The information in this prospectus is not complete and may be changed. The Selling Security Holders may not sell these securities until after the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED January __, 2010

Prospectus

30,091,869  shares

POWIN CORPORATION

Common Stock

This prospectus relates to the offer for sale of up to  19,060,111  of our common stock and the shares underlying the two classes of 5,515,879 warrants respectively to purchase shares of our common stock by certain existing holders of the securities, referred to as Selling Security Holders throughout this document. The total number of shares registered in this prospectus is 30,091,869 .  It should be clarified that this registration statement covers the resale by the selling stockholders of common stock issuable upon the exercise of warrants.  Additionally, there are two classes of warrants, “A” and “B”, both of which have 5, 515,879 shares of common stock in both classes. We will not receive any of the proceeds of this offering.

We anticipate applying for trading of our common stock on the over-the-counter (OTC) Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. We have not yet engaged a market maker to assist us to apply for quotation on the OTC Bulletin Board and we are not able to determine the length of time that such application process will take. Such time frame is dependent on comments we receive, if any, from the NASD regarding our Form 211 application.

There is currently no market for our shares of common stock. There can be no assurance that a market for our common stock will be established or that, if established, such market will be sustained. Therefore, purchasers of our shares registered hereunder may be unable to sell their securities, because there may not be a public market for our securities. As a result, you may find it more difficult to dispose of, or obtain accurate quotes of our common stock. Any purchaser of our securities should be in a financial position to bear the risks of losing their entire investment.

The Selling Security Holders will sell the shares from time to time through independent brokerage firms in the over-the-counter market at $0.10 per share, until the shares are quoted on the OTC Bulletin Board, in which case the shares will be sold at market prices prevailing at the time of sale.

Investing in our stock involves substantial risks. See “ Risk Factors” beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Date of This Prospectus is: January __, 2010

1

3

The corporation was originally incorporated in Nevada on February 11, 1985 as “Global Technology Limited (a wholly-owned subsidiary of XimberLey Corporation).  The name of the corporation was amended to “Advanced Precision Technology, Inc.” on April 11, 1988 pursuant to a plan of reorganization approved by the stockholders of XimberLey Corporation (a Utah corporation) into Advanced Precision Technology, Inc. (a Nevada corporation) with the surviving entity being Advanced Precision Technology, Inc.  The name of the corporation was again changed on December 1, 1992 to “UV Color Corporation” pending the approval and completion of a new plan of reorganization.  The plan was not completed and the name was changed back to “Advanced Precision Technology, Inc.” on July 9, 1994.  On April 10, 2002, the Company’s name was changed to “Exact Identification Corporation” through an Amendment to the Articles of Incorporation.  

Company Information

Through its relationships in China, Powin arranges the manufacturing and manufacturing support for a variety of products designed and sold in the U.S. and throughout the world.  Some of the products manufactured and supported by Powin include gun safes, outdoor cooking products, fitness and recreational equipment, truck parts, furniture and cabinets, plastic products and small electrical appliances. The Company works closely with the designers, inventors and marketers of the products to produce and distribute the products.  A more in-depth description of the process and the individual categories of products manufactured by Powin can be found on page 25.

Business Strategies

Powin’s business strategies are described in greater detail on page 26.

Industry Summary

A summary of the industry can be found on page 26 of this Prospectus.

Competitive Strengths within the Industry

Powin’s Competitive Strengths within the Industry are described in greater detail on page 27.

Growth Strategy

Powin’s Growth Strategy can be described in greater detail on page 27.

Company Organization

The following chart depicts our corporate structure from a legal standpoint:

4

Use of Certain Defined Terms and Treatment of Stock Split

Except as otherwise indicated by the context, references in this report to:

5

The forward-looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events

An investment in our common stock is highly speculative and involves a high degree of risk. Therefore, you should consider all of the risk factors discussed below, as well as the other information contained in this document. You should not invest in our common stock unless you can afford to lose your entire investment and you are not dependent on the funds you are investing.

( 1)  Our failure to file timely reports may subject us to shareholder litigation, which may materially and adversely affect our business.

Our failure to file our reports in a timely manner may subject us to shareholder litigation, which may divert the attention of our management and force us to expend resources to defend against such claims. Any litigation may have a material and adverse effect on our business and future results of operations.

(2)   Our quarterly operating results are difficult to predict and may fluctuate significantly from period to period in the future.

Our quarterly operating results are difficult to predict and may fluctuate significantly from period to period based on the seasonality of consumer spending and corresponding manufacturing trends in the United States and China. In addition, manufacturing spending generally tends to decrease during January and February each year due to the Chinese Lunar New Year holiday. We believe we will also experience a slight decrease in revenues during the hot summer months of July and August each year, when there is a relative slowdown in overall commercial activity in urban areas such as in China. Furthermore, due to ever-fluctuating pricing on commodities and other raw materials and given the unpredictable economic climate, it is difficult to forecast with any amount of certainty the exact expected quarterly operating results.  As a result, you may not be able to rely on period to period comparisons of our operating results as an indication of our future performance. Factors that are likely to cause our operating results to fluctuate, such as the seasonality of manufacturing spending in China, a deterioration of economic conditions in China and potential changes to the regulation of the manufacturing industry in China is discussed elsewhere in this prospectus. Additionally, some of the outdoor products manufactured and distributed by the Company focus on a release in time for the summer season.  Fitness products are primarily shipped out in September and October for distribution over the holiday season and at the beginning of each year. If our revenues for a particular quarter are lower than we expect, we may be unable to reduce our operating expenses for that quarter by a corresponding amount, which would harm our operating results for that quarter relative to our operating results from other quarters.

(3)  Our future acquisitions may expose us to potential risks and have an adverse effect on our ability to manage our business.

Selective acquisitions will form a part of our strategy to further expand our business. If we are presented with appropriate opportunities, we may acquire additional businesses, services or products that are complementary to our core business. Our integration of the acquired entities into our business may not be successful and may not enable us to expand into new manufacturing platforms as well as we expect. This would significantly affect the expected benefits of these acquisitions. Moreover, the integration of any future acquisitions will require significant attention from our management.

6

The diversion of our management’s attention and any difficulties encountered in any integration process could have an adverse effect on our ability to manage our business. In addition, we may face challenges trying to integrate new operations, services and personnel with our existing operations. Future acquisitions may also expose us to other potential risks, including risks associated with unforeseen or hidden liabilities, the diversion of resources from our existing businesses and technologies, our inability to generate sufficient revenue to offset the costs, expenses of acquisitions and potential loss of, or harm to, relationships with employees and manufacturing clients as a result of our integration of new businesses and new regulations governing cross-border investment by China residents. In addition, we cannot assure you that we will be able to realize the benefits we anticipate from acquiring other companies or that we will not incur costs, including those relating to intangibles or goodwill, in excess of our projected costs for these transactions. The occurrence of any of these events could have a material and adverse effect on our ability to manage our business, our financial condition and our results of operations.

(4)  There may be unknown risks inherent in our acquisitions of companies which could result in a material adverse effect on our business.

We will conduct due diligence with respect to any acquisition we undertake we may not be aware of all of the risks associated with any of the acquisitions. Any discovery of adverse information concerning any of these acquisitions could have a material adverse effect on our business, financial condition and results of operations. While we may be entitled to seek indemnification in certain circumstances, successfully asserting indemnification or enforcing such indemnification could be costly and time consuming or may not be successful at all.

( 5)  Failure to manage our growth could strain our management, operational and other resources and we may not be able to achieve anticipated levels of growth in the new networks and media platforms we hope to operate, either of which could materially and adversely affect our business and growth potential.

We have been expanding, and plan to continue to expand, our operations in the United States and China. To manage our growth, we must develop and improve our existing administrative and operational systems and, our financial and management controls and further expand, train and manage our work force. As we continue this effort, we may incur substantial costs and expend substantial resources in connection with any such expansion due to, among other things, different technology standards, legal considerations and cultural differences. We may not be able to manage our current or future international operations effectively and efficiently or compete effectively in such markets. We cannot assure you that we will be able to efficiently or effectively manage the growth of our operations, recruit top talent and train our personnel. Any failure to efficiently manage our expansion may materially and adversely affect our business and future growth.

(6)  We depend on the leadership and services of Joseph Lu who is the founder, chairman, and chief executive officer, our business and growth prospects may be severely disrupted if we lose his services.

