UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: March 31, 2009

or

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

For the transition period from: _____________ to _____________

SCORPION PERFORMANCE, INC.

(Name of Small Business Issuer in its Charter)

Florida	000-52859	65-0979606
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

3000 SW 4th Avenue, Fort Lauderdale, Florida 33315

(Address of Principal Executive Office) (Zip Code)

(954) 779-3600

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 1 2b-2 of the Exchange Act).

o Yes x No

As of April 30, 2009, there were 36,109,989 shares of common stock issued and outstanding.

PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4T.	Controls and Procedures	21
PART II – OTHER INFORMATION		22
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Submission of Matters to a Vote of Security Holders	22
Item 5.	Other Information	22
Item 6.	Exhibits	22

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SCORPION PERFORMANCE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31, 2009			December 31, 2008
ASSETS	(Unaudited)
Current Assets:
Cash and cash equivalents	$	201,208		$	297,838
Accounts receivable, net of allowance for doubtful accounts		336,414			182,541
Inventories		1,363,784			1,336,322
Other current assets		167,694			328,582
Total current assets		2,069,100			2,145,283
Property and Equipment, net		7,611,950			7,577,717
Other Assets		—			—
Total Assets	$	9,681,050		$	9,723,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	261,751		$	477,302
Notes payable-current portion		505,337			413,640
Total current liabilities		767,088			890,942
Notes Payable, net of current portion		1,532,672			1,272,873
Total liabilities		2,299,760			2,163,815
Commitments and Contingencies		—			—
Stockholders’ Equity:
Preferred stock, par value $.0001 per share,		—			—
10,000,000 shares authorized, none issued and outstanding at March 31, 2009 and December 31, 2008
Common stock, par value $.0001 per share,		3,616			3,604
100,000,000 authorized, 36,153,456 and 36,039,670 issued and outstanding at March 31, 2009 and December 31, 2008, respectively
Additional paid in capital		19,733,422			19,438,493
Treasury		(2,500,000	)		(2,500,000	)
Accumulated deficit		(9,855,748	)		(9,382,912	)
Total stockholders’ equity		7,381,290			7,559,185
Total Liabilities and Stockholders’ Equity	$	9,681,050		$	9,723,000

See accompanying notes to the financial statements.

3

SCORPION PERFORMANCE, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2009			2008
Revenues, net	$	754,735		$	910,293
Cost of sales		516,994			583,958
Gross profit		237,741			326,335
Expenses:
Selling and marketing expenses		127,190			192,722
Research and development		32,296			49,012
Salaries and employee benefits		98,038			116,499
General and administrative		424,156			475,170
Total operating expenses		681,680			833,403
		(443,939	)		(507,068	)
Other income (expense)
Interest income		780			10,546
Interest expense		(29,677	)		(6	)
Total other income(expense)		(28,897	)		10,540
Net loss	$	(472,836	)	$	(496,528	)
Weighted average shares outstanding - Basic and Diluted		36,095,700			33,758,229
Loss per share - Basic and Diluted	$	(0.01	)	$	(0.01	)

See accompanying notes to the financial statements.

4

SCORPION PERFORMANCE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2009			2008
Cash Flows From Operating Activities:
Net loss	$	(472,836	)	$	(496,528	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		167,517			178,154
Changes in Operating Assets and Liabilities:
Accounts receivable		(153,874	)		(149,030	)
Inventories		(27,463	)		173,761
Other current assets		160,890			(10,793	)
Accounts payable and accrued expenses		(215,551	)		(48,082	)
Net cash used in operating activities		(541,317	)		(352,518	)
Cash Flows from Investing Activities:
Deposits on equipment		—			—
Purchase of property and equipment		(201,750	)		(283,480	)
Net cash used in investing activities		(201,750	)		(283,480	)
Cash Flows from Financing Activities:
Repayments of notes payable					—
Proceeds from notes payable		351,496			—
Issuance of common stock		254,391			1,439,433
Issuance of unit purchase options		346,948			420,075
Issuance costs		(306,398	)		(1,230,064	)
Shares purchased and returned to treasury					—
Net cash provided by financing activities		646,437			629,444
Net Decrease in Cash		(96,630	)		(6,554	)
Cash, Beginning of Period		297,838			1,827,951
Cash, End of Period	$	201,208		$	1,821,397
Supplemental Disclosures:
Cash paid for interest	$	29,677		$	6
Non-Cash Investing and Financing Transactions:
None	$	—		$	—

See accompanying notes to the financial statements.

5

SCORPION PERFORMANCE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

	Common stock			Additional Paid-in			Accumulated						Total Stockholders’
	Shares	Amount		Capital			Deficit			Treasury			Equity
Balance December 31, 2007	33,198,658	$	3,320	$	16,186,936		$	(6,632,641	)	$	—		$	9,557,615
Issuance of common stock	2,841,012		284		4,408,755			—			—			4,409,039
Less: Issuance costs					(3,067,771	)								(3,067,771	)
Sale of unit purchase options					1,910,573									1,910,573
Purchase of treasury shares											(2,500,000	)		(2,500,000	)
Net Loss	—		—					(2,750,271	)		—			(2,750,271	)
Balance December 31, 2008	36,039,670	$	3,604	$	19,438,493		$	(9,382,912	)	$	(2,500,000	)	$	7,559,185
Issuance of common stock	113,786		12		254,379			—			—			254,391
Less: Issuance costs					(306,398	)								(306,398	)
Sale of unit purchase options					346,948									346,948
Purchase of treasury shares														—
Net Loss	—		—					(472,836	)		—			(472,836	)
Balance March 31, 2009	36,153,456	$	3,616	$	19,733,422		$	(9,855,748	)	$	(2,500,000	)	$	7,381,290

See accompanying notes to the financial statements.

