~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

~~______________~~_______________

FORM 8-K

~~______________~~_______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October 15~~ April 6, ~~2009~~2010

~~______________~~SPORTS FACTORY, INC. (Exact Name of Registrant as Specified in Charter)

POWER SPORTS FACTORY, INC.

Minnesota	000-25385	41-1853993
(State or Other Jurisdiction	(Commission	( I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

~~(Exact~~300 ~~name~~Walnut Street, Philadelphia, PA 19106 (Address of ~~registrant~~Principal asExecutive ~~specified~~Offices) in(Zip ~~its~~Code) ~~charter~~Registrant's telephone number, including area code: (267) 546-9073 Former name or former address, if changed since last report

______________

Minnesota	000-25385	41-1853993
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

300 Walnut Street Philadelphia Pennsylvania 19106

(Address of Principal Executive Office) (Zip Code)

(267) 546-9073

(Registrant’s telephone number, including area code)

6950 Central Highway, Pennsauken, NJ 08109

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 31.0201. Entry into a Material Definitive Agreement.

~~Unregistered~~We entered ~~Sales~~into Ofa ~~Equity~~Loan ~~Securities~~and Security Agreement (the “Agreement”), dated January 9, 2009, by and between Power Sports Factory, Inc. and Crossroads Debt LLC (“Crossroads”), pursuant to which advances to us of approximately $514,000 have been made. We are working with Crossroads to accelerate the liquidation of our inventory and pay the outstanding balance on the Agreement, which was approximately $144,942.61 as of April 12, 2010.

~~The~~On ~~following~~April 6, ~~table~~2010, ~~sets~~we ~~forth~~entered ~~the~~into a further agreement with Crossroads that provided for specified payments to Crossroads for sales of ~~unregistered~~particular ~~securities~~scooter models. Crossroads ~~since~~specifically states that PSF is no longer in default on their loan and the ~~Company’s~~new ~~last~~cash ~~report~~flow ~~filed~~split ~~under~~is ~~this~~more ~~item~~advantageous to PSF. In addition, we agreed that we will sell at least 100 scooters in April, 150 scooters in May, and 150 scooters in June, 2010. We agreed to use our best efforts to facilitate scooter sales as quickly as possible. We agreed that in order to sell one X50, we must sell at least 10 units of another model. All other models would be sold in relation to their relative inventory levels.

Date	Title and Amount	Purchaser	Principal Underwriter	Total Offering Price/Underwriting Discounts
15-Oct-09	400,000 shares of common stock.	Preferred Stock Conversion	NA	$0/NA
23-Oct-09	600,000 shares of common stock.	Private Investor	NA	$30,000/NA
23-Oct-09	714,516 shares of common stock.	Private Investor	NA	$35,725/NA
23-Oct-09	170,000 shares of common stock.	Consultant	NA	$12,070/NA
23-Oct-09	330,000 shares of common stock.	Consultant	NA	$23,430/NA
28-Oct-09	500,000 shares of common stock.	Investor	NA	$25,000/NA
28-Oct-09	500,000 shares of common stock.	Investor	NA	$25,000/NA
28-Oct-09	1,772,284 shares of common stock.	Investor	NA	$88,618/NA
28-Oct-09	250,000 shares of common stock.	Secured Lender	NA	$18,750/NA
3-Nov-09	60,000 shares of common stock	Preferred Stock Conversion	NA	$5,400/NA
6-Nov-09	425,000 shares of common stock.	Consultant	NA	$36,125/NA
12-Nov-09	7,395,761 shares of common stock.	Manufacturing Partner	NA	$376,698/NA
30-Nov-09	7,800,000 shares of common stock.	Manufacturing Partner	NA	$624,000/NA
12-Dec-09	100,000 shares of common stock.	Bike Sharing Consultants	NA	$7,200/NA
12-Dec-09	1,118,600 shares of common stock.	Private Investor	NA	$55,950/NA
22-Dec-09	1,691,083 shares of common stock.	Loan Payable/AP conversion	NA	$101,465/NA
30-Dec-09	200,000 shares of common stock.	Account Payable Conversion	NA	$12,000/NA
30-Dec-09	82,844 shares of common stock.	Account Payable Conversion	NA	$165,688/NA

SIGNATURE

~~(1)~~ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The issuances to suppliers, lenders, consultants, investors and employees are viewed by the Company as exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), alternatively, as transactions either not involving any public offering, or as exempt under the provisions of Regulation D or Rule 701 promulgated by the SEC under the Securities Act.

	POWER SPORTS FACTORY, INC.

Date: April 13, 2010	By:	/s/ Shawn Landgraf
		Name: Shawn Landgraf
		Title: Chief Executive Officer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

POWER SPORTS FACTORY, INC. By: /s/ SHAWN LANDGRAF Shawn Landgraf Chief Executive Officer

Date: February 8, 2010

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