Our future success is dependent upon the continued service of Joseph Lu our founder, chairman and chief executive officer. We rely on his industry expertise and experience in our business operations, and in particular, his business vision, management skills, and working relationships with our employees, many of our clients and landlords and property managers of the locations in our network. We do not maintain key-man life insurance for Mr. Lu or other key employees, but plan on obtaining this insurance in the next quarter.  If he is unable or unwilling to continue in his present position or if he joins a competitor or forms a competing company, we may not be able to replace him easily or at all. As a result, our business and growth prospects may be severely disrupted if we lose his services.  Accordingly, we are making every effort to keep Mr. Lu happy and to assist him in taking good care of his health so that his services and knowledge are readily available to Powin.

7

(7)  We may need additional capital and we may not be able to obtain it, which could adversely affect our liquidity and financial position.

We believe that our current cash and cash equivalents and cash flow from operations will not be sufficient to meet our anticipated cash needs including for working capital and capital expenditures, for the foreseeable future. We will require additional cash resources due to changed business conditions or other future developments. We may seek to sell additional equity or debt securities or obtain a credit facility. The sale of convertible debt securities or additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity.

Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including: investors’ perception of, and demand for, securities of alternative manufacturing media companies; conditions of the U.S. and other capital markets in which we may seek to raise funds; our future results of operations, financial condition and cash flows; China governmental regulation of foreign investment in manufacturing services companies in China; economic, political, and other conditions in China; and China governmental policies relating to foreign currency borrowings.  As each of these uncertainties are concerning, the foreign currency exchange is particularly concerning given the state of the economy and any unforeseen government regulations from either China or the United States.  Accordingly, we will make every effort to keep up to date on the exchange and understand any regulation / economic condition that may affect the exchange.  

We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us could have a material adverse effect on our liquidity and financial condition.

(8)  Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.

We regard our trade secrets and other intellectual property as critical to our success. Unauthorized use of the intellectual property used in our business may adversely affect our business and reputation.

We have historically relied on a combination of trademark and copyright law, trade secret protection and restrictions on disclosure to protect our intellectual property rights. We enter into confidentiality and invention assignment agreements with all our employees. We cannot assure you that these confidentiality agreements will not be breached, that we will have adequate remedies for any breach, or that our proprietary technology will not otherwise become known to, or be independently developed by, third parties.

We may register in China the trademarks used in our business. We cannot assure you that any of our trademark applications will ultimately proceed to registration or will result in registration with scope adequate for our business. Some of our applications or registration may be successfully challenged or invalidated by others. If our trademark applications are not successful, we may have to use different marks for affected services or technologies, or enter into arrangements with any third parties who may have prior registrations, applications or rights, which might not be available on commercially reasonable terms, if at all.

In addition, policing unauthorized use of our proprietary technology, trademarks and other intellectual property is difficult and expensive, and litigation may be necessary in the future to enforce our intellectual property rights. Future litigation could result in substantial costs and diversion of our resources, and could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations.

8

(9)  We face significant competition, and if we do not compete successfully against new and existing competitors, we may lose our market share, and our profitability may be adversely affected.

We compete with other manufacturing companies in China and the United States. We compete for manufacturing clients primarily on the basis of price, the range of services that we offer and our brand name. Increased competition could reduce our operating margins and profitability and result in a loss of market share. Some of our existing and potential competitors may have competitive advantages, such as significantly greater financial, marketing or other resources, or exclusive arrangements with desirable clients and manufacturers, and others may successfully mimic and adopt our business model. Moreover, increased competition will provide clients additional manufacturing service alternatives, which could lead to lower prices and decreased revenues, gross margins and profits. We cannot assure you that we will be able to successfully compete against new or existing competitors.

(10)  There may be deficiencies with our internal controls that require improvements, and we will be exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002 in the event we become a fully reporting company.

While we believe that we currently have adequate internal control procedures in place, we are still exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 a of the Sarbanes-Oxley Act of 2002. Under the supervision and with the participation of our management, we have evaluated our internal controls systems in order to allow management to report on, and our registered independent public accounting firm to attest to, our internal controls, as required by Section 404 a of the Sarbanes-Oxley Act. We have performed the system and process evaluation and testing required in an effort to comply with the management certification and auditor attestation requirements of Section 404 a . As a result, we have incurred additional expenses and a diversion of management’s time. If we are not able to meet the requirements of Section 404 a in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC.

Risks Relating to Regulation of Our Business and to Our Structure

(11) We do not typically enter into written agreements with customers, as is standard in most of our lines of business, but this practice exposes us to litigation and ambiguity should a conflict or discrepancy arise.

We do not typically have written contracts with our customers. This practice is not unusual for the industry. The fact that we do not typically have written contracts with our customers is a risk because oral contracts are less easily enforced by courts of law.

(12)  Contractual arrangements we have entered into may be subject to scrutiny by the tax authorities and a finding that we owe additional taxes or are ineligible for our tax exemption, or both, could substantially increase our taxes owed, and reduce our net income and the value of your investment.

Under local law, arrangements and transactions among related parties may be subject to audit or challenge by the local tax authorities. If any of the transactions we have entered into with our distributor are found not to be on an arm’s-length basis, or to result in an unreasonable reduction in tax under local tax law, the tax authorities have the authority to disallow our tax savings, adjust the profits and losses of our respective entities and assess late payment interest and penalties. A finding by the tax authorities that Powin is ineligible for its tax exemptions, would substantially increase our taxes owed and reduce our net income and the value of your investment. As a result of this risk, you should evaluate our results of operations and financial condition without regard to these tax savings .

9

(13)  Our business operations may be affected by legislative or regulatory changes.

Changes in laws and regulations or the enactment of new laws and regulations governing placement or content of out-of-home manufacturing, our business licenses or otherwise affecting our business in China may materially and adversely affect our business prospects and results of operations. We are not certain how the local government will implement any regulation or how it may affect our ability to compete in the manufacturing industry in China.  We are particularly concerned with any regulations that might give rise to possible trade issues between China and the United States, and the effects of those regulations on our business. Accordingly, we need to conduct due diligence as to any possible regulations that might arise and substantially effect Powin’s operations.  Further, we need to make every effort to hedge against any government regulation which may materially alter our business model.

Risks Relating to Business in China

Much of the success of the C ompany is derived from our relationship and business dealings with manufacturing companies in China, and the majority of our products that Powin distributes and sells to its customers is from these third party manufacturers in China . Accordingly, our business, financial condition, results of operations and prospects are subject, to a significant extent, to economic, political and legal developments in China.

(14)  The economic, political and social conditions, as well as governmental policies, could affect the financial markets in China and our liquidity and access to capital and our ability to operate our business.

China economy differs from the economies of most countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. While China economy has experienced significant growth over the past, growth has been uneven, both geographically and among various sectors of the economy. China government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall China economy, but may also have a negative effect on us. This may encourage foreign manufacturing companies with more experience, greater technological know-how and larger financial resources than we have to compete against us and limit the potential for our growth. Moreover, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

(15)  China legal system embodies uncertainties which could limit the legal protections available to you and us.

China legal system is a civil law system based on written statutes. The overall effect of legislation over the past 26 years has significantly enhanced the protections afforded to various forms of foreign investment in China. However, these laws, regulations and legal requirements change frequently, and their interpretation and enforcement involve uncertainties. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract . However, since China administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. For example, these uncertainties may impede our ability to enforce the contracts we have entered into. In addition, such uncertainties, including the inability to enforce our contracts , could materially and adversely affect our business and operation. In addition, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in China legal system, particularly with regard to the manufacturing industry, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our suppliers.

10

(16)  If tax benefits currently available to us in China were no longer available, our effective income tax rates for our China operations could increase.

We generate a substantial portion or all our net income from our suppliers in China.  Our net income could be adversely affected by any change in the current tax laws in China.

(17)  China tax authorities may require us to pay additional taxes in connection with our acquisitions of offshore entities that conducted their China operations through their affiliates in the United States.

Our operations and transactions are subject to review by China tax authorities pursuant to relevant China laws and regulations. However, these laws, regulations and legal requirements change frequently, and their interpretation and enforcement involve uncertainties. For example, in the case of some of our future acquisitions of offshore entities that conduct their China operations through their affiliates in the United States, we cannot assure you that China tax authorities will not require us to pay additional taxes in relation to such acquisitions, in particular where China tax authorities take the view that the previous taxable income of China affiliates of the acquired offshore entities needs to be adjusted and additional taxes be paid. In the event that the sellers failed to pay any taxes required under China law in connection with these transactions, China tax authorities might require us to pay the tax, together with late-payment interest and penalties.

(18)  China rules on mergers and acquisitions may subject us to sanctions, fines and other penalties and affect our future business growth through acquisition of complementary business.