6

SCORPION PERFORMANCE, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the Three Months Ended March 31, 2009 and 2008

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Terms and Definitions

Company	Scorpion Performance, Inc. and Subsidiaries
APB	Accounting Principles Board
ARB	Accounting Review Board
EITF	Emerging Issues Task Force
FASB	Financial Accounting Standards Board
FSP	FASB Staff Position
FIFO	First-in, First-out
SAB	Staff Accounting Bulletin
SEC	Securities Exchange Commission
SFAS or FAS	Statement of Financial Accounting Standards
Q108	Three months ended March 31, 2008
Q109	Three months ended March 31, 2009
YTD08	Year ended December 31, 2008

Company Background

Scorpion Performance, Inc. (the “Company”) is a Florida company established on December 17, 1999, for the initial purpose of manufacturing high-grad rocker arms for high performance automobiles. From rocker arms, we have branched into a full service high performance parts and components manufacturing firm. We currently design and manufacture a variety of branded and private label high performance automotive products and related components to automotive original equipment manufacturers, or OEMs, and the related aftermarket. We are also developing other manufacturing and service capabilities to enhance our automotive parts business which includes in-house anodizing services to produce high-end finished products for a variety of uses in the automotive and medical and photographic imaging industries.

Subsidiaries

Anodize, LLC - In January 2004, we acquired 100% of the ownership interests in Anodize, LLC, a Florida limited liability company, through which we offer private label anodizing services under the trade name “Anodize” as well as anodize our own products.

Scorpion Racing Products, Inc. — In June 2008, the Company reactivated Scorpion Racing, Inc. and changed its name to Scorpion Racing Products, Inc, to market and distribute its expanded line of related racing products including valves, pushrods, lifters and fuel rails.

Scorpion Medical Technologies, LLC – The Company formed Scorpion Medical Technologies, LLC October 2008 to commercialize an emerging line of medical devices.

Scorpion Real Estate Investments of Broward County, LLC; and Scorpion Real Estate Investments of Marion County, LLC - In June 2007, the Company formed Scorpion Real Estate Investments of Broward County, LLC, a Florida limited liability company that holds title to the Company’s principle facility in Broward County, Florida and Scorpion Real Estate Investments of Marion County, LLC, to hold title to the Company’s expansion facility located outside of Ocala in Marion County, Florida.

7

SCORPION PERFORMANCE, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the Three Months Ended March 31, 2009 and 2008

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS (Continued)

Manure Packing Systems, LLC, a Florida limited liability company formed in February 2006. In June 2007, we acquired a patent and intend to design and manufacture a heavy duty, industrial compacting machine that compresses and sanitarily bales horse manure. We do not expect this subsidiary to become operational in the near future, nor will it require additional financing or resources from the Company.

World Waste Management, LLC, a Florida limited liability company, formed in May 2006. Through this subsidiary we intend to develop a biofuel product and are currently evaluating possible commercial applications of the technology. We anticipate that the products and processes contemplated by the operations of this subsidiary will not be commercially viable for the next several years and cannot predict when or if this subsidiary will become commercially operational. We do not expect this subsidiary to become operational in the near future, nor will it require additional financing or resources from the Company.

Scorpion Rockers, Inc. - incorporated in Florida in 2001 for the purpose of reserving the corporate name and preventing competitors from incorporating in the state of Florida under a similar “Scorpion” name. This subsidiary is idle, with no operations and no funds have been expended by the Company in 2009 nor do we expect this subsidiary to become operational in the near future or require financing or resources from the Company.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Presentation

The consolidated financial statements include the accounts of Scorpion Performance, Inc., and its wholly owned operating subsidiaries Anodize, LLC, Scorpion Real Estate Investments of Broward County, LLC, Scorpion Real Estate Investments of Marion County, LLC, Scorpion Racing Products, Inc., Scorpion Medical Technologies, LLC and our non-operational subsidiaries Manure Packing Systems, LLC and World Waste Management, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made in the 2008 results to conform to the presentation used in 2009.

Basis of Accounting

The financial statements are prepared using the accrual basis of accounting where revenues and expenses are recognized in the period in which they were incurred. The basis of accounting conforms to accounting principles generally accepted in the United States of America.

Interim Financial Statements

The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the Company’s annual financial statements, notes and accounting policies included in the Company’s Annual Report. In the opinion of management, all adjustments which are necessary to provide a fair presentation of financial position as of March 31, 2009and the related operating results and cash flows for the interim period presented have been made. All adjustments are of a normal recurring nature. The results of operations, for the period presented are not necessarily indicative of the results to be expected for the year ended December 31, 2009.

