<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

     [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended SEPTEMBER 30, 2003

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from     to

     Commission file number 0001-31682

                       REDLINE PERFORMANCE PRODUCTS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as Specified in its charter)

           MINNESOTA                                       36-4335356
-------------------------------                ---------------------------------
(State or Other Jurisdiction of                (IRS Employer Identification No.)
 Incorporation or Organization)

2510 COMMERCE WAY, VISTA, CALIFORNIA                          92081
---------------------------------------        ---------------------------------
(Address of Principal Executive Offices)                   (Zip Code)

                                 (760) 599-1003
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

                                       N/A
--------------------------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                               since last report)

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

4,903,473 shares of Common Stock outstanding, as of November 12, 2003.

Transitional Small Business Disclosure Format (Check one):  Yes [ ] No [X]

<PAGE>

                       REDLINE PERFORMANCE PRODUCTS, INC.

                          FORM 10-QSB QUARTERLY REPORT
                 FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2003

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            PAGE
                                                                                                            ----

                                         PART I - FINANCIAL INFORMATION

<S>                                                                                                         <C>
Item 1.    Financial Statements...........................................................................    3
             Balance Sheets at March 31, 2003 (audited) and
                September 30, 2003 (unaudited)............................................................    3
             Statement of Operations for the three months and six months ended
                September 30, 2002 and 2003 and for the period from inception (December 22, 1999)
                to September 30, 2003 (unaudited).........................................................    5
             Statements of Cash Flows for the six months ended September 30, 2002 and 2003
                and for the period from inception (December 22, 1999)
                to September 30, 2003 (unaudited).........................................................    6
             Notes to Financial Statements (unaudited)....................................................    8
Item 2.    Management's Discussion and Analysis or Plan of Operation......................................   13
Item 3.    Controls and Procedures........................................................................   17

                                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings..............................................................................   19
Item 2.    Changes in Securities..........................................................................   19
Item 3.    Defaults Upon Senior Securities................................................................   20
Item 4.    Submission of Matters to a Vote of Security Holders............................................   20
Item 5.    Other Information..............................................................................   20
Item 6.    Exhibits and Reports on Form 8-K...............................................................   21
           (a)    Exhibits................................................................................   21
           (b)    Reports on Form 8-K.....................................................................   22
</TABLE>

SIGNATURES

EXHIBITS

                                       -2-
<PAGE>

                       REDLINE PERFORMANCE PRODUCTS, INC.

                          FORM 10-QSB QUARTERLY REPORT
                 FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2003

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                       REDLINE PERFORMANCE PRODUCTS, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                               March 31, 2003      September 30, 2003
                                                 (Audited)            (Unaudited)
                                                 ---------            -----------
<S>                                            <C>                 <C>
                  Assets
Current Assets
  Cash                                         $       37,305        $    2,531,738
  Restricted cash                                          --                65,530
  Inventories, net                                    393,720             1,244,301
  Prepaid expenses and other current assets             9,158               139,511
                                               --------------        --------------
      Total Current Assets                            440,183             3,981,080
                                               --------------        --------------
Property and Equipment, net                           694,545               911,445
                                               --------------        --------------

Other Assets
  Intangible assets, net                               63,429                73,539
  Debt issuance costs, net                            233,874                    --
  Security deposits                                    25,300                25,550
  Deferred stock offering costs                       367,455                    --
                                               --------------        --------------
      Total Other Assets                              690,058                99,089
                                               --------------        --------------
         Total Assets                          $    1,824,786        $    4,991,614
                                               ==============        ==============
</TABLE>

                 See accompanying notes to financial statements.