We cannot assure you that the relevant China government agency approval required for this offering will be deemed legal. We may face sanctions by China regulatory agencies. In such event, this regulatory agency may impose fines and penalties on our operations in China, limit our operating privileges in China, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects.

Complying with the requirements of rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the appropriate securities agency, may delay or inhibit the completion of such transactions, which could affect our ability to expand our business or maintain our market share.

(19)  Any future outbreak of severe acute respiratory syndrome or avian flu in China, or similar adverse public health developments, may severely disrupt our business and operations.

From December 2002 to July 2003, China and other countries experienced an outbreak of a new and highly contagious form of atypical pneumonia now known as severe acute respiratory syndrome, or SARS. On July 5, 2003 , the World Health Organization declared that the SARS outbreak had been contained. Since September 2003, however, a number of isolated new cases of SARS have been reported, most recently in central China in April 2004. During May and July of 2003, many businesses in China were closed by China government to prevent transmission of SARS. In addition, many countries, including China, have encountered incidents of the H5N1 strain of bird flu, or avian flu. Any recurrence of the SARS outbreak, an outbreak of avian flu or a development of a similar health hazard in China, may deter people from congregating in public places, including a range of commercial locations such as office buildings and retail stores. Such occurrences would severely impact the value of our digital out-of-home manufacturing networks to advertisers, significantly reduce the manufacturing time purchased by advertisers and severely disrupt our business and operations.

11

Risks Associated with this Offering

(20)  Our shares will be listed for trading on the OTC Bulletin Board, and our shares will likely be classified as a “penny stock” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price less than $5.00.  Our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

We will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to its customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our stockholders to sell their securities.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000, or annual income exceeding $200,000 individually, or $300,000 together with his or her spouse, is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:

·

Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

·

Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

·

Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks;

·

Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our stockholders will, in all likelihood, find it difficult to sell their securities.

(21)  There has been no independent valuation of the stock, which means that the stock may be worth less than the purchase price.

The per share purchase price has been determined by us without independent valuation of the shares. We established the offering price based on management’s estimate of the value of the shares.  This valuation is highly speculative and arbitrary. There is no relation to the market value, book value, or any other established criteria. We did not obtain an independent appraisal opinion on the valuation of the shares. The shares may have a value significantly less than the offering price and the shares may never obtain a value equal to or greater than the offering price.

12

(22)  Investors may never receive cash distributions which could result in an investor receiving little or no return on his or her investment.

Distributions are payable at the sole discretion of our board of directors. We do not know the amount of cash that we will generate, if any, once we have more productive operations. Cash distributions are not assured, and we may never be in a position to make distributions.

(23)  Even If A Market Develops For Our Shares, Our Shares May Be Thinly Traded With Wide Share Price Fluctuations, Low Share Prices And Minimal Liquidity.

If a market for our shares develops, the share price may be volatile with wide fluctuations in response to several factors, including: potential investors’ anticipated feeling regarding our results of operations; ·increased competition; our ability or inability to generate future revenues; and market perception of the future of development of wood product manufacturing.

In addition, if our shares are quoted on the OTCBB, our share price may be affected by factors that are unrelated or disproportionate to our operating performance. Our share price might be affected by general economic, political, and market conditions, such as recessions, interest rates, or international currency fluctuations. In addition, even if our stock is approved for quotation by a market maker through the OTCBB, stocks traded over this quotation system are usually thinly traded, highly volatile and not followed by analysts. These factors, which are not under our control, may have a material effect on our share price.

(24)  We Anticipate The Need To Sell Additional Authorized Shares In The Future.  This Will Result In A Dilution To Our Existing Shareholders And A Corresponding Reduction In Their Percentage Ownership In Powin.

We may seek additional funds through the sale of our common stock. This will result in a dilution effect to our shareholders whereby their percentage ownership interest in Powin is reduced. The magnitude of this dilution effect will be determined by the number of shares we will have to issue in the future to obtain the funds required.  The sale of additional stock to new shareholders will reduce the ownership position of the current shareholders.  The price of each share outstanding common share may decrease in the event we sell additional shares.

(25)  Since Our Securities Are Subject To Penny Stock Rules, You May Have Difficulty Reselling Your Shares.

Our shares are "penny stocks" and are covered by Section 15(d) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers including: disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

(26) An increase in the cost of certain natural resources, including iron ore, could impact our prices and our ability to produce products at an affordable rate.

A large portion of the Company’s manufactured products are made out of steel. An increase in the price or decrease in the availability of the natural resource iron ore may impact the prices we can offer our customers and our competitiveness within the industry.

13

14

15

Net revenue consists of sales, net of refunds, and other income, including refunds by vendors. Net revenue on a consolidated bases for the nine-month period ended September 30, 2009 were down 2.7% or approximately $800,000 from the same nine-month period of 2008, which is a 4.3 point improvement from the revenues the Company reported for the six-month period ended June 30, 2009 when compared to the same period of 2008.  All of the net revenue decrease come from the Company’s OEM business as each of its other subsidiaries realized net revenue gains.  Management believes the OEM decrease in net revenues is related strictly to the economic downturn impacting the whole U.S. economy , as management is seeing no impact do to pricing and volume on sales, and expects the OEM business to stay flat in the fourth quarter of 2009. Further, management consistently approaches its customers to collect information needed to support the customer’s current and future inventory needs, especially the Company’s three largest customers that make up approximately 72% of its sales, and these three customers account for approximately 90% of the $800,000 sales decrease mentioned above due to their cutback in inventory levels.

16

Cost of sales on a consolidated bases are down approximately $500,000 for the nine-month period ended September 30, 2009 when compared with the same period of 2008; however, as a percent of sales, cost of sales are 86.7% of sales for the nine-month period ended September 30, 2009, compared to 86% for the same period in 2008.  The .7% increase is a real cost increase of approximately $293,000, with approximately $125,000 related to increased custom duty expense where a major customer sales increased and the Company is subject to paying the customs duty while other major customers’ sales decreased and the Company is not subject to paying the duty for these customers, and the Company’s QBF subsidiary added labor costs by approximately $123,000, with other product increases in cost of sales of approximately $45,000.Consolidated gross profits declined approximately $300,000, ending at 13.3% of net revenues for the nine-month period ended September 30, 2009 as compared to 14% for the same period of 2008.  The greatest percent decrease in g ross p rofit is from the Company’s QBF subsidiary as its metal fabrication business dropped off and the subsidiary’s management decided not to trim its direct and indirect manufacturing cost accordingly as the highly skilled nature of its workers will be difficult to replace on short notice.  Further, the Company has decided to initiate a costing program, headed by its Chief Financial Officer, to improve all costing and pricing programs of the Company.

Operating expenses on a consolidated bases for the nine-month period ended September 30, 2009 were down approximately ($29,000) f rom the same period of 2008.  As a percent of net revenues operating expenses for the nine-month period ended September 30, 2009 were 6.9% compared to 6.8% for the same period of 2008.   However, two specific line items within operating expenses had substantial increases in the nine-month period ended September 30, 2009 compared to the same period of 2008, legal and accounting increased approximately $86,s000 mainly due to costs incurred in efforts to take the company public, and advertising increased by approximately $94,000 to support the Company’s future growth.

For the nine-month period ended September 30, 2009, the Company earned net income of $1,122,779 and had a positive cash flow from operations of $128,366 as compared to net income of $1,964,638 and a negative cash flow from operations of ($52,398) for the same nine-month period ended September 30, 2008.

Each of the Company’s segments, except for its OEM business, as mentioned above, had increased net revenues for the nine-month period ended September 30, 2009 over the same period of 2008.  The QBF segment increased net revenues 1.3% or approximately $16,500, the Wooden segment increased net revenues 83% or approximately $257,700 and the MACO segment increased net revenues 130.6% or approximately $32,600.  However, the MACO segment is reporting a net income loss primarily due to Operating Expense increases from management’s decisions that have increased the segment’s sales and marketing programs and to strengthen the general management of its operations.

For the Year Ended December 31, 2008 and December 31, 2007

Net revenue consists of sales, net of refunds, and other income, including refunds by vendors. Net revenue for the year ended December 31, 2008 was approximately $41,040,000, compared to approximately $45,030,000 for the year ended December 31, 2007, approximately a decrease of $3,990,000 or 8.9% decrease in revenues.  The decrease is attributable to the reduction in sales of the Company's fitness equipment product line related to a major vendor, Triplemaster Direct, and the related sales to this major customer.  The Company purchased product from Triplemaster Direct with shipments going direct to the customer; however, the customer decided to purchase direct from Triplemaster Direct and from a customer standpoint the change was transparent, but because of the relationship the Company had with Triplemaster Direct, the Company’s overall gross revenue on a period over period basis was impacted as revenues decreased by approximately $13,700,000. However, the Company did offset the loss in revenues due to the Triplemaster Direct program by increasing sales by approximately $8,000,000 to two other major customers of approximately $8,000,000. The remaining $1,700,000 of revenue gains was generated by increasing sales volume to various other customers during 2008.

