UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February ~~July 15~~20, ~~2009~~2011

Scorpion Performance, Inc.

(Exact name of registrant as specified in its charter)

Florida	000-52859	65-0979606
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3000 SW 4th Avenue, Fort Lauderdale, Florida 33315

(Address of Principal Executive Offices) (Zip Code)

(954) 779-3600

(Registrant’s telephone number, including area code)

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) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oItem ~~Soliciting~~4.01 ~~material~~Changes ~~pursuant~~in toRegistrant’s ~~Rule~~Certifying ~~14a-12 under the Exchange Act (17 CFR 240~~Accountant.~~14a-12)~~

oResignation ~~Pre-commencement~~of ~~communications~~Previous ~~pursuant~~Independent toRegistered ~~Rule~~Public ~~14d-2(b)~~Accounting ~~under the Exchange Act (17 CFR 240.14d-2(b))~~Firm

oOn ~~Pre-commencement~~February ~~communications~~20, ~~pursuant~~2011, toJewett, ~~Rule~~Schwartz, ~~13e-4~~Wolfe & Associates (c“JSW”) ~~under~~advised Scorpion Performance, Inc. (the ~~Exchange~~“Company”) ~~Act~~that its audit practice was acquired by RBSM LLP (17“RBSM ~~CFR~~”), ~~240.13e-4~~an independent registered public accounting firm and that, accordingly, JSW was resigning as the Company’s independent registered public accounting firm effective February 20, 2011 (cthe “Resignation Date”)).

~~Item~~The ~~3.02~~reports ~~Unregistered~~of ~~Sales~~JSW on the Company’s financial statements for the years ended December 31, 2009 and 2008 did not contain an adverse opinion or disclaimer of ~~Equity~~opinion, ~~Securities~~and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle, except that the reports of JSW on the Company’s consolidated financial statements as of and for the years ended December 31, 2009 and 2008 contained an explanatory paragraph which noted that there was doubt as to the Company’s ability to continue as a going concern due to an accumulated deficit of $11,290,125 at December 31, 2009.

~~Series~~During Athe ~~10%~~years ~~Preferred~~ended ~~Stock~~December 31, 2009 and 2008, and through February 20, 2011, the Company has not had any disagreements with JSW on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to JSW’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such periods.

InDuring ~~April 2009,~~ the ~~Company~~years ~~initiated~~ended aDecember ~~private offering to existing shareholders of up to 1~~31,~~500,000~~ ~~shares~~2009 ofand ~~preferred stock designated as Series A 10% Preferred Stock (the “Series A Preferred Shares”) at a purchase price of $10.00 per share. Under the terms of the offering~~2008, ~~for~~and athrough ~~period~~February ~~of two years~~20, ~~the Company will pay an annual dividend of 10% on each share of Series A Preferred stock~~2011, ~~payable~~there atwere ~~the~~no ~~option~~reportable ~~of the Company~~events, inas ~~cash~~defined ~~or shares of common stock. The Series A Preferred Shares shall have priority over the Company’s common stock and rank~~ in parity with any class or series of capital stock of the Company subsequently designated ranking by its terms on parity with the Series A Preferred Shares. Each share of the Series A Preferred Stock carries 10 votes on matters submitted to shareholders for voting purposes and each holder of Series A Preferred Stock shall have the right to convert all or part of his or her shares of Series A Preferred Stock into shares of the Company’s common stock by dividing the original purchase price by $Item 304(a)(1~~.00~~)(v) ~~subject to adjustment in the event~~ of ~~the subdivision, combination or consolidation by stock split, stock dividend, combination or like event~~Regulation S-K. ~~There is no mandatory conversion of the Series A Preferred Shares.~~

The Company ~~has~~provided ~~raised~~JSW ~~$958,900,~~with ~~less~~a ~~selling~~copy ~~expenses and commissions~~ of ~~$360,717~~this ~~for~~disclosure ~~net~~ set ~~proceeds~~forth ofunder ~~$598,183~~this inItem ~~connection with the Series A Preferred offering~~4. On01 ~~July 15, 2009, the Company amended its Articles of Incorporation to designate the rights~~ and ~~preferences~~requested ofJSW ~~the Series A Preferred Stock at which time it authorized the issuance of 95,890 shares of its Series A 10% Preferred Stock~~ to ~~subscribing~~furnish ~~shareholders. There~~a ~~were~~letter noaddressed ~~issuances~~ to ~~stockholders residing in~~ the ~~United States. The sales were made to existing non-US shareholders in reliance upon the transaction exemption afforded by Regulation S promulgated by the~~ Securities ~~and~~& Exchange Commission ~~under~~stating ~~the~~whether ~~Securities~~or ~~Act~~not ofit ~~1933,~~agrees aswith ~~amended (~~the ~~“Securities~~above ~~Act”)~~statements. ~~The~~ JSW ~~shareholders~~has ~~have~~reviewed ~~received~~this ~~information~~disclosure ~~concerning~~and ~~the~~consented ~~Company~~as ~~and~~set ~~have~~forth in the ~~opportunity~~letter toattached ~~ask~~ hereto ~~questions~~as ~~about~~Exhibit ~~the Company~~16.1.