                                      -3-
<PAGE>

                       REDLINE PERFORMANCE PRODUCTS, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                   March 31, 2003     September 30, 2003
                                                                                      (Audited)          (Unaudited)
                                                                                      ---------           ----------
<S>                                                                                <C>                <C>
                    Liabilities and Shareholders' Equity (deficit)

Current Liabilities
    Lines of credit - bank                                                         $       99,242       $       78,513
    Current maturities of long-term debt and subordinated convertible notes
      payable, net of original issue discount                                           2,207,204               50,000
    Current maturities of capital lease obligations                                            --               29,121
    Mandatory redeemable preferred stock, 20,002 and 0 Series A convertible
      preferred shares                                                                     90,000                   --
    Due to shareholders                                                                   111,636                   --
    Accounts payable                                                                      912,073              733,571
    Accrued payroll and related expenses                                                  194,182               81,847
    Accrued expenses                                                                       22,000               98,177
    Accrued interest                                                                      287,463                4,014
                                                                                   --------------       --------------

      Total Current Liabilities                                                         3,923,800            1,075,243
                                                                                   --------------       --------------

Long-Term Liabilities
    Deferred rent obligation                                                               22,227               16,089
    Long-term debt and subordinated convertible notes payables, net                        14,178                   --
    Capital lease obligation, net of current portion                                           --               80,807
                                                                                   --------------       --------------

      Total Liabilities                                                                 3,960,205            1,172,139
                                                                                   --------------       --------------

Shareholders' Equity (Deficit)
    Capital stock, 50,000,000 $0.01 par value shares authorized
     Series A convertible preferred stock, $0.01 par value, $4,830,893
      liquidation preference at March 31, 2003, 1,700,000 shares authorized,
      1,288,238 and 0 shares issued and outstanding                                        12,883                   --
    Common stock, $0.01 par value, 48,300,000 shares authorized, 1,091,560
      and 4,903,473 shares issued and outstanding                                          10,915               49,035
    Additional paid-in capital                                                          5,208,929           14,533,077
    Common stock warrants                                                               3,156,896            3,259,996
    Unearned compensation                                                                 (18,560)             (18,560)
    Deficit accumulated during the development stage                                  (10,506,482)         (14,004,073)
                                                                                   --------------       --------------

      Total Shareholders' Equity (Deficit)                                             (2,135,419)           3,819,475
                                                                                   --------------       --------------

      Total Liabilities and Shareholders' Equity                                   $    1,824,786       $    4,991,614
                                                                                   ==============       ==============
</TABLE>

                 See accompanying notes to financial statements.

                                      -4-
<PAGE>

                       REDLINE PERFORMANCE PRODUCTS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                       Period from
                                                                                                     December 22, 1999
                                      For the three months ended       For the six months ended       (inception) to
                                             September 30,                   September 30,             September 30,

                                         2002            2003           2002             2003              2003
                                         ----            ----           ----             ----              ----
<S>                                  <C>             <C>             <C>             <C>             <C>
Revenues                             $         --    $         --    $         --    $         --      $         --
                                     ------------    ------------    ------------    ------------      ------------

Operating Expenses
    Selling, general and
      administrative                      272,317         929,221         567,917       1,498,793         5,310,390
    Research and development               64,922         304,279         175,745         516,090         3,590,821
                                     ------------    ------------    ------------    ------------      ------------

      Total Operating Expenses            337,239       1,233,500         743,662       2,014,883         8,901,211
                                     ------------    ------------    ------------    ------------      ------------

        Loss from Operations             (337,239)     (1,233,500)       (743,662)     (2,014,883)       (8,901,211)
                                     ------------    ------------    ------------    ------------      ------------

Other Income (Expense)
    Interest expense                     (262,743)         (3,564)       (506,084)     (1,528,736)       (4,593,014)
    Interest income                             3           8,581               3          13,304            24,188
    Other Income                              904              --           1,607          32,724            46,935
                                     ------------    ------------    ------------    ------------      ------------

        Net Other Expense                (261,836)          5,017        (504,474)     (1,482,708)       (4,521,891)
                                     ------------    ------------    ------------    ------------      ------------

Net Loss                                 (599,075)     (1,228,483)     (1,248,136)     (3,497,591)      (13,423,102)