8

SCORPION PERFORMANCE, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the Three Months Ended March 31, 2009 and 2008

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States and, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, our management has estimated the expected economic life and value of our manufacturing equipment, cost of maintenance of robotic equipment, economic benefit of R&D generated improvements in our manufacturing equipment and processes, our marketing initiatives ability to generate sufficient business to support expand production capacity, potential inventory requirements as well as obsolescence and our net operating loss for tax purposes. It is reasonably possible that these estimates will change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. During the periods Q109 and YTD08 the Company may have had cash deposits which exceeded federally insured limits. The Company maintains its cash balances at high quality financial institutions and has begun to spread its cash balances across several institutions, which the Company believes limits these risks.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At March 31, 2009 and December 31, 2008, cash and cash equivalents included cash on hand and cash in the bank.

Accounts Receivable

Accounts receivable are reported at net realizable value. The Company has established an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, historical trends, and other information. Delinquent accounts are written-off when it is determined that the amounts are uncollectible. At March 31, 2009 and December 31, 2008, the allowance for doubtful accounts was approximately $0 for both periods.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the FIFO method. To ensure inventories are carried at the lower of cost or market, the Company periodically evaluates the carrying value of its inventories. The Company also periodically performs an evaluation of inventory for excess and obsolete items. Such evaluations are based on management’s judgment and use of estimates. Such estimates incorporate inventory quantities on-hand, aging of the inventory, sales forecasts for particular product groupings, planned dispositions of product lines and overall industry trends.

9

SCORPION PERFORMANCE, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the Three Months Ended March 31, 2009 and 2008

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment

Property and equipment are recorded at cost and depreciation is provided using the straight-line method over the estimated useful lives of the assets.

Expenditures for repairs and maintenance of property and small tools are charged to expense as incurred. Major replacements and betterments are capitalized and depreciated over the remaining useful lives of the assets.

Revenue Recognition

The Company recognizes revenue in accordance with the provisions of SAB 104 “Revenue Recognition in Financial Statements”, which states that revenue is realized or realizable and earned when all of the following four criteria are met:

1) Persuasive evidence of an arrangement exists,

2) Delivery has occurred or services have been rendered,

3) The seller’s price to the buyer is fixed or determinable, and

4) Collectability is reasonably assured.

Advertising

Advertising costs are expensed as incurred and included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. The Company incurred advertising expenses of $83,059 and $132,195 during Q109 and Q108, respectively.

Research and Development

Costs are expensed as incurred. Research and development expense for Q109 and Q108 were $32,296 and $49,012, respectively.

Product Warranty

The Company’s product warranty limits its exposure to replacement parts for defects in the manufacturing process. The Company’s precision robotic manufacturing process by design mitigates manufacturing defects. Accordingly, the cost associated with product warranty has historically been immaterial. As a result, the Company records product replacement costs as incurred.

Impairment of Intangibles and Long-Lived Assets

We review intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable in accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” In August 2008, the Company revised and improved the impairment analysis for long-lived assets. The improved analysis included fair value estimates for the facilities which includes land and building and improvements. For furniture, fixtures and equipment an analysis of the projected discounted cash flow generated from the Company’s operations was performed. The results of this analysis were sufficient to conclude that no impairment charge was required to the Company’s long-lived assets.

10

SCORPION PERFORMANCE, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the Three Months Ended March 31, 2009 and 2008

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be recovered. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not.

Earnings per share

The Company computes basic and diluted earnings per share amounts in accordance with SFAS 128, “Earnings per Share.” Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

Segment Reporting

SFAS 131, “Disclosures about Segments of an Enterprise and Related Information” requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services geographic and major customers. The Company determined that did not have any separately reportable operating segments as of March 31, 2009 and December 31, 2008.

Recent Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

On April 9, 2009, FASB issued FSP 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”. FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased. In addition, FSP 157-4 includes guidance on identifying circumstances that indicate a transaction is not orderly. Further, this FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. FSP 157-4 will be effective for interim and annual reporting periods ending after June 15, 2009, and will be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact, if any, of the adoption of this FSP on its consolidated financial statements.

11

SCORPION PERFORMANCE, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the Three Months Ended March 31, 2009 and 2008

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Interim Disclosures about Fair Value of Financial Instruments

On April 9, 2009, FASB issued FSP 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”. FSP 107-1 amends SFAS 107, “Disclosures about Fair Value of Financial Instruments” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB 28, “Interim Financial Reporting”, to require those disclosures in summarized financial information at interim reporting periods. FSP 107-1 will be effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company is currently evaluating the potential impact, if any, of the adoption of FSP 107-1 on its consolidated results of operations and financial condition.

Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies

In April 2009 the FASB issued FSP 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”. FSP 141(R)-1 amends the provisions in Statement 141(R) for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. This FASB Staff Position eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria in Statement 141(R) and instead carries forward most of the provisions in SFAS 141 for acquired contingencies. FSP 141(R)-1 is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. FSP 141(R)-1 had no impact on our financial position or results of operations and financial condition, since we have not had any business combinations closing on or after the January 1, 2009 effective date.