Cost of sales for the year ended December 31, 2008 were approximately $34,800,000 compared to approximately $40,200,000 for the same period of 2007, approximately $5,400,000 or 13.3% decrease in cost of sales.  However, on a percentage bases of cost of sales to sales, the year ended December 31, 2008 cost of sales were 84.8% compared to 89.2% for the same period in 2007, a 4.4 point improvement in cost

17

of sales for 2008 from 2007 and is directly related to the freight charges incurred to ship the products from Triplemaster Direct.

General and administrative expense for the year ended December 31, 2008 was approximately $4,900,000, compared to approximately $4,200,000 for the same period of 2007, approximately $700,000 or 17.7% increase in expenses.  These increased costs are from approximately $5,000,000 in abandoned and obsolete inventory write downs, $118,000 in increased legal and accounting audit costs when merging the company as previously mentioned, $100,000 in lease and rent increases for additional warehousing and manufacturing facilities with $70,000 for manufacturing supplies and $210,000 in increased management to support its QBF, Inc subsidiary, decreases of $75,000 in other general and administrative costs, and decreases in bonuses of approximately $923,000.

For the year ended December 31, 2008, the Company had a pretax gain of approximately $1,460,000 compared to a pretax gain of approximately $740,000 for the same period of 2007 and is attributed to the Company’s Board of Directors reducing the bonus declared for the year ended December 31, 2008.

Liquidity and Capital Resources

The Company has financed its operations over the years principally through funds generated from operations and bank loans.  For the nine-month period ended September 30, 2009 cash provided by operating activities was $128,366 compared to cash used in operating activities of $52,398 for the same period of 2008.  Cash used in investing activities was $15,144 in the nine-month period ended September 30, 2009 to replace and add office computers, compared with $604,632 used in the same period of 2008.  Cash used in the nine-month period ended September 30, 2009 from financing activities, include net repayments toward the Company’s existing credit lines of $456,700, compared to cash provided of $823,276 from financing activities in the same period of 2008 primarily from increases in the Company's credit line facility and shareholder contributions.

The ratio of current assets to current liabilities is 1.77 at September 30, 2009 compared to 1.59 at December 31, 2008.  Quick liquidity (current assets less inventories divided by current liabilities) was 1.25 at September 30, 2009 and 1.38 at December 31, 2008.  At September 30, 2009 the Company had working capital of $4,350,306 compared with working capital at December 31, 2008 of 3,873,357.  Trade receivables at September 30, 2009 had a 66 days average collection period compared to 66 days at December 31, 2008.

The Company and its subsidiary, QBF, have short-term lines of credit with a bank with maximum borrowings available at September 30, 2009 of $1,000,000 and $650,000, respectively.  The maturity date for the Company’s line of credit is September 1, 2010 and September 12, 2010 for QBF.  The lines of credit are secured by all receivables, inventory, and equipment and are personally guaranteed by the Company’s majority stockholder.  Interest is at the rate of 4 percent for the Company and 4 percent for QBF at September 30, 2009, when compared to a rate of 8.25 percent for the Company and 5 percent for QBF at September 30, 2008.  Balances outstanding at September 30, 2009 and 2008 were $650,000 and $627,700, respectively and $1,106,700 at December 31, 2008.

The Company’s line of credit is subject to standard financial and non-financial covenants, however, none of the covenants relate to financial statement based ratios, such as working capital ratios, etc. The Company’s line of credit covenants relate to outstanding notes, receivables and cash flow, and the Company is not subject to any negative covenants.  The Company was in compliance with all covenants at September 30, 2009 and 2008.  QBF’s line of credit is subject to standard financial and non-financial covenants however, none of the covenants relate to financial statement based ratios, such as working capital ratios, etc.  QBF’s line of credit covenants relate to outstanding notes, receivables and cash flow, but it is subject to negative covenants, which state that QBF will not loan, invest in or advance money or assets to any other person, enterprise or entity.  QBF was in compliance with all covenants at September 30, 2009and 2008.

18

The Company’s preferred shares have a provision that calls for dividends of 12%, declared semi-annually, and paid in preferred shares.  There is no plan to issue additional shares of preferred stock.  The Company’s common shares have a provision that allows dividends to be paid in cash at the discretion of the board of directors; however, the Company’s board of directors has never declared a dividend on common stock and there is no assurance that future dividends will be declared on the Company’s common stock.

The Company’s management believes that the current cash  and cash flow from operations will not be sufficient to meet anticipated cash needs including for working capital and capital expenditures, for the foreseeable future. The Company may require additional cash resources due to changed business conditions or other future developments.  The Company may seek to sell additional equity or debt securities or increase its credit facility. The sale of convertible debt securities or additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity.

The Company’s ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including: investors’ perception of, and demand for, securities of alternative manufacturing media companies; conditions of the U.S. and other capital markets in which we may seek to raise funds; future results of operations, financial condition and cash flow.  Therefore, the Company’s management cannot assure that financing will be available in amounts or on terms acceptable to the Company, or if at all. Any failure by the Company’s management to raise additional funds on terms favorable to the Company could have a material adverse effect on the Company’s liquidity and financial condition.

Critical Accounting Policies

Our financial statements are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recent Accounting Pronouncements

Refer to Note 1 to the financial statements for a complete description of recent accounting standards which we have not yet been required to implement and may be applicable to our operation, as well as those significant accounting standards that have been adopted during 2009 and 2008.

19

20

The corporation was originally incorporated in Nevada on February 11, 1985 as “Global Technology Limited (a wholly-owned subsidiary of XimberLey Corporation).  The name of the corporation was amended to “Advanced Precision Technology, Inc.” on April 11, 1988 pursuant to a plan of reorganization approved by the stockholders of XimberLey Corporation (a Utah corporation) into Advanced Precision Technology, Inc. (a Nevada corporation) with the surviving entity being Advanced Precision Technology, Inc.  The name of the corporation was again changed on December 1, 1992 to “UV Color Corporation” pending the approval and completion of a new plan of reorganization.  The plan was not completed and the name was changed back to “Advanced Precision Technology, Inc.” on July 9, 1994.  On April 10, 2002, the Company’s name was changed to “Exact Identification Corporation” through an Amendment to the Articles of Incorporation.  

Competitive Business Conditions within the Industry

Current industry conditions are extremely competitive as almost 95 % of all manufacturing has been outsourced to China.  Powin has streamlined and simplified their operations.  Powin offers logistical support and customer service, and is responsive to all customers’ needs.   Additionally, we have a network of suppliers in which we can go to our suppliers to get the terms which enable us to get our terms to our end customers.  This gives us a competitive advantage over our competitors and further helps to solidify our market share in the industry.

Suppliers

Powin is dependent upon the following suppliers:  Qingdao Xyuang Stovemakers, Qingdao Powin Metal Furniture, Qingdao Powin Metal Technology, Longkou Yian Rubber + Plastic, Changzhou Red Star Plastic, Yangzou Aiqi Fitness Equipment.  

Currently, we do not use contracts with suppliers for our existing operations, and have operated on an informal agreement basis.  We do have however, an excellent relationship with these suppliers, mostly due to the fact that Mr. Lu has built up these relationships.

The price of the steel that is utilized in Powin’s products has remained fairly consistent over the past few years, except for during the period from late 2007 until late 2008.  During that one-year period of time, when demand for commodities spiked, the price of steel almost doubled, and this caused pricing problems for Powin, as it was difficult to pass the increased costs through to its customer in the form of price increases.  However, the company still managed to be profitable during this period.

Distribution

The Company works closely with the designers, inventors and marketers of the products to produce and distribute the products. We supply our customers with custom manufactured products from the third party manufacturing companies that we have strong relationships with.  Except for the Company’s MACO segment , we have no distribution centers nor does Powin employ sales representatives, since product is designed and manufactured specifically for our customers based on our understanding of our customers’ requirements and our direct relationships with our customers.  The process begins with the identification of the customer and the product.  The customer then provides specifications/drawings/instructions to Powin.  Cost quotations are provided to the customer.  Then the customer and Powin agree upon the cost and lead time.  The customer issues a purchase order to Powin, and Powin confirms the purchase order with the customer.  Production then proceeds ahead with Powin’s supplier in China to manufacture the products. Powin then performs its quality control procedures on the product.  Products are then shipped and Powin pays, and receives payment, for the products.

