

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

In December 2007, the FASB issued SFAS 141(R), which replaces SFAS 141 Business Combinations. This Statement is intended to improve the relevance, completeness and representational faithfulness of the
information provided in financial reports about the assets acquired and the liabilities assumed in a business combination. This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest
in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. Under SFAS 141(R), acquisition-related costs, including restructuring costs, must be recognized separately
from the acquisition and will generally be expensed as incurred. That replaces SFAS 141s cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on
their estimated fair values. SFAS 141(R) shall be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual report period beginning on or after December 15, 2008. The Company
will implement this Statement in 2009.

In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (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.



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2008



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

The components of inventories are as follows:



|                      |  |               |         |                  |   |        
|--------------------- |  | ------------- | ------- | ---------------- | - | -------
|                      |  | March 31,2008 |         | December 31,2007
|Motor bikes           |  | $             | 534,770 |                  | $ | 576,780
|Parts                 |  |               | 104,263 |                  |   | 44,340 
|Deposits on Inventory |  |               | 250,000 |                  |   | 316,583
|                      |  |               |         |                  |   |        
|                      |  | $             | 889,033 |                  | $ | 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. 50,000 shares of its Series B Preferred Stock valued at $250,000.



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



|                               |  |               |        |                  |   |       
|------------------------------ |  | ------------- | ------ | ---------------- | - | ------
|                               |  | March 31,2008 |        | 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 |  |               | 16,274 |                  |   | 13,803
|                               |  |               |        |                  |   |       
|                               |  | $             | 70,230 |                  | $ | 71,389
|                               |  |               |        |                  |   |       

Depreciation expense for the three months ended March 31, 2008 and 2007 amounted to $2,471 and $2,389,
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

March 31, 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

March 31, 2008



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

Long-term debt consists of the following:



|                                                                                                     |  |               |         |                  |   |        
|---------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ---------------- | - | -------
|                                                                                                     |  | March 31,2008 |         | December 31,2007
|Note payable to Five Point Capital Inc. due May 2011; interest at 18.45%; monthly payments of $397   |  | $             | 12,436  |                  | $ | 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    |  |               | 1,714   |                  |   | 4,218  
|Note payable to AICCO, Inc. due July 13, 2008; interest at 8%; monthly payments of $7,111 (2)        |  |               | 27,978  |                  |   | 48,479 
|Note payable to Micro Capital Management Corp. due June 14, 2008; interest at 8%                     |  |               | 14,500  |                  |   | 14,500 
|Note payable to AICCO, Inc due September 10, 2008, interest at 7.75%; monthly payments of $7,388 (3) |  |               | 43,341  |                  |   |       
|Demand note payable to Shawn Landgraf; interest free                                                 |  |               | 20,397  |                  |   | 15,000 
|                                                                                                     |  |               |         |                  |   |        
|                                                                                                     |  |               | 200,366 |                  |   | 175,233
|Less amounts due within one year                                                                     |  |               | 190,625 |                  |   | 164,772
|                                                                                                     |  |               |         |                  |   |        
|                                                                                                     |  | $             | 9,741   |                  | $ | 10,461 
|                                                                                                     |  |               |         |                  |   |        

For the three months ended March 31, 2008 and 2007, the Company recorded interest expense of $28,431 and
$11,409, respectively.

1) On July 31, 2007, the Company borrowed $80,000 from an investor. The note matured on April 30,
2008 at which time the principal amount plus ten percent interest was due. The maturity date was extended to May 30, 2008. The Company issued 1,000 Series B convertible Preferred Shares valued at $3,000, as additional consideration with
the loan, subsequent to March 31, 2008.



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

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 is due on July 13, 2008.

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.

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



|                |  |   |        
|--------------- |  | - | -------
|2008            |  | $ | 190,381
|2009            |  |   | 3,188  
|2010            |  |   | 3,828  
|2011            |  |   | 2,969  
|                |  |   |        
|                |  |   | 200,366
|Current portion |  |   | 190,625
|                |  |   |        
|                |  | $ | 9,741  
|                |  |   |        



|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
following the effectiveness of the Companys proposed 1 for 20 reverse stock split.

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 has been extended to May 30, 2008. The note is convertible, at the option of the holder, into 250,000 shares of
the Companys common stock following the effectiveness of the Companys proposed 1 for 20 reverse stock split.

On January 4, 2008, the
Company entered into a short term secured convertible promissory note with a private investor for $250,000 at an annual simple interest rate of 15%. The note originally matured on March 1, 2008 and was extended to May 30, 2008. The note
has the option to convert into post-reverse split common shares @ $1.00 per share. The Company granted the investor a security interest in all of the Companys right, title and interest in all inventory of motorcycles, motor scooters, parts
accessories and all proceeds of any and all of same including insurance payments and cash.

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 three months ended March 31, 2008 amounted to $50,507. For the three months ended March 31, 2008, the Company recorded interest expense of $21,530 on the convertible notes, of which $14,337 is included
in accrued expenses on the Companys balance sheet.



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2008



|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 2007, the Company repaid $102,600. At March 31, 2008, the balance was $11,466. The advances are interest free and due upon demand.