~~Series~~Engagement Bof ~~Preferred~~New ~~Stock~~Independent Registered Public Accounting Firm

On ~~July~~February 1522, ~~2009,~~2011 ~~the Company amended its Articles of Incorporation to designate the rights and preferences of 500,000 shares of preferred stock designated as Series B Preferred Stock~~ (the “~~Series~~Engagement ~~B Preferred Stock~~Date”) ~~to be issued to Robert Stopanio~~, the Company’s ~~President,~~engaged ~~sole~~RBSM ~~director,~~LLP ~~and~~(“RBSM a”) ~~controlling shareholder of the Company. The shares are being issued at the purchase price of $.001 per share~~ as ~~consideration,~~its inindependent ~~lieu~~registered ofpublic aaccounting ~~cash~~firm ~~bonus,~~ for ~~Mr. Stopanio’s development of a manufacturing incubator and a medical components manufacturing division which will be operated through~~ the Company’s ~~subsidiary,~~fiscal ~~Scorpion~~year ~~Medical~~ended ~~Technologies~~December 31, ~~LLC~~2010. ~~Each~~ The ~~share~~engagement of ~~the~~RBSM ~~Series~~as ~~B Preferred Stock carries 30 votes on matters submitted to shareholders for voting purposes and each holder of Series B Preferred Stock shall have~~ the ~~right to convert all or part of his or her shares of Series B Preferred Stock into shares of the~~ Company’s ~~common~~independent ~~stock~~registered bypublic ~~dividing~~accounting ~~the~~firm ~~original~~was ~~purchase~~approved ~~price~~ by ~~$.001 subject to adjustment in~~ the ~~event~~sole director of the ~~subdivision,~~Company ~~combination~~on orFebruary ~~consolidation by stock split~~22, ~~stock dividend, combination or like event~~2011. ~~The~~ Series B Preferred Shares are not entitled to dividends or preference upon liquidation. The Company relied upon exemptions provided for in Sections 4(2) and 4(6) of the Securities Act including Regulation D promulgated thereunder based Mr. Stopanio’s knowledge of our operations and financial condition and experience in financial and business matters that allowed him to evaluate the merits and risk of receipt of these securities.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with RBSM regarding either: (1 ) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.~~1

~~The~~Item ~~Articles~~9.01 ofFinancial ~~Incorporation~~Statements ~~of the Company authorize the issuance of up to 10,000,000 shares of preferred stock,~~ and further authorize the Board of Directors of the Company to fix and determine the designation, preferences, conversion rights, cumulative, relative, participating, optional, or other rights, including voting rights, qualifications, limitations, or restrictions of the preferred stock. Exhibits

On(a) Financial ~~July~~Statements ~~15, 2009, the Company filed with the Florida Secretary~~ of ~~State,~~Businesses Amendments to its Articles of Incorporation to designate the rights and preferences of 1,500,000 shares of preferred stock as Series A Preferred Stock and 500,000 shares of preferred stock as Series B Preferred Stock as described in Item 3Acquired.~~02. Except~~ ~~as disclosed herein, no other shares of preferred stock are currently designated or issued and outstanding.~~

~~Copies~~Not ~~of the Amendments to the Articles of Incorporation, as filed with the Florida Secretary of State on July 15, 2009, are filed as exhibits to this Current Report on Form 8-K~~applicable. All disclosures set forth in this Current Report on Form 8-K are qualified by and subject to the rights, preferences and designations set forth in the Amendments to the Articles of Incorporation and as discussed in Item 3.02.

~~Item~~(b) Pro ~~9.01~~Forma Financial ~~Statements and Exhibits~~Information.

~~(d)~~Not ~~Exhibits~~applicable.

~~Exhibit~~(c) Shell ~~No.~~Company ~~Description~~Transactions.

~~3.1(a)~~Not ~~Amendment to Articles of Incorporation to Designate the Rights, Preferences and Obligations of Series A 10% Preferred Stock~~applicable.

~~3.1~~(bd) ~~Amendment to Articles of Incorporation to Designate the Rights, Preferences and Obligations of Series B Preferred Stock.~~ Exhibits

Exhibit No.	Description of Exhibit
16.1	Letter from Jewett, Schwartz, Wolfe & Associates

~~SIGNATURES~~2

~~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 hereunto duly authorized.~~SIGNATURES

~~Date:~~Pursuant ~~July~~to 20the requirements of the Securities Exchange Act of 1934, ~~2009~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Scorpion Performance, Inc. By~~Date: ~~/s/~~February ~~Robert~~25, ~~Stopanio President and Principal Executive Officer~~2011

	Scorpion Performance, Inc.


	By:	/s/ Robert Stopanio
		President and Principal Executive Officer

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