NOTE 3 – INVENTORY

	March 31, 2009		December 31, 2008
Raw materials	$	259,411	$	353,187
Work-in-progress		506,803		523,485
Finished goods		597,570		459,650
Total	$	1,363,784	$	1,336,322

NOTE 4 – NOTES PAYABLE

As of March 31, 2009 and December 31, 2008, notes payable consisted of the following:

	March 31, 2009		December 31, 2008
Stock Purchase Note	$	1,686,513	$	1,686,513
Capitalized Lease		351,496		—
Less Note payable - current portion		505,337		413,640
Note payable	$	1,532,672	$	1,272,873

Stock Purchase Note

On May 2, 2008, the Company entered into a Stock Purchase Agreement with a director and beneficial shareholder of the Company, to buy back 10,000,000 shares of the Company’s common stock for an aggregate purchase price of $2,500,000. Under the terms of the Stock Purchase Agreement, the Company purchased the shares at a price of $0.25 per Share with a cash purchase price of $500,000 and the balance of $2,000,000 in the form of a 7% note due on January 1, 2013 and secured by and subject to a Mortgage and Security Agreement on the Company’s manufacturing facility and real property located in Broward County, Florida.

12

SCORPION PERFORMANCE, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the Three Months Ended March 31, 2009 and 2008

NOTE 4 – NOTES PAYABLE (Continued)

The Company will hold the Shares, representing approximately 28% of the issued and outstanding voting capital stock of the Company, in escrow until the Note is paid in full at which time, the Shares will be retired to the treasury of the Company. Until the Note is paid in full, the Company, or its designees, will control the voting rights of the Shares.

There is no prepayment penalty under the Note and the Company reserves the right to withhold payments due under the Note in the event of breach of the Stock Purchase Agreement. The Company has the option to pay interest only at a rate of 10% per annum on the outstanding balance of the Note until the Due Date, at which time a balloon payment will be due. In January 2009, the Company exercised its option to pay interest only. In the first quarter of 2009, the Company made interest payments totaling $29,514.

The Company may also extend the due date of the Note for one additional five-year period. If the Company opts to extend the Note, the Company will pay principal and interest in the amount of the greater of 10% per annum or prime plus 4% per annum on the remaining balance by making monthly payments in an amount that would result in equal monthly payments being made until final payment of the remaining balance on January 1, 2018.

The Company retains the rights to collect all rents, issues and profits from the property and has the right to cure any Event of Default, as that term is defined in the Note, upon 30 days notice.

Capitalized Lease

In January 2009, the Company executed two capital leases with Machinery Finance Resources, LLC. The terms of the lease agreement provide financing for the acquisition of $385,927 of manufacturing equipment for the Ocala facility. The leases have been accounted for as capital leases and provide for 60 monthly payments of $7,585 and bear interest at 6.9%. Amortization of assets under capitalized leases is included in depreciation expense. Interest incurred in the three months ending March 31, 2009 is $6,593.

Future minimum payments under the capitalized lease at March 31, 2009 are:

2008	$	68,269
2009		91,023
2010		91,023
2011		91,023
2012 and beyond		91,023
Total minimum lease payments	$	432,361
Less amounts representing interest		65,727
Less deposit		15,138
Present value of net lease minimum lease payments included in long term debt	$	351,496

13

SCORPION PERFORMANCE, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the Three Months Ended March 31, 2009 and 2008

NOTE 5 – EQUITY

For the three months ended March 31, 2009 the Company raised a total of $601,338 of which $254,390 was generated through the sale of our common stock and $346,948 was generated through the sale of unit purchase options. Commissions and finder’s fees were incurred on the above sales in the aggregate amount of $306,398. The Company issued 113,786 shares of its common stock in a series of individual transactions to foreign investors priced between $1.00 and $ 3.00, and 693,896, Unit Purchase Options to existing shareholders at a price of $.50 per Unit, each Unit consisting of two shares of common stock exercisable at $1.00 per share until December 31, 2009.

The foregoing sales were made in reliance upon the transaction exemption afforded by Regulation S promulgated by the Securities and Exchange Commission under the Securities Act. There were no issuances to stockholders residing in the United States. The funds received have been used for operational purposes and equipment purchases.

NOTE 6 – LIQUIDITY

Our primary sources of liquidity are the cash flow generated from our operations and to a decreasing extent, the fund raising activities associated with selling stock and unit purchase options to foreign investors. These sources of liquidity are needed to fund our debt service requirements, working capital requirements, capital expenditure requirements, and the remaining one-time costs associated with the completion of our facilities expansion in Ocala, Florida.

NOTE 7 – COMMITMENTS and CONTINGENCIES

Ocala Facility Construction, The Company estimates that an additional $550,000 will be needed over the next nine months to complete the construction and outfitting of the Ocala Facility necessary to make the facility operational. Due to significant unforeseen expenses incurred in the process of completing the retrofitting of our facility, particularly associated with electrical systems, window installations and HVAC systems, we expanded our previous estimate of completion costs. Consequently, we have revised our estimates of future costs necessary to make the facility operational to reflect an additional $550,000.

British American Insurance Company (Trinidad) Limited, a company incorporated pursuant to the laws of Trinidad and Tobago v. Robert Stopanio, Teresa Stopanio, Blue Thunder Racing Engines, LLC, Blue Thunder Racing Engines and Scorpion Performance, Inc., Case No. CACE07008295 filed in the 17^th Circuit Court for Broward County, Florida in April 2007. British American alleges breach of contract in connection with repair work for marine racing engines and is seeking compensatory damages and interest in excess of $50,000. This matter is pending. Management asserts that it will prevail in this matter and accordingly no loss provision has been recorded.