21

Customers

In the past, we have been dependent on just a few customers.  However, we are becoming more diversified, as evidenced by the fact that our major clients represented approximately 81% of revenues in 2007, but only 72% in 2008.  We recognize the necessity for diversification among our client base in order to maintain our competitive advantage, and are making every effort to do so.  Powin does not have written contracts with its major customers. As is customary in the industry, and particularly with Chinese companies, Powin relies primarily on oral agreements and understands the risks associated therewith.

Patents and Trademarks

Powin currently has patents pending on the “Ucube” product.

Government Approval of Principal Products or Services

There are no principal products or services which require government approval as all of our principal products and services comply with government regulations.

Effect of Existing Governmental Regulation on our Business

The effect of existing governmental regulation on our business has been that we cannot proceed with cast-iron construction products do to the government’s anti-dumping rule.  The other effects are that government regulation will bring up trade issues that may be difficult to deal with.

There were twenty-two items which were identified in 2008 that were targeted for increased tariffs, of which nineteen were Chinese products.  However, most of these were food-related products, and so the effect on Powin was minimal, although the wooden furniture imported from China is now subject to a nine percent (9%) tariff.  Some of the wooden furniture production has now been shifted to Viet Nam, where there is no tariff.  

Number of Total Employees and Part-Time Employees

We currently employ 33 full time employees and 10 part time employees at our facilities in the United States.  

Company Information

Through relationships in China, Powin arranges the manufacturing and manufacturing support for a variety of products designed and sold in the U.S. and throughout the world.  Some of the products manufactured and supported by Powin include gun safes, outdoor cooking products, fitness and recreational equipment, truck parts, furniture and cabinets, plastic products and small electrical appliances. The Company works closely with the designers, inventors and marketers of the products to produce and distribute the products.

In 2005, Powin purchased all of the assets of Quality Bending and Fabrication, Inc., which was a manufacturer of truck parts for Freightliner Trucks.  These assets were transferred to Powin’s wholly-owned subsidiary, QBF, Inc. (“QBF”) QBF also entered into a lease agreement for the space which houses the QBF operations.  During the last four years, QBF has continued to manufacture truck parts for Freightliner Trucks, but the plant has been underutilized and QBF has lost money.  Improvements have been made, and business has increased, but in the last year Freightliner has decided to close its plant in Portland, in 2010, and move all of its manufacturing to Mexico.  In response, QBF is also acquiring distribution and manufacturing capacity in Mexico, close to Freightliner operations there.

Gun Safes

Powin is a significant manufacturer of steel gun safes, as it provides safes under names such as Browning and other brand names. These products are produced by Qingdao Powin Metal Furniture Co., Ltd, in Qingdao, China.

22

Outdoor Cookware Products Manufacturing

Powin also supplies most of the products sold by Logan Outdoor Products, LLC, which specializes in outdoor cooking equipment, including Dutch camping ovens and frying skillets.  These products are sold under the name brands Camp Chef and Smoke Vault.  These products are manufactured by Qingdao Xuyang Stovemakers Co., Ltd., in Qingdao, China.  This 180,000 square foot facility employs 200 full-time workers.  These products are also produced by Longkou Yian Rubber and Plastic Co., Ltd., in Qingdao, China.

Fitness and Recreational Equipment Manufacturing

Powin manufactures a wide variety of fitness equipment including treadmills, exercise bikes, weightlifting benches and dumbbell racks.  The fitness equipment products are manufactured at Yangzhou Aiqi Fitness Equipment Co., Ltd., in Yangzhou, China.  This plant is over 150,000 square feet in size, and it employs 110 full-time workers.  The electronic displays for the exercise equipment are made at Yangzhou Aiqi Fitness Equipment Co., Ltd., in Yangzhou, China.  This is a 350,000 square foot plant which employs 180.

In addition to the fitness equipment, Powin is also a supplier of trampolines, most of which are sold through Wal-Mart and other retailers.  These products are manufactured at Qingdao Triplemaster Steel and Plastic Co., Ltd., in Qingdao, China.

Truck Parts Manufacturing

During the last four years, QBF, Powin’s wholly-owned subsidiary, has manufactured truck parts for Freightliner Trucks, but the plant has been underutilized and QBF has lost money.  Improvements have been made, and business has increased, but in the last year Freightliner has decided to close its plant in Portland, in 2010, and move all of its manufacturing to Mexico.  QBF has been offered the opportunity to bid on and manufacture more truck parts for Freightliner. In addition, QBF has been invited by Freightliner to become part of its immediate suppliers in Mexico by leasing warehousing space on-site with Freightliner.

Freightliner Trucks is a division of Daimler Trucks North America, the largest manufacturer of heavy-duty vehicles in North America.  Daimler Trucks North America designs, builds and markets a wide range of Class 3-8 vehicles including long-haul highway tractors, heavy-duty construction and vocational trucks, mid-range trucks for distribution and service, school and transit buses, fire and emergency service apparatus, and chassis for step vans, school and shuttle buses, and motor homes.  Freightliner Trucks is headquartered in Portland, Oregon, with truck manufacturing facilities located in Portland and throughout the United States and Mexico.

Furniture and Cabinet Manufacturing

Another important area of the Company is the manufacturing of furniture products.  The furniture manufactured by the company consists of a variety of high-end models and products.  The Company believes that this segment of its business provides diversification for the Company and its shareholders.  The Company has several employees with good relationships with buyers, and employs designers and manufacturing experts that understand and produce furniture of style, quality and functionality.

In 2008 Powin purchased the trade name and trademark MACO from a furniture company that specialized in manufacturing bedroom furniture that had gone bankrupt in Portland. The Company then formed a DBA (doing business as) of Powin Wooden Product Services, Inc. called Maco Lifestyles Company.  Powin also hired their key employee, Paul Fuerstenau, who is expert in the business of this type of furniture.  Powin now distributes bedroom furniture under its proprietary brand name, MACO, which conducts business through Powin’s subsidiary, Powin Wooden Product Service, Inc.  This line consists of high-quality, high-value bed frames, chests and night stands constructed of solid alder, which is now being sold by Costco stores.   Sales have been slow, but the product has been well received at the product shows, and now Costco has agreed to feature the furniture in its “road show”, which is an event which takes place in especially sectioned-off areas close to the front of Costco stores.”

23

Plastic Products

The Company also manufactures and distributes plastic products including pontoon boats for both recreational and commercial purposes. Several models of the pontoon boats are produced for Venture Outdoors located in Brigham City, Utah.  The pontoon boats carry up to 350 pounds of combined user and cargo weight and are Coast Guard rated for Class I waters.  Each boat weighs approximately fifty pounds.

Small Electrical Appliances

The Company also manufactures and distributes small electronic appliances made to the specifications of the inventors and customers.

Business Strategies

Powin intends to continue its focus on its existing products as well as to pursue additional opportunities.  Powin has recently spent a great deal of time and focus in expanding into the area of renewable energy through the manufacture of wind turbines.  The Company’s management believes that this can be a good strategic approach since there seem to be many macro trends pointing toward the growth of renewable and clean energy solutions.  In addition, both the Federal government and the State of Oregon have recently enacted several incentives plans to encourage investment into this area.  These incentives, applicable to both Powin and Powin’s customers, are described in more detail below:

Industry Summary

There are several companies within the United States that provide distribution services and the coordination of the manufacturing of products in China. The main competitors for Powin, however, come from the Chinese manufacturers themselves, and customers who decide to go straight to the Chinese manufacturers to get their products made.

The industry within the United States includes several companies that provide worldwide sourcing for American companies.  Powin, along with its U.S.-based competitors handle the logistics of the coordination of the manufacturing of the products from concept to delivery.  Powin also coordinates the shipment of the products to the customer or the customer’s customers.  

Many of these companies offer additional services, such as design improvements and product re-engineering to enhance the products or the customer’s profitability.

The industry can distribute and coordinate the manufacturing of a variety of products from many product materials including metals, plastics, glass or wood.

Competitive Strengths within the Industry

The Company relies heavily on Mr. Lu’s personal expertise and experience in the manufacturing industry and doing business in China. The Company has many ties to China and has cultivated relationships with individuals, plants and companies there for the past twenty years.

Additionally, the Company emphasizes streamlined procedures and continually searches for ways to make the manufacturing process more efficient and profitable for all parties.