    Preferred stock dividends             (23,341)             --         (23,341)             --          (359,279)
                                     ------------    ------------    ------------    ------------      ------------

Loss Attributable to Common
 Shareholders                        $   (622,416)   $ (1,228,483)   $ (1,271,477)   $ (3,497,591)     $(13,782,381)
                                     ============    ============    ============    ============      ============
Loss per Common Share - Basic and
 Diluted                             $      (0.44)   $      (0.25)   $      (0.90)   $      (0.94)     $      (8.63)
                                     ============    ============    ============    ============      ============

Weighted Average Common Shares
    Outstanding -Basic and Diluted      1,411,575       4,826,604       1,413,777       3,732,229         1,597,584
                                     ============    ============    ============    ============      ============
</TABLE>

                 See accompanying notes to financial statements.

                                      -5-
<PAGE>

                       REDLINE PERFORMANCE PRODUCTS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                       Period from
                                                                                                       December 22,
                                                                                                     1999 (inception)
                                                                  For the six months ended                  to
                                                                       September 30,                   September 30,
                                                                  2002               2003                  2003
                                                                  ----               ----                  ----
<S>                                                          <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                   $  (1,248,136)      $  (3,497,591)       $  (13,423,102)
  Adjustments to reconcile net loss to net cash  flows
     from operating activities
        Depreciation and amortization                               78,764             287,856               685,643
        Amortization of original issue discount                    481,162           1,202,957             3,345,624
        Warrants issued for services                                18,000              54,000                74,000
        Deferred rent increase (decrease)                           (6,198)             (6,138)               16,089
        Common stock issued for services                                --                  --                62,500
        Gain on sale of property and equipment                          --                  --                (6,805)
        Forgiveness of notes payable                                    --             (30,731)              (30,731)
        Changes in operating assets and liabilities
          Inventories, net                                        (105,780)           (850,581)           (1,244,301)
          Prepaid expenses and other current assets                (15,264)           (130,353)              (58,253)
          Security deposits                                             --                (250)              (25,550)
          Accounts payable                                         281,102            (178,502)            1,304,213
          Accrued expenses                                         132,143            (319,607)              184,038
                                                             -------------       -------------        --------------
        Net Cash Flows from Operating Activities
                                                                  (384,207)         (3,468,940)           (9,116,635)
                                                             -------------       -------------        --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of property and equipment                      18,500                  --                18,500
  Purchases of property and equipment                                   --            (151,654)           (1,059,803)
  Increase in restricted cash                                           --             (65,530)              (65,530)
  Payments for intangible assets                                        --             (11,011)              (91,312)
                                                             -------------       -------------        --------------

        Net Cash Flows from Investing Activities                    18,500            (228,195)           (1,198,145)
                                                             -------------       -------------        --------------
</TABLE>

                 See accompanying notes to financial statements.

                                      -6-
<PAGE>


                       REDLINE PERFORMANCE PRODUCTS, INC.
                         (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                   (Continued)

<TABLE>
<CAPTION>
                                                                                            Period from
                                                                                            December 22,
                                                                                          1999 (inception)
                                                             For the six months ended           to
                                                                  September 30,            September 30,
                                                             2002             2003             2003
                                                             ----             ----             ----
<S>                                                        <C>            <C>             <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from shareholders                                  11,661          (111,636)             --
  Lines of credit -- bank advances, net                       46,625           (20,729)         29,013
  Payments on long-term debt                                      --        (3,442,207)     (3,868,481)
  Payments for deferred stock offering costs                      --          (253,499)       (620,954)
  Payment of debt issuance costs                                  --                --        (198,426)
  Proceeds from issuance of common stock in connection
     with initial public offering, net of issuance costs          --        10,019,539      10,019,539
  Proceeds from exercise of common stock warrants             90,000               100          90,400
  Proceeds from sale of Series A convertible preferred
     stock                                                   146,928                --       3,036,127
  Proceeds from long-term debt issued with Warrants           80,582                --       4,359,300
                                                           ---------      ------------    ------------