Manure Packing Systems. LLC v. Carl Del Spino, Case No. CACE06-015650(12) filed in the 17th Circuit Court for and in Broward County, Florida in October 2006. Our subsidiary filed this action against Del Spino for breach of contract in connection with the purchase of the manure waste packaging patent. In June 2007, the Court issued an order requiring the seller to comply with the terms of the purchase agreement and to assign the patent application to MPS. The assignment was filed with the United States Patent and Trademark Office on June 12, 2007. This matter is currently pending determination on the matter of damages. Management asserts that it will prevail in this matter and accordingly no loss provision has been recorded.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following terms and definitions are commonly used throughout this filing.

Company	Scorpion Performance, Inc. and Subsidiaries
APB	Accounting Principles Board
ARB	Accounting Review Board
EITF	Emerging Issues Task Force
FASB	Financial Accounting Standards Board
FSP	FASB Staff Position
FIFO	First-in, First-out
SAB	Staff Accounting Bulletin
SEC	Securities Exchange Commission
SFAS or FAS	Statement of Financial Accounting Standards

Cautionary Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q (“Report”) contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements, including any statements relating to future actions and outcomes including but not limited to prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expense trends, future interest rates, outcome of contingencies and their future impact on financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “contemplates,” “predicts,” “potential,” or “continue” or variations and/or the negative of these similar terms. Forward-looking statements are based on current expectations, estimates, forecasts and projections about the Company, us, our future performance, our beliefs and Management’s assumptions. All forward-looking statements made in this Report, including any future written or oral statements made by us or on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. Any assumptions, upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Report. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash. Please refer to Part II, ITEM 6 under “Liquidity and Capital Resources” and under “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2008 for additional discussion. Please also refer to our other filings with the Securities and Exchange Commission. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

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OVERVIEW

The Company. Scorpion Performance, Inc. (the “Company”) was incorporated in Florida on December 17, 1999, for the initial purpose of manufacturing high-grade rocker arms for high performance automobiles. A rocker arm is a pivoted lever used in an internal combustion engine to transfer the motion of the camshaft or pushrod to the valve stem that opens and closes the valves that let the air/fuel mixture into an engine and the exhaust gases out of the engine. From rocker arms, we have branched into a full service high performance parts and components manufacturing firm. We currently design and manufacture a variety of branded and private label high performance automotive products and related components to automotive original equipment manufacturers, or OEMs, and the related aftermarket. We are also developing other manufacturing and service capabilities to enhance our automotive parts business which includes in-house anodizing services to produce high-end finished products for a variety of uses in the automotive and medical and photographic imaging industries.

Products and Services. We manufacture rocker arms under both our own Scorpion brand and also to our customer’s specifications under their private label brands, using what we believe to be state of the art lathes, grinders, hydraulic “tombstone” fixtures and related machines. We start with bars of raw high-grade aluminum, that are stacked in a special magazine bar feeder that allows our operators to automatically feed the bars into a saw that cuts each bar to specification. Under our latest automation technology, the cut bars are fed into a series of machines that have been specially engineered by Scorpion engineers to cut, punch out and grind the bars into individual rocker arms. The rocker arms are then immersed in a series of solutions to anodize the rocker arms resulting in 16 colorful rocker arms bearing a distinctive laser-etched logo nestled in a “candy box” for shipment to a warehouse marketer.

Production Costs and Suppliers. Our principal raw materials are aluminum extrusion and specialty steel, which along with labor represent the largest components of our production costs. Steel demand and prices have tumbled across the globe after the global credit crisis paralyzed consumers’ purchasing power and also forced producers to cut production sharply to match weakening demand. As a result we have enjoyed lower costs and have been able to adequately maintain reserves. Although recent economic problems and uncertainty in the U.S. and global economy has forced some suppliers into bankruptcy or out of the market, we continue to purchase raw material from an adequate pool of up to 19 suppliers, the largest being Temroc Metals, which represents approximately 21% of our materials purchases.

Employees. Scorpion has 43 full-time employees and 1 part-time employee. None of our employees are represented by a collective bargaining agreement. Management of Scorpion considers its relationship with its employees to be satisfactory.

Customers and Distribution. We sell our products through over 110 distributors and directly to OEM customers, of which one distributor accounts for approximately 27% of our revenue, and in the aggregate with four other distributors, accounts for over 50% of our annual revenue. All of our orders are open purchase orders from distributors most of which we have established long-term relationships and, generally, are processed, manufactured and delivered to the distributor within 10-12 days of receipt of the purchase order. We deliver or ship finished products directly to OEM customers. Our products are also distributed to aftermarket customers through a network of warehouse auto parts distributors.

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SUBSIDIARIES

The Company’s wholly owned subsidiaries are Anodize, LLC, Scorpion Racing Products, Inc., Scorpion Medical Technologies, LLC, Scorpion Real Estate Investments of Broward County, LLC, Scorpion Real Estate Investments of Marion County, LLC, Manure Packing Systems, LLC, World Waste Management, LLC and Scorpion Rockers, Inc.

CRITICAL ACCOUNTING POLICIES

For a discussion of our critical accounting estimates and policies, see Note 2 to our consolidated financial statements.

