Power Sports Factory (fka PSPF)

[V4T2020]

News on wires... Andretti IV converts debt

ITEM 1.03. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.


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


THE ABOVE DESCRIPTION OF THE TERMS OF THE RESTRUCTURING AGREEMENT SUMMARIZES THE MATERIAL TERMS OF THIS AGREEMENT. FOR THE COMPLETE TERMS OF SUCH AGREEMENT, REFERENCE IS HEREBY MADE TO THE FULL TEXT THEREOF FILED AS AN EXHIBIT TO THIS REPORT.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No. Description


10(j) Restructuring Agreement, dated January 20, 2009, by and between Power Sports Factory, Inc. and Andretti IV, LLC.



99.1 Press Release dated January 29, 2009.