       Net Cash Flows from Financing Activities              375,796         6,191,568      12,846,518

       Net Change in Cash                                     10,089         2,494,433       2,531,738
  Cash -- Beginning of Period                                  2,138            37,305              --
                                                           ---------      ------------    ------------

  Cash -- End of Period                                    $  12,227      $  2,531,738    $  2,531,738
                                                           ---------      ------------    ------------
</TABLE>

                 See accompanying notes to financial statements.

                                      -7-
<PAGE>

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

          The accompanying unaudited financial statements have been prepared in
          accordance with accounting principles generally accepted in the United
          States for interim financial statements and the instructions to Form
          10-QSB and Item 310(b) of Regulation S-B. They do not include all of
          the information and footnotes required by accounting principles
          generally accepted in the United States for complete financial
          statements.

          Operating results for the three and six months ended September 30,
          2003 are not necessarily indicative of the results that may be
          expected for the fiscal year ending March 31, 2004. These financial
          statements should be read in conjunction with the financial statements
          and footnotes thereto included in the Company's Annual Report on Form
          10-KSB for the year ended March 31, 2003, previously filed with the
          Securities and Exchange Commission.

          In the opinion of management, such statements reflect all adjustments
          (which include only normal recurring adjustments) necessary for a fair
          presentation of the financial position, results of operations, and
          cash flows for the periods presented. Preparation of the Company's
          financial statements requires management to make estimates and
          assumptions that affect reported amounts of assets and liabilities and
          related revenues and expenses. Actual results could differ from those
          estimates. The financial statements are presented on the accrual
          basis.

     INVENTORIES

          Inventories consist of raw materials and parts to be used for internal
          research and development and are recorded at the lower of cost
          (first-in, first-out) or market. The Company has established an
          obsolescence reserve of $75,000 at both March 31, 2003 and September
          30, 2003. This reserve is management's best estimate and could change
          in subsequent periods.

     RESEARCH AND DEVELOPMENT COSTS

          The Company expenses research and development costs as incurred.
          Assets that are acquired for research and development activities and
          which have alternative future uses in addition to the current use are
          included in equipment and depreciated over the assets' estimated
          useful lives.

     INCOME TAXES

          The Company utilizes the liability method of accounting for income
          taxes. Under this method, deferred tax assets and liabilities are
          recognized for the expected future tax consequences attributable to
          temporary differences between the financial statement and income tax
          reporting bases of assets and liabilities. Deferred tax assets are
          reduced by a valuation allowance to the extent that realization is not
          assured.

     STOCK-BASED COMPENSATION

          In accordance with Accounting Principles Board (APB) Opinion No. 25
          "Accounting for Stock Issued to Employees" and related
          interpretations, the Company uses the intrinsic value-based method for
          measuring stock-based compensation cost which measures compensation
          cost as the excess, if any, of the estimated fair value of the
          Company's common stock at the grant date over the amount the employee
          must pay for the stock. The Company's policy is to grant stock options
          at fair value at the date of grant. Required pro forma disclosures of
          compensation expense determined under the fair value method of
          Statement of Financial Accounting Standards (SFAS) No. 123,
          "Accounting for Stock-Based Compensation," is presented below. Options
          and warrants issued to non-employees are recorded at fair value, as
          required by SFAS No. 123, using the Black Scholes pricing model.