NEW ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are in Note 2 to our consolidated financial statements and below:

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. On April 9, 2009, FASB issued FSP 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”. FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased. In addition, FSP 157-4 includes guidance on identifying circumstances that indicate a transaction is not orderly. Further, this FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. FSP 157-4 will be effective for interim and annual reporting periods ending after June 15, 2009, and will be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact, if any, of the adoption of this FSP on its consolidated financial statements.

Interim Disclosures about Fair Value of Financial Instruments. On April 9, 2009, FASB issued FSP 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”. FSP 107-1 amends SFAS 107, “Disclosures about Fair Value of Financial Instruments” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB 28, “Interim Financial Reporting”, to require those disclosures in summarized financial information at interim reporting periods. FSP 107-1 will be effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company is currently evaluating the potential impact, if any, of the adoption of FSP 107-1 on its consolidated results of operations and financial condition.

Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies. In April 2009 the FASB issued FSP 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”. FSP 141(R)-1 amends the provisions in Statement 141(R) for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. This FASB Staff Position eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria in Statement 141(R) and instead carries forward most of the provisions in SFAS 141 for acquired contingencies. FSP 141(R)-1 is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. FSP 141(R)-1 had no impact on our financial position or results of operations and financial condition, since we have not had any business combinations closing on or after the January 1, 2009 effective date.

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RESULTS OF OPERATIONS

OUTLOOK

During the first quarter of 2009, the automotive industry continued to be negatively impacted by severe reductions in customer demand caused by the economic recession, restricted consumer credit, planned assembly plant closures by automakers and announced or threatened restructuring of Chrysler and GM. Although we do not have any significant direct OEM sales to the automotive manufacturers, the automotive parts aftermarket is impacted by the same general overall economic factors that are impacting the automobile industry in general. We saw a significant dip in sales in January of 2009 which resulted in net revenue for the first quarter of 2009 down 17% as compared to the first quarter of 2008. Sales began to steadily climb in February and March which we attribute to the marketing and advertising campaigns launched in the third quarter of 2008 to promote distribution of our products through our subsidiary, Scorpion Racing Products. The increased sales resulted in a substantial increase in our accounts receivable, up 84% from December 31, 2008. Sales continue to grow going into the second quarter, and while we believe that that the specialty automotive parts that we produce will remain a viable business, we have no assurance that such trends will continue or that worsening economic conditions will not ultimately depress the high performance automotive parts aftermarket.

To offset the downturn in sales of our core products, we have taken steps to diversify our operations by expanding our existing anodizing division and production capabilities to include medical components. We believe that expanding our anodizing services and increasing our manufacturing capabilities to target medical components will provide some cushion in coping with any future declines in our core products; however, there can be no assurance that we will successfully expand our anodizing division or penetrate the medical components market with sufficient success to fully overcome any possible future declines in our core business. We anticipate that our move to larger space in our Ocala facility will allow us to triple capacity and output and in spite of unexpected and unforeseen delays, we expect our Ocala facility to be fully operational by the third quarter of 2009.

The following discussion and analysis addresses the major factors that affected our operations and financial condition reflected in our consolidated unaudited financial statements for the three months ended March 31, 2009 and audited financial statements for the year ended December 31, 2008. This discussion is intended to supplement and highlight information contained in, and should be read in conjunction with, our financial statements and related notes and the selected financial data presented elsewhere in this report.

Results of Operations for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008

NET INCOME

Net revenue for the three months ended March 31, 2009 was $754,735 a decrease of $155,558 or 17%, compared to net revenue of $910,293 for the three months ended March 31, 2008. The decrease in net revenue was primarily due to reduced carryover orders from December 2008 as a result of the economic downturn, which were partially offset by an increase in Scorpion Racing Products sales.

NET REVENUE BY SOURCE

	Three Months Ended March 31, 2009			Three Months Ended March 31, 2008			Change From Prior Period
PRODUCTS
Scorpion Brand	$	352,859	47%	$	250,776	28%	$	102,083		41%
Private Label	$	339,616	45%	$	518,469	57%	$	(178,853	)	-34%
Total Products	$	692,475	92%	$	769,245	85%	$	(76,770	)	-10%
SERVICES
Anodizing:
Anodizing	$	28,094	4%	$	75,124	8%	$	(47,030	)	-63%
Medical Components	$	34,166	4%	$	65,924	7%	$	(31,758	)	-48%
Total Services	$	62,260	8%	$	141,048	15%	$	(78,788	)	-56%
NET REVENUE	$	754,735	100%	$	910,293	100%	$	(155,558	)	-17%

Cost of sales for the three months ended March 31, 2009 was $516,994 a decrease of $66,964 or 11% compared to cost of sales of $583,958 for the three months ended March 31, 2008. $99,792 of the decrease was due to decreased sales volume and ($32,828) that partially offset the decrease was due to increased costs. Gross profit for the three months ended March 31, 2009 was $237,741 a decrease of $88,594 or 27%, compared to gross profit of $326,335 for the three months ended March 31, 2008.

Total operating expenses for the three months ended March 31, 2009 were $681,680 a decrease of $151,723 or 18% as compared to total expenses of $833,403 for the year ended March 31, 2008. The change is primarily a result of the following:

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• Selling and marketing expenses decreased $65,532 or 34% as a result of cutbacks and reduction in advertising expenditures.

• Research and development expenses decreased $16,716 or 34% due primarily to the prioritizing of and reduction in the number of projects involving MPS, a subsidiary that is currently dormant.