An important strength of the Company lies in its relationships with its customers.  Powin relies primarily on word-of mouth referrals from existing customers to generate new clients and new business.  The Company has had to do very little advertising or marketing of its services to date.

24

Growth Strategy

The Company’s main priorities and strategies for future growth include: (i) wind turbines, (ii) truck parts, and (iii) proprietary branding of fitness equipment.

Wind Turbines

A wind turbine is a rotating machine which converts the kinetic energy in wind into mechanical energy.  Wind turbines are designed to exploit the wind energy that exists at a location. Aerodynamic modeling is used to determine the optimum tower height, control systems, number of blades, and blade shape. Wind turbines convert wind energy to electricity for distribution. The turbine can be divided into three components. The rotor component, which is approximately 20% of the wind turbine cost, includes the blades for converting wind energy to low speed rotational energy. The generator component, which is approximately 34% of the wind turbine cost, includes the electrical generator, the control electronics, and most likely a gearbox component for converting the low speed incoming rotation to high speed rotation suitable for generating electricity. Some wind turbines are built with direct drive generators. The structural support component, which is approximately 15% of the wind turbine cost, includes the tower and rotor pointing mechanism.  The remaining 31% of the cost of the wind turbines is due to labor, materials, manufacturing costs and overhead.

Wind turbine systems are increasing in popularity as alternative energy sources in both the United States and China.  The Chinese government specifically has invested significant resources into the development and study of wind turbines.  

Powin has elected to enter the business of manufacturing and distributing “small wind “electric systems and will manufacture them in Oregon.  These systems are one of the most cost-effective home-based and business-based renewable energy systems, and since they are non-polluting, they have gained much favor in terms of the general government effort to promote green, renewable energy.  

Traditionally, wind turbines have been owned and operated almost exclusively by utilities.  These smaller-scale wind turbines are for use in lower wind sites, where residential, farm or small business customers want a reliable source of electricity.  A single generator can produce enough electricity to independently power such customers, and it will also enable them to sell any excess electricity they produce back to their local utility.  

Small wind electric systems essentially consist of turbines with rotors.  Rotors are turbine blades and a hub.  The systems also consist of a tower, which supports the turbine and exposes the rotor to the wind.  There is also an electrical system, which carries the electricity down the tower and to power-conditioning equipment and in many cases, batteries.  

Powin has entered into a letter of intent with Abundant Renewable Energy, to exclusively manufacture its small wind electric systems.

There are several financial incentives, applicable to both Powin and Powin’s customers, are described in more detail below:

For Powin, there is a federal tax credit, in the form of an investment credit, which is 30% of the cost of facilities that manufacture components for the production of renewable energy, which would include the wind turbines and related components that Powin manufactures.  Also for Powin, there is an Oregon tax credit for Renewable Energy Resource Equipment Manufacturing Facilities that is 50% of the costs of facilities used to manufacture wind turbines and related components.  The tax credit is claimed over five years (at the rate of 10% per year).

25

For Powin’s customers, the credits work in similar fashion.  Where there is a business application, the investment credit is 30% of the cost of the wind turbine.  For an Oregon customer, the credit is 50% of the costs of the wind turbine, claimed 10% per year for five years.  Also, for the models that A.R.E. manufactures, the Oregon Energy Trust pays out a grant to an Oregon customer in the amount of $26,000, in addition to the 50% tax credit

Freightliner

Freightliner Trucks has announced that it will begin manufacturing all products in Mexico beginning in 2010. The move to Mexico presents a strategic opportunity for QBF.  Recently, QBF was awarded manufacturing contracts that would significantly increase its business, associated with the expansion of distribution and manufacturing capacity in Mexico.  In conjunction with its move to Mexico, Freightliner Trucks is narrowing its list of suppliers, and QBF is emerging as a major supplier on this list.

Freightliner Trucks, which is a division of Daimler Trucks North America, the largest manufacturer of heavy-duty vehicles in North America.  Daimler Trucks North America designs, builds and markets a wide range of Class 3-8 vehicles including long-haul highway tractors, heavy-duty construction and vocational trucks, mid-range trucks for distribution and service, school and transit buses, fire and emergency service apparatus, and chassis for step vans, school and shuttle buses, and motor homes.  Freightliner Trucks is headquartered in Portland, Oregon, with truck manufacturing facilities located in Portland and throughout the United States and Mexico.

Parts for Freightliner Trucks are also manufactured at Powin’s subsidiary plant in Tualatin, Oregon, which makes for convenient delivery to Freightliner’s plant in Portland, Oregon. QBF, Inc. has been a long-time Freightliner supplier of truck parts, and it engages in other manufacturing activity as well.  QBF has earned the ISO-9000 certification for manufacturing quality.

Recent Developments

On February 4, 2008, the Company entered into a Business Loan Agreement (line of credit) with Sterling Savings Bank in the principal amount of $1,600,000 with an interest rate of five percent per annum.  On August 29, 2008, the maturity date of this Agreement was extended to September 1, 2009.  The maturity date has since been extended to September 1, 2010. This Agreement is personally guaranteed by the Company’s CEO, Joseph Lu.  

On July 8, 2008 the Company’s shareholder approved an agreement with Exact Identification Corporation whereby it was agreed that the Company would merge with and into Exact Identification Corporation.  The Articles of Merger were filed with the State of Nevada on August 21, 2008.  After careful evaluation, Powin decided to enter into the combination with EXACT ID to expand our shareholder base and better position ourselves in the marketplace.  This was a strategic decision for the Company. The Company chose to enter into a business combination with EXACT ID specifically because of the company’s relationship with a business consultant that arranged the merger and facilitated the details as part of the services rendered. Powin had been considering a public transaction for quite some time and, after careful evaluation, the merger with EXACT ID seemed to present the right opportunity at the right time. The Company feels like this was a good decision strategically as the company can gain more exposure through the public market and reach investors and shareholders that otherwise may not have heard about or invested in the Company.   As a result of this transaction, the Company has merged with and into Exact Identification Corporation.  A name change was also filed in connection with the Articles of Merger, and the combined entity is now referred to as “Powin Corporation.”

The Merger between the Company and Exact Identification Corporation on July 8, 2008, increased the authorized capital of Exact to 600,000,000 shares of common voting stock at .001 cent par value, and also effectuated a reverse split of the then-current  outstanding shares of Exact on a one for twenty-five basis, (wherein twenty-five shares of Exact’s  then-current outstanding stock were exchanged for one share of the newly-combined Company’s stock plus warrants as set forth in the “Acquisition Agreement.”.

26

27

Joseph Lu, 55, was born in China.  He received a degree in Chinese Culture from the University of Taipei in Taiwan.  He also received a B.A. degree in Chemical Science. Mr. Lu formed Powin Corporation in 1990 and has served as its President since inception. Prior to founding Powin, Mr. Lu served as the General Manager of the Shunn Feng Ind. Co., Ltd. in Taiwan.  From 1980 to 1986 Mr. Lu was employed as an Environmental Engineer for the Sinotech Engineering Consultant Co. in Taiwan. From 1979 to 1980, Mr. Lu was a quality control inspector for the Shunn Feng. Ind. Co. Ltd. in Taiwan.  Additionally, from 1988 to 1996, Mr. Lu was the President of the Euro Belt Factory Ltd. in Taiwan.  From 1995 to 2006, Mr. Lu was the President of the Qingdao Triple Master Fitness Co., a company that manufactured fitness equipment.  In 2000, Mr. Lu began serving as president of the Qingdao Wei Long Co. Ltd., a company that manufactures outdoor camping cookware.

Xaixiang Fred Liu, 55, was born in China.  He received his B.S. degree in 1982 from Shangdong Industry University.  Since January 2004 he has served as the vice president of Powin in charge of research and development.  He began working with Powin in 1998 as an engineer in charge of pricing, engineering, and coordinating with factories and customers.  Prior to his service with Powin, from 1982 until 1998, Mr. Lu worked at Shandong Machinery I&L Corp. High Might Co. as an exporter, vice manager, and chief economist.

Ty Measom, 46, received his Bachelor of Science degree in Engineering from Utah State University in 1987.  From 1986 to 1990, he was a Lead Engineer for ICON Health and Fitness.  In 1990, Measom founded Camp Chef Outdoor Cooking Products, where he as served as an owner and officer ever since. Camp Chef is located in Logan, Utah.