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

Accrued expenses consist of the following:



|                    |  |               |         |                  |   |        
|------------------- |  | ------------- | ------- | ---------------- | - | -------
|                    |  | March 31,2008 |         | December 31,2007
|Payroll expense     |  | $             | 107,668 |                  | $ | 76,978 
|Payroll tax expense |  |               | 197,523 |                  |   | 45,825 
|Other               |  |               | 36,213  |                  |   | 70,001 
|                    |  |               |         |                  |   |        
|                    |  | $             | 341,404 |                  | $ | 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.

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.



|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
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2008



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

As of March 31, 2008, there were 2,338,605 Series B Convertible Preferred Shares outstanding which are convertible into 23,386,050 common shares following the
effectiveness of the proposed 1 for 20 reverse split of the Companys common 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 following the effectiveness of the Reverse Split at an exercise price of $0.01 per share. The warrant expires December 31, 2017. The fair value of the warrant is estimated on the date of the grant using the Black-Scholes
option-pricing model with the following weighted average assumptions used for the warrant in 2008: dividend yields of 0%, expected volatility of 218% and expected life of 10 years.

Summary of warrant activity as of March 31, 2008 and the changes during the three months ended March 31, 2008:



|                                |  |           |  |                               |      |                                          |     |                         |   |  
|------------------------------- |  | --------- |  | ----------------------------- | ---- | ---------------------------------------- | --- | ----------------------- | - | -
|Warrants                        |  | Shares    |  | WeightedAverageExercise Price |      | WeightedAverageRemainingContractual Term |     | AggregateIntrinsicValue
|Outstanding at January 1, 2008  |  |          |  | $                             |     |                                          |     |                         |   |  
|Granted                         |  | 4,000,000 |  |                               | 0.20 |                                          | 9.8 |                         | $ | 
|Exercised                       |  |          |  |                               |     |                                          |     |                         |   |  
|Forfeited, expired or cancelled |  |          |  |                               |     |                                          |     |                         | $ | 
|                                |  |           |  |                               |      |                                          |     |                         |   |  
|Outstanding at March 31, 2008   |  | 4,000,000 |  | $                             | 0.20 |                                          | 9.8 |                         |   |  
|Exercisable at March 31, 2008   |  | 4,000,000 |  | $                             | 0.20 |                                          | 9.8 |                         |   |  



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2008



|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 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 March 31, 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 three months ended March 31, 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 $60 per bike fee. A consultant working for the Company co-guaranteed the minimum annual guarantee for the first two years and receives a 4.1667% of the license fees
as a fee throughout the life of the license related to that work. The consultant subsequently became an officer and director of the Company. On January 1, 2008, the Company issued a warrant to Andretti IV, LLC, pursuant to their May 15,
2007 agreement, to purchase 200,000 common shares following the effectiveness of the Reverse Split at an exercise price equal to $.01 per share. The warrant expires December 31, 2017. The Company issued the warrant as part of the consideration
to Andretti IV LLC in connection with the original license agreement signed in May 2007. The Company paid $50,000 as a licensing fee in 2007. The 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 upon the effectiveness of the reverse split. 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.



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Power Sports Factory, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2008



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 per month.



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



| | a) | 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.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | On May 2, 2008, Ray Hatch, a director of the Company, passed away.
| | -- | ------------------------------------------------------------------



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##### Table of Contents

|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 March 31, 2008 Compared to Three Months Ended March 31, 2007

During the three months ended March 31,
2008, we incurred a net loss of $1,365,470, as compared with a net loss of $114,721 for the comparable period in 2007, the increased loss being primarily attributable to an increase in general and administrative expenses from approximately $285,529
in 2007 to $1,394,965 in 2008, and a decrease in net sales from $807,132 for the three months ended March 31, 2007, to $493,088 for the three months ended March 31, 2008.

The decrease in sales for the three month period ended March 31, 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 $2,814,687 and $2,792,697, respectively, at March 31, 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 March 31, 2008, the Company had $17,300 of cash on hand. The Company has incurred a net loss of $1,365,470 in the three months ended March 31, 2008, and has working capital and stockholders
deficiencies of $2,814,687 and $2,792,697, respectively, at March 31, 2008. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. These conditions raise substantial doubt
about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

During the three months ended March 31, 2008, we received proceeds of $250,000 from the issuance of convertible debt and net proceeds from loans payable of $25,133 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.

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.



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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 February 2007, the FASB issued SFAS No. 159 (SFAS 159) The Fair Value Option for Financial Assets and Financial
Liabilities, providing companies with an option to report selected financial assets and liabilities at fair value. The Standards objective is to reduce both complexity in accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities differently. It also requires entities to display the fair value of those assets and liabilities for which the Company has chosen to use fair value on the face of the balance sheet. SFAS
159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of the adoption of this Statement on its financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which enhances existing guidance for measuring assets and
liabilities using fair value. This Standard provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities. SFAS No. 157
is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not believe that SFAS No. 157 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.

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.



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



|     |  |                                                                                                                                                        
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|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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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 15, 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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