• Salaries and benefits expense decreased $18,461 or 16% primarily as a result of minor adjustments to current staffing levels.

• General and administrative expense decreased $51,014 or 11% which is primarily a result of the following:

o a $10,637 decrease in depreciation expense as a result of changes in our equipment investment;

o a $9,585 decrease in automobile expense due to a decrease in fuel costs and maintenance;

o a $19,659 increase in utilities primarily the result of increased rates and usage;

o a $22,844 decrease in professional fees due to reduced contractual matters; and

o a $27,607 decrease in other general and administrative expenses.

Other Income (Expense) for the three months ended March 31, 2009 was ($28,897) an increase of $39,437 or 374% as compared to other income of $10,540 for the three months ended March 31, 2008. This category is composed of interest income net of interest expense. The increase in expense is primarily a result of increased interest expense related to debt and a decrease in interest income resulting from decrease in cash balances.

We realized a net loss of $472,836 for the three months ended March 31, 2009 as compared to a net loss of $496,528 for the three months ended March 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2009, we had an accumulated deficit of $(9,855,748) and cash and cash equivalents of $201,208. For the year ended December 31, 2008 our accumulated deficit and cash equivalents were $(9,382,912) and $297,838, respectively.

Our primary sources of cash during our last two fiscal years have been rocker arm operations, anodizing services and the sale of our equity securities. Our cash flows from operations are derived primarily from the manufacture and distribution of high performance auto parts, particularly rocker arms. Cash flows from our anodizing services are dependent upon the revenue generated from third party customers. Anodizing services are primarily a component of our rocker arm manufacturing process which other manufacturers utilize from time to time for both automotive applications as well as non-automotive applications including medical components and equipment.

We sold shares of our common stock and unit purchase options to non-US resident investors in an offering intended to meet the exemptions of Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). For the three months ended March 31, 2009, we received funded subscriptions from the sale of our common stock of $254,391 and $346,948 from the sale of unit purchase options, less aggregate selling expenses of $306,398 for aggregate net proceeds of $294,941. Since we began our Regulation S offering in 2004 and through March 31, 2009, we have raised gross proceeds from the sale of our common stock and unit purchase options of $27,493,478 and $8,782,259, respectively, less aggregate selling expenses of $16,540,700 for aggregate net proceeds of $19,735,037.

The funds received from the sale of our common stock and unit purchase options have been used for operational purposes and equipment purchases offset by cash used in operating and investing activities for our products and services. We believe that our operating and capital requirements in connection with operations have been and will continue to grow and sustain operations. Because our primary uses of cash are for capital expenditures, research and development and construction costs including plant expansion and ongoing plant construction in Ocala, Florida, repayment of debt and pursuit of new business opportunities, we believe we are in a position to delay or scale back these expenditures should the need arise. In addition, we will continue to seek capital from foreign investors to the extent such capital is available.

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Cash Flows for the Three Months March 31, 2009

Cash Flows from Operating Activities

Operating activities used net cash for the three months ended March 31, 2009 of $541,317. Net cash used reflects an adjusted net loss for the year ended of approximately $305,319, as adjusted for various items which impact net income but do not impact cash during the period, such as depreciation and amortization. Net cash used also reflects $235,998 of cash used to support net changes in working capital items, which included:

• a $153,874 increase in accounts receivable as a result of slowed collection efforts due to the economy;

• a $27,463 increase in inventory costs due to utilizing existing inventory for current production;

• a $160,890 decrease in other current assets as a result primarily of accepting delivery in the current quarter of inventory that was prepaid in the prior quarter; and

• a $215,551 decrease in accounts payable and accrued expenses as a result of satisfying vendor liabilities from the proceeds of new financing obtained on certain unencumbered robotic manufacturing equipment acquired in 2008.

Cash Flows used in Investing Activities

Our investing activities used $201,750 in net cash during the three months ended March 31, 2009. Net cash used is composed entirely of capital expenditures for equipment and outfitting the Ocala facility.

Cash Flows from Financing Activities

Our financing activities provided net cash of $646,437 for the three months ended March 31, 2009. We raised approximately $254,391 and $346,948 through the sale of our common stock and unit purchase options, respectively, net of $306,398 in issuance costs. We also received $351,496 in proceeds from a new note in connection with the acquisition of equipment and outfitting the Ocala facility.

Financial Position

Our total assets decreased $41,950 or .43% to $9,681,050 as of March 31, 2009 from $9,723,000 as of December 31, 2008 primarily as a result of a net decrease in total current assets. The decrease in total current assets was primarily associated with a $153,873 increase in accounts receivable offset by a $160,888 decrease in other current assets and a $96,630 decrease in cash.

Material Commitments

In May 2008, the Company entered into an agreement with a former director to buy back 10,000,000 shares of the Company’s common stock for the aggregate purchase price of $2,500,000. Under the terms of the Stock Purchase Agreement, the Company purchased the shares at a price of $0.25 per share with a cash purchase price of $500,000 and the balance of $2,000,000 in the form of a 7% Note due on January 1, 2013 and secured by and subject to a Mortgage and Security Agreement on the Company’s primary manufacturing facility and real property located in Broward County, Florida. There is no prepayment penalty under the Note and the Company reserves the right to withhold payments due under the Note in the event of breach of the Stock Purchase Agreement. The Company has the option to pay interest only at a rate of 10% per annum on the outstanding balance of the Note until the due date, at which time a balloon payment will be due. In January 2009, we exercised our option to pay interest only.