Ronald Horne, 65, joined Powin Corporation on October 12, 2009 as its Chief Financial Officer. He has 35 years experience in all areas of finance and accounting, cash management, inventory control, risk management, HR management, audit management, forecasting and reporting, with 10 years in SEC reporting and Sarbanes-Oxley compliance. Prior to joining Powin, Mr. Horne served 10 years as the Controller and Vice President of Finance for PML Microbiologicals, Inc. Mr. Horne earned an accounting degree from the University Of Oregon College Of Business in 1965, and completed his B.A. in finance and accounting at the International Accountants School in Chicago, Illinois in 1972.

Jingshuang “Jeanne” Liu, 49, has served as the Operations and General Manager of Powin since 1996.  Her responsibilities include implementing and maintaining the chain of operations, inventory control and production scheduling.  Prior to her employment at Powin, Ms. Liu was the Officer Manager at the Northwest China Council from 1994 to 1996.  She received her Bachelor of Science degree in Geography from Beijing Normal University in 1982.  Subsequently, she received her Master of Science in Geography from the University of Idaho in 1989 and her Master of Business Administration from the University of Idaho in 1991.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.  In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors. Further, we are not a "listed company" under SEC rules and thus we are not required to have a compensation committee or a nominating committee.

We do not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. Our board of directors believes that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.

28

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chief Executive Officer at the address appearing on the face page of this Prospectus.

  Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office or until his successor has been elected and qualified in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. 

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We intent to compensate our Directors for service on our Board of Directors at the rate of 5,000 shares of common stock per quarter. Directors will also be reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

Audit Committee

We do not have an audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in our financial statements at this stage of our development.

Certain Legal Proceedings

No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

  Compliance with Section 16(A) Of the Exchange Act.

Upon the effectiveness of this Registration Statement, Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively.  Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. 

Code of Ethics

The Board of Directors has established a written code of ethics that applies to the Company’s Chief Executive Officer and Chief Financial Officer. A copy of the Code of Ethics is filed as Exhibit 14.1.

29

(1)  The stock awards to Joseph Lu and Zaixiang Liu were issued beginning July 8, 2009 for services rendered on the Board of Directors through the date of issuance . This dollar estimate is based on the per share price listed on the respective shareholders’ Form 1099s for the year 2008.

Subsequent compensation.  On July 10, 2009 Zaixiang Liu was issued 500,000 shares and Jingshang Liu was issued 600,000 shares of common stock, respectively, as part of a one-time incentive to encourage long-term employment.

  Employment Agreements

The Company has formal employment agreements with the majority of its executive officers, which are attached hereto as Exhibits 10.6, 10.7, and 10.8.  

The Employment Agreement for Mr. Joseph Lu, dated June 30, 2009, states that he will serve as the President and Chief Executive Officer of the Company, and that he will report directly to the Board of Directors of the Company.  Mr. Lu’s salary will be paid at an annual rate of $240,000.00, and that in addition to his salary he is eligible to receive a yearly cash bonus based on Company performance.  The employment agreement is intended to last for an indefinite duration until the employee either leaves the company or is terminated for a company violation.  

The Employment Agreement for Mr. Zaixiang Fred Liu , dated June 30, 2009, states that he will serve as the Vice President of the Company in charge of Research and Development.  He will report directly to the CEO and President of the company and will receive an annual salary of $72,000.00, and is eligible to receive a yearly cash bonus based on Company performance.  The employment agreement is intended to last for an indefinite duration until the employee either leaves the company or is terminated for a company violation.  

30

The Employment Agreement for Ms. Jingshuang (Jeanne) Liu, dated June 30, 2009, states that she will serve as the Operations and General Manager of the Company, and that she will report directly to the CEO and President of the Company.  She will receive a salary of $96,000.00 annually, and is eligible to receive a yearly cash bonus based on Company performance.  The employment agreement is intended to last for an indefinite duration until the employee either leaves the company or is terminated for a company violation.  

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. The Directors shall be compensated at the rate of 5,000 shares of common stock per quarter beginning July 1, 2008.

31

32

As far as any position, office, or other material relationship which each selling shareholder has had within the past three years, the list is as follows:  David W. Chambers was the Company’s former CFO and accountant, Zaixiang Fred Liu has been the Vice President and Director, Jingshuang “Jeanne” Liu has been the Operations Manager and General Manager, Danny You Lu was an employee, but is no longer employed by Powin, Judy Lu is an accountant, Peter Lu is a project coordinator, Management Guidance has acted as consultants, David M. Rees, Chase Chandler, Callie Jones and Vincent & Rees, L.C. have all been legal counsel for Powin.  The Joseph Lu Living Trust has been set up for Josephs’ shares.  Joseph is the President of the company.  The Mei Yi Lu Living Trust has been set up for Me Yi Lu’s shares.  Me Yi Lu is Joseph Lu ’s wife.

Additionally, we have continuing relationships with the following individuals and in the following manners:  Zaixiang Fred Liu, Jingshuang “Jeanne” Liu, Judy Lu and Peter Lu are all employees of the company.  Danny Lu is a former employee of the company. Chase Chandler, Callie Jones, David M. Rees and Vincent & Rees, L.C. are legal counsel for the company.  Finally, Management Guidance has provided consulting services for the company.

The percentages below are calculated based on 160,585,871 shares of our common stock issued and outstanding.

(1)

Management Guidance’s natural person who exercises the sole power for the shares is John A. Nord

(2)

 The Joseph Lu Living Trust’s natural person who exercises the sole power for the shares is Huan Lin Lu

(3)

The Mei Yi Lu Living Trust’s natural person who exercises the sole power for the shares is Li Ming Liu

(4)

Vincent & Rees, L.C.’s natural person who exercises the sole power for the shares is David M. Rees

33

(5)

These new recipients of shares received the shares from David W. Chambers in private transactions. None of the new recipients are broker-dealers or affiliates of broker-dealers and none of the new recipients have held positions within Powin within the past three years.

(6)

Ms. Demmons is a member of our legal team and received these shares as part of the fee arrangement we have with our legal counsel Vincent & Rees, L.C.

Shares of Common Stock and Classes of Warrants Offered for Resale

There has been no market for our securities.  Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to be eligible for trading on the Over the Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application.   The selling security holder will be offering the shares of common stock being covered by this prospectus at a fixed price of $0.10 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.10 has been determined arbitrarily .

Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling security holders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods: (a) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (b) privately negotiated transactions; (c) market sales (both long and short to the extent permitted under the federal securities laws); (d) at the market to or through market makers or into an existing market for the shares; (e) through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and (f) a combination of any of the aforementioned methods of sale.

In the event of the transfer by any of the selling security holders of its common shares to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling security holder who has transferred his, her or its shares.

In effecting sales, brokers and dealers engaged by the selling security holders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling security holder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from a purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling security holder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfill the broker-dealer commitment to the selling security holder if such broker-dealer is unable to sell the shares on behalf of the selling security holder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above.

Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.

34

35

36

37

·

ordinary brokerage transactions and transactions in which the broker-dealer solicits Investors;

·

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·

an exchange distribution in accordance with the rules of the applicable exchange;

·

privately negotiated transactions;

·

to cover short sales made after the date that this prospectus is declared effective by the Commission;

·

broker-dealers may agree with the Selling Security Holders to sell a specified number of such shares at a stipulated price per share;

·

a combination of any such methods of sale; and

·

any other method permitted pursuant to applicable law.

The Selling Security Holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Security Holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Security Holders, or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser, in amounts to be negotiated. The Selling Security Holders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The Selling Security Holders may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of our common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus.

Upon our being notified in writing by a Selling Security Holder that any material arrangement has been entered into with a broker-dealer for the sale of our common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Security Holder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of our common stock were sold, (iv)the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon our being notified in writing by a Selling Security Holder that a donee or pledgee intends to sell more than 500 shares of our common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The Selling Security Holders also may transfer the shares of our common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Security Holders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the Selling Security Holder and/or the purchasers. Each Selling Security Holder has represented and warranted to us that it acquired the securities subject to this prospectus in the ordinary course of such Selling Security Holder’s business and, at the time of its purchase of such securities such Selling Security Holder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

38

39

40

POWIN CORPORATION

CONSOLIDATED BALANCE SHEETS

As of September 30, 2009 (Unaudited) and December 31, 2008 (Audited)

The Accompanying Notes Are an Integral Part of These Financial Statements

41

POWIN CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the nine months ended September 30, 2009 and 2008

The Accompanying Notes Are an Integral Part of These Financial Statements\

42

POWIN CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY

The Accompanying Notes Are an Integral Part of These Financial Statements

43

POWIN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2009 and 2008

The Accompanying Notes Are an Integral Part of These Financial Statements

44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Powin Corporation (the "Company") is works with various manufactures in China that manufactures a variety of products for distribution in the United States of America.  The Company’s client base includes distributors in the transportation, medical, sports, camping, fitness, packaging and furniture industries.  Operations outside the United States of America are subject to risks inherent in operating under different legal systems and various political and economic environments.  Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange. Net assets of foreign operations accounted for less than 1 percent of total net assets in 2008 and 2007.