                                      -8-
<PAGE>

          The Company applies APB No. 25 and related interpretations in
          accounting for its Plan. Had compensation costs for the Company's
          stock options been determined based on the fair value at the grant
          dates consistent with the method of SFAS No. 123, the Company's net
          loss, net loss attributable to common shareholders and loss per common
          share would have been changed to the pro forma amounts indicated
          below:

<TABLE>
<CAPTION>
                                                                                                     Period from
                                                                                                  December 22, 1999
                                    For the three months ended    For the six months ended         (inception) to
                                            September 30,                September 30,              September 30,
                                       2002           2003            2002            2003              2003
                                       ----           ----            ----            ----              ----
<S>                                 <C>           <C>             <C>             <C>             <C>
Pro forma net loss                  $ (605,670)   $ (1,279,843)   $ (1,261,708)   $ (3,618,339)     $(13,684,975)

Pro forma loss attributable to
    common shareholders             $ (629,011)   $ (1,279,843)   $ (1,285,049)   $ (3,618,339)     $(14,044,254)

Pro forma loss per common share -
    basic and diluted               $    (0.43)   $      (0.27)   $      (0.89)   $      (0.97)     $      (8.57)

Pro forma loss attributable to
    common shareholders -           $    (0.45)   $      (0.27)   $      (0.91)   $      (0.97)     $      (8.79)
    basic and diluted

Stock Based Compensation
    As reported                     $        -    $          -    $          -    $          -      $          -
    Pro forma                       $    6,595    $     51,360    $     13,572    $    120,748      $    261,873
</TABLE>

          The estimated fair value of each option grant is estimated on the date
          of grant using the Black Scholes pricing model with the following
          weighted-average assumptions used for options granted during the six
          months ended September 30, 2002 and 2003: dividend yield of 0% and 0%;
          expected volatility of 0% and 13.95%, risk-free interest rates of
          3.63% and 3.89%; and expected lives of ten years each, respectively.

     NET LOSS PER COMMON SHARE

          Basic loss attributable to common shareholders is computed by dividing
          the loss attributable to common shareholders by the weighted average
          number of common shares outstanding for the reporting period. Diluted
          loss attributable to common shareholders is computed by dividing loss
          attributable to common shareholders by the sum of the weighted average
          number of common shares outstanding plus all additional common stock
          that would have been outstanding if potentially dilutive common shares
          related to common share equivalents (stock options, stock warrants,
          convertible preferred shares, and issued but not outstanding
          restricted stock) had been issued. Dilutive common equivalent shares
          of 2,736,844 and 2,179,636 at September 30, 2002 and 2003,
          respectively, have not been included in the computation of diluted
          loss attributable to common shareholders for all periods presented
          because their inclusion would be anti-dilutive.

NOTE 2 - DEVELOPMENT STAGE COMPANY

          The Company is a development stage company that has not yet generated
          revenues and has incurred net losses since inception totaling
          approximately $13,423,000. At March 31, 2003 and September 30, 2003,
          the Company had working capital (deficit) of $(3,483,617) and
          $2,905,837, respectively.

                                      -9-
<PAGE>

          In May 2003, the Company completed a public offering of 2,222,224
          shares of its common stock at a price of $4.50 per share (IPO) with
          gross proceeds of $10,000,008 (see Note 5). The Company believes,
          based on the proceeds received in the IPO, the Company has sufficient
          capital to transition to production but will require additional
          capital to meet its capital requirements for the next 12 months. The
          Company's activities will be subject to risks which may include delays
          in the engineering and manufacturing of snowmobiles, cost overruns due
          to price and cost increases in parts and services and delays in
          recruiting dealers. The Company will require additional financing in
          the future and the Company will need that financing during the next 12
          months. The Company can give no assurance that future financing will
          be available, or that financing will be on terms satisfactory to the
          Company.

          Management believes the Company will commence active manufacturing and
          marketing operations during the year ending March 31, 2004 and will
          emerge from the development stage.

NOTE 3 - LINES OF CREDIT - BANK AND CAPITAL LEASE OBLIGATION

          The Company entered into a $30,000 note payable with Venture Bank in
          May 2003. The note is due in December 2003 and bears interest at
          8.50%. The note is guaranteed by an officer of the Company. As of
          September 30, 2003, the outstanding balance on the note was $29,646.