The Company may also extend the due date of the Note for one additional five-year period. If the Company opts to extend the Note, the Company will pay principal and interest in the amount of the greater of 10% per annum or prime plus 4% per annum on the remaining balance by making monthly payments in an amount that would result in equal monthly payments being made until final payment of the remaining balance on January 1, 2018. Under the terms of the Mortgage and Security Agreement executed on May 2, 2008, the Company retains the rights to collect all rents, issues and profits from the property and has the right to cure any Event of Default, as that term is defined in the Note, upon 30 days notice. As of March 31, 2009, we owe $1,686,513 on the Note and have made interest payments totaling $29,514.

In January 2009, the Company executed two capital leases with Machinery Finance Resources, LLC. The terms of the lease agreement provide financing for the acquisition of $385,927 of manufacturing equipment for the Ocala facility. The leases have been accounted for as capital leases and provide for 60 monthly payments of $7,585 and bear interest at 6.9%. Amortization of assets under capitalized leases is included in depreciation expense. Interest incurred in the three months ending March 31, 2009 is $6,593.

We had no outstanding purchase commitments to purchase raw materials as of March 31, 2009.

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We believe that $550,000 of our budget remains to be spent over the next nine months to complete the construction and outfitting of our expansion facility in Ocala. The transition from our Ft. Lauderdale facility to the Ocala facility has been delayed due to significant unforeseen expenses incurred in the process of completing the retrofitting of our facility, particularly associated with electrical systems, window installations and HVAC systems, permitting and zoning delays and a pending road widening project by Marion County that will impact our property. Consequently, we have revised our estimates of future costs necessary to make the facility operational to reflect an additional $550,000 in addition to the amounts already expended.

Dividends

We have not paid any dividends.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a “smaller reporting company” as defined by Regulation S-K and as such, are not required to provide the information contained in this item pursuant to Regulation S-K.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of Robert Stopanio, our President and Principal Executive Officer and Karen Rodgers, our Controller and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based upon their evaluation, Robert Stopanio and Karen Rodgers, concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2009.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2009, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

No change since the date of our Annual 2008 Form 10-K.

ITEM 1A. RISK FACTORS

Please consider the following risk factors carefully. The descriptions below include material changes to the description of the risk factors previously disclosed in Item 1A of our 2008 Annual Report. The risks described below and in our 2008 Annual Report could materially and adversely affect our business, financial condition and results of operations. We also may be adversely affected by risks not currently known or risks that we do not currently consider to be material.

DELAYS AND UNANTICIPATED COSTS IN CONNECTION WITH THE RELOCATION OF OUR PRIMARY MANUFACTURING FACILITY TO OCALA COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND LIQUIDITY.

To facilitate anticipated growth from the automotive and medical component industry, in July 2007 we purchased a 36,000 square foot single story building on 10.5 acres in Ocala, Florida and began refurbishing the existing building with the intention of moving most of our manufacturing operations from Fort Lauderdale to Ocala by the first quarter of 2008. We initially budgeted $2 million for the refurbishment and relocation; however, we have had to revise our budget and extend our move in date as a result of unforeseen delays with permitting, zoning and a pending road widening project by Marion County. As of March 31, 2009, we have expended approximately $1,552,467 for construction costs, permitting and new equipment purchases, and believe we will need an additional $550,000 to make the facility fully operational. As a result of the delays, we anticipate that the Ocala facility will be fully operational by the third quarter of 2009. We believe that we will have enough cash on hand from our investment activities and operations to finance additional expenditures and do not believe that prolonged problems or delays will threaten the commercial viability of the Ocala facility; however, we may not have anticipated all the logistical impediments and obstacles and may incur further unanticipated delays and additional costs which could adversely affect our liquidity.

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

For the three months ended March 31, 2009, we raised a total of $601,338 of which $254,390 was generated through the sale of our common stock and $346,948 was generated through the sale of unit purchase options. For common stock sales, we issued 113,786 shares to foreign investors priced between $1.00 and $3.00. For Unit Purchase Options, we issued 693,896 units to existing shareholders at a price of $.50 per Unit. Each Unit Purchase Option consists of two shares of common stock exercisable at $1.00 per share until December 31, 2009. Commissions and finder’s fees were incurred on the above sales in the aggregate amount of $306,398. These sales were made in reliance upon the transaction exemption afforded by Regulation S promulgated by the Securities and Exchange Commission under the Securities Act. There were no issuances to stockholders residing in the United States.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors.

ITEM 6. EXHIBITS

No.	Description
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of the Company
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of the Company
32.1	Section 1350 Certification of Principal Executive Officer of the Company
32.2	Section 1350 Certification of Principal Financial Officer of the Company

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SIGNATURES

Pursuant to the requirements 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.

Date: May 15, 2009	SCORPION PERFORMANCE, INC.
	/s/ Robert Stopanio
	Robert Stopanio President and Principal Executive Officer

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

Signature	Title	Date
/s/ Robert Stopanio	President and Principal Executive Officer	May 15, 2009
Robert Stopanio
/s/ Karen Rodgers	Controller and Principal Financial Officer	May 15, 2009
Karen Rodgers

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