In April 2006 the Company purchased the equipment of Quality Bending and Fabrication, LLC (QBF) in exchange for $1,500,750 in cash.  The acquisition of QBF was made to expand the Company’s operations and diversify in its industrial base and future growth.

In October 2007 the Company purchased the equipment of Maco Wood products, Inc. in exchange for $11,200 in cash.  The acquisition of Maco Wood Products was made to expand the Company’s operations and increase its future industrial base and future growth.  Assets obtained from this acquisition are being used by the Company’s wholly-owned subsidiary, Powin Wooden Product Service, Inc.

On July 8, 2008 the Company’s stockholder approved an agreement to merge the Company into Exact Identification Corporation as previously discussed above under Merger .  The Company sold all its assets and liabilities, and all its outstanding shares of stock for 150,000,000 shares of Exact’s $0.001 par value investment common stock.  The Articles of Merger were filed with the State of Nevada on August 21, 2008.  A name change was filed in connection with the merger.  The combined entity is now referred to as Powin Corporation.  Due to the consummation, the Company is no longer an S-Corporation; therefore the company’s future earnings will be subject to Federal income tax. For accounting purposes, Powin Corporation is the acquiring entity.  The historical financial statements prior to December 31, 2008 are those of Powin Corporation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Powin Corporation and its wholly-owned subsidiaries, Quality Bending and Fabrication, LLC (QBF) and Powin Wooden Product Service, Inc.  All intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.  At September 30, 2009 and 2008, respectively, the Company had no cash equivalents.

Trade Accounts Receivable

Trade accounts receivable are carried at their estimated collectible amounts.  Trade credit is generally extended on a short-term basis; thus, trade accounts receivable do not bear interest.  Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.  Balances outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable.  The Company’s trade accounts receivable at September 30, 2009 is down nine percent from the year-ended December 31, 2008 or approximately $700,000, mainly due to sales being down three percent or approximately $800,000 from the

45

same nine-months period ended September 30, 2008.  The impact of sales on trade accounts receivable is discussed further under Business Segment Reporting

Inventories

Inventory consists of parts and equipment including electronic parts and components, furniture, rubber products, plastic products and exercise equipment and is valued at the lower of cost (first-in, first-out method) or market.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation and amortization.  For financial reporting and income tax purposes, the costs of property and equipment are depreciated and amortized over the estimated useful lives of the assets, ranging from three to seven years, using principally the straight-line method for financial reporting purposes and an accelerated method for income tax purposes.  Costs associated with repair and maintenance of property and equipment are expensed as incurred.  Changes in circumstances, such as technological advances, changes to the Company’s business model or capital strategy could result in actual useful lives differing from the Company’s estimates.  In those cases where the Company determines that the useful life of property and equipment should be shortened, the Company would depreciate the asset over its revised remaining useful life thereby increasing depreciation expense.

Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. Most of the Company’s products are imported from China and shipped direct to the customer ether FOB Port of Origin or FOB Shipping Destination U.S.  If the product is shipped FOB Port of Origin revenue is recognized at time of delivery to the China shipping doc, the proper bills-of-lading have been signed by the customer’s agent and delivered to the Company’s representative in China, only the n does the Company consider the order complete and ownership has passed to the customer and revenue is recognized .  Product shipped FOB Shipping Destination U.S., revenue is recognized when product is off-loaded at the U.S. Port of Entry and delivered to the customer, all delivery documents have been signed by the receiving customer, the order is considered complete and ownership has passed to the customer and revenue is recognized .   P roduct shipped directly to the Company’s warehouse or manufactured by the Company in the U.S. then shipped to the customer, revenue is recognized at time of shipment as it is determined that ownership has passed to the customer at shipment and revenue is recognized .   The Company considers the terms of each arrangement to determine the appropriate accounting treatment.  Amounts billed to customers for freight and shipping is classified as revenue.

For orders placed by a customer needing customized manufacturing , the Company requires the customer to issue its signed Purchase Order with documentation identifying the specifics of the product to be manufactured.  Revenue is recognized on customized manufactured product at completion and shipment of the product.  If the customer cancels the Purchase Order after the manufacturing process have begun the Company invoices the customer for any manufacturing costs incurred and revenue is recognized.  Orders canceled after shipment is fully invoiced to the customer and revenue is recognized.

Cost of Goods Sold

Cost of goods sold includes cost of inventory sold during the period, net of discounts and allowances, freight and shipping costs, warranty and rework costs, and sales tax.

46

Advertising

The Company expenses the cost of advertising as incurred.  As of September 30, 2009 and 2008, the amount charged to advertising expense was $84,545 and $9,320, respectively.

Income Taxes

Prior to July 8, 2008, the Company had elected under the Internal Revenue Code to be an S Corporation.  In lieu of corporation income taxes, the stockholder of an S Corporation is taxed on his proportionate share of the Company’s taxable income.  Due to the merger on July 8, 2008, the Company is now subject to Federal income tax.  

Use of Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses.  Management of the Company has made certain estimates and assumptions regarding the market value of various items of inventories, the carrying amount of investments, and the collectability of accounts receivable.  Such estimates and assumptions primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, upon settlement, actual results may differ from estimated amounts.

Earnings Per Share

Basic earnings per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted earnings per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period.  

Earnings per share at September 30, 2009 and 2008 is as follows.

47

Fair value of Financial Instruments

The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company’s financial statements.

ASC 820 also describes three levels of inputs that may be used to measure fair value:

l

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets

l

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

l

Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Financial instruments consist principally of cash, prepaid expenses, accounts payable, and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

Common Stock

The Company uses the fair value recognition provision of ASC 718, “Compensation-Stock Compensation,” which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments. The Company uses the Black-Scholes option pricing model to calculate the fair value of any equity instruments on the grant date.

The Company also uses the provisions of ASC 505-50, “ Equity Based Payments to Non-Employees, ” to account for stock-based compensation awards issued to non-employees for services. Such awards for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50.

48

NOTE 2:  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued ASC 105 Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles . The FASB Accounting Standards Codification TM (the “Codification”) has become the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). All existing accounting standard documents are superseded by the Codification and any accounting literature not included in the Codification will not be authoritative. Rules and interpretive releases of the SEC issued under the authority of federal securities laws, however, will continue to be the source of authoritative generally accepted accounting principles for SEC registrants. Effective September 30, 2009, all references made to GAAP in our consolidated financial statements will include references to the new Codification. The Codification does not change or alter existing GAAP and, therefore, will not have an impact on our financial position, results of operations or cash flows.

In June 2009, the FASB issued changes to the consolidation guidance applicable to a variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE, and is, therefore, required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. The qualitative analysis will include, among other things, consideration of who has the power to direct the activities of the entity that most significantly impact the entity's economic performance and who has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is effective as of the beginning of interim and annual reporting periods that begin after November 15, 2009. This will not have an impact on the Company’s financial position, results of operations or cash flows.

In June 2009, the FASB issued Financial Accounting Standards Codification No. 860 - Transfers and Servicing. FASB ASC No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. FASB ASC No. 860 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 860 will have on its financial statements.

  NOTE 3:  CONCENTRATIONS OF CREDIT RISK

As of September 30, 2009, three customers accounted for 76 percent of the Company’s trade receivables (88 percent in 2008).  Trade accounts receivable past due over 90 days at September 30, 2009 and 2008 were $661,880 and $832,118 respectively.  Management does not normally require collateral for trade accounts receivable.

In 2009 the Company purchased a substantial portion of its supplies and raw materials from three suppliers which accounted for approximately 83 percent of total purchases (four vendors accounted for 88 percent in 2008).  Further, in 2009 the Company has been required to make deposit payments to vendors for products being imported from Europe, at September 30, 2009 deposits made is $369,409.

The Company places its cash with high credit quality financial institutions but retains a certain amount of exposure as cash is held primarily with one financial institution and deposits are only insured to the Federal Deposit Insurance Corporation limit of $250,000.  The Company also maintains cash balances in money market funds.  

49

The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits.  The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.

NOTE 4:  INVENTORIES

Inventories consist of the following at September 30 and December 31, 2008 :

NOTE 5:  PROPERTY AND EQUIPMENT

Property and equipment consist of the following at September 30 and December 31, 2008 :