          In June 2003, the Company entered into a capital lease agreement for
          equipment. The amount of the lease was $46,359 and bears an interest
          rate of 6.75% with monthly payments of $915 for 60 months. The current
          portion of this lease at September 30, 2003 was $8,186 and the
          long-term portion was $36,312.

          In August 2003, the Company entered into a capital lease agreement for
          equipment. The maximum amount of the lease may be up to $150,000 which
          is secured by a certificate of deposit equal to that amount. The first
          sublease in August 2003 was $71,968. The balance outstanding as of
          September 30, 2003 was $65,530 and bears an interest rate of 14% with
          monthly payments of $2,412 for 36 months. The current portion of the
          lease at September 30, 2003 was $20,934 and the long-term portion was
          $44,595.

NOTE 4 - REPAYMENT OF DEBT, INCLUDING ORIGINAL ISSUE DISCOUNT AND INTEREST
EXPENSE

          During the three months ended September 30, 2003, the Company did not
          pay off any debt with proceeds from the IPO. During the six months
          ended September 30, 2003, the Company paid off approximately
          $3,860,000 of debt with the proceeds from the IPO, including the
          expensing of original issue discount of approximately $1,203,000. This
          repayment of debt included approximately $464,000 of related party
          debt and accrued interest paid to officers and directors of the
          Company. The Company expensed the remaining debt issuance costs of
          $233,874 as of September 30, 2003. Interest expense for the three
          months ended September 30, 2002 and 2003 was $262,743 and $3,564,
          respectively.

NOTE 5 - SHAREHOLDERS' EQUITY

          On May 21, 2003, the Company closed on an initial public offering of
          2,222,224 shares of common stock at $4.50 per share. Gross proceeds
          from the offering were $10,000,008. After deducting underwriter's
          discounts, fees and expenses totaling $1,840,954, the net proceeds
          were $8,159,054. The Company's common stock commenced trading on The
          American Stock Exchange on May 16, 2003 under the symbol "RED".

                                      -10-
<PAGE>

          In conjunction with the IPO, 1,268,236 shares of Series A Convertible
          Preferred Stock automatically converted on a one-to-one basis to
          common stock upon the closing of the IPO.

          In July 2003, the Company sold an additional 321,453 shares as a
          result of the underwriter exercising its option to purchase shares to
          cover over-allotments. The exercise of the over-allotment option at
          $4.50 per share resulted in gross proceeds to the Company of
          $1,446,539 and net proceeds, after deducting underwriter's discounts,
          fees and expenses totaling $180,583, of $1,265,956.

NOTE 6 - RELATED PARTY TRANSACTIONS

          The Company had unsecured notes payable, due on demand, with
          shareholders of the Company for costs incurred in the start-up of the
          Company. The balances at March 31, 2003 and September 30, 2003 were
          $111,636 and $0, respectively and were non-interest bearing. These
          notes were paid in full out of the proceeds of the IPO.

          Accounts payable at March 31, 2003 and September 30, 2003 included
          $56,956 and $0, respectively, of credit card liabilities which were
          guaranteed by two of the Company's officers. These credit cards were
          used by the Company for its operations and were paid in full out of
          the proceeds of the IPO.

                                      -11-
<PAGE>

NOTE 7 - SUPPLEMENTAL CASH FLOWS INFORMATION

<TABLE>
<CAPTION>
                                                                                        Period from
                                                                                        December 22,
                                                                                      1999 (inception)
                                                          For the six months ended           to
                                                               September 30,            September 30,
                                                           2002          2003              2003
                                                           ----          ----              ----
<S>                                                       <C>         <C>             <C>
Cash paid for interest                                    $    --     $    324,354      $   863,909

Noncash investing and financing transactions:

   Conversion of accounts payable into notes payable      $    --     $         --      $   397,390
   Conversion of notes payable into Series A
       Convertible Preferred Stock                             --               --        1,325,800
   Issuance of warrants for extension of long-term debt        --               --          728,000
   Conversion of Series A mandatory redeemable
       preferred stock                                         --          (90,000)              --
   Warrants issued in connection with settlement of
       accounts payable                                        --               --               --
   Common stock issued for settlement of accounts
       payable                                                 --               --           83,252
   Cancellation of common stock                                --               --            9,020
   Assumption of line of credit - bank in
       consideration for cancellation of a portion of
       the TMAG note payable                                   --               --           49,500
   Assumption of a bank note payable in consideration
       for cancellation of a portion of the TMAG note
       payable                                                 --               --           65,227
   Issuance of restricted common stock to its founders         --               --          375,000
   Issuance of debt for TMAG assets                            --               --          341,727
   Conversion of Series A Convertible Preferred Stock
       into Common Stock                                       --        4,645,793        4,645,793
   Property and Equipment Acquired through Capital
       Lease Obligation                                        --          118,327          118,327
</TABLE>

                                      -12-
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for certain forward-looking statements. This Quarterly Report on Form 10-QSB
(this "report" or this "Form 10-QSB") contains forward-looking statements. These
statements involve risks, uncertainties and other factors that may cause our, or
our industry's, actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology such as "may," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "proposed," "continue" or the
negative of these terms or other comparable terminology.

     Forward-looking statements are estimates and projections reflecting our
judgment and involve a number of risks and uncertainties that could cause actual
results to differ materially from those suggested by the forward-looking
statements. Although we believe the forward-looking statements made in this
report are reasonable, our expectations may prove to be incorrect. We caution
you not to place undue reliance on these forward-looking statements, which
reflect our management's view only as of the date of this report. Important
factors that could cause our actual results to differ materially from estimates
or projections contained in the forward-looking statements include obtaining
high quality parts in a timely and cost-effective manner, the timely
commencement of snowmobile assembly by our assembly partner, the overall quality
and performance of our snowmobiles, the number of dealers we engage, the number
of purchase orders we receive from those dealers, and other factors described in
our Annual Report on Form 10-KSB for the fiscal year ended March 31, 2003, and
other documents, filed with the Securities and Exchange Commission. We are not
obligated to update these statements or publicly release the results of any
revisions to them to reflect events or circumstances after the date of this
report or to reflect the occurrence of unanticipated events.

OVERVIEW

     We are a development stage company that has not yet generated revenues and
has incurred net losses since inception. At September 30, 2003, we had a deficit
accumulated during our development stage (from December 1999 to September 30,
2003) of $(14,004,073). From March 31, 2003 through September 30, 2003, we
incurred losses totaling approximately $(3,498,000). We expect to continue to
incur additional losses in the foreseeable future and at least until such time,
if ever, that we successfully produce a significant number of snowmobiles and
sell them through our dealers on an ongoing basis. Accordingly, there is no
historical financial or other information about our company which you could use
to determine our future performance.

     On May 21, 2003, we completed an initial public offering of common stock
pursuant to a registration statement filed under the Securities Act of 1933, as
amended, which was declared effective on May 14, 2003 (Registration No.
333-102529). In the initial public offering, we sold 2,222,224 shares of common
stock at a price of $4.50 per share, for an aggregate amount of $10,000,008.
After deducting underwriter's discounts, fees and expenses totaling
approximately $1,846,000, we received net offering proceeds of approximately
$8,159,000. On July 22, 2003, we closed on the sale of additional shares of
common stock pursuant to the exercise of an over-allotment option granted to the
underwriter in connection with our initial public offering. Pursuant to the
over-allotment option, we sold to the underwriter an additional 321,453 shares
of common stock at a price of $4.50 per share, for an aggregate amount of
approximately $1,447,000. After deducting underwriter's discounts, fees and
expenses totaling approximately $181,000, we received net offering proceeds from
the exercise of the over-allotment option totaling approximately $1,266,000. In
this report we refer to the net proceeds of the initial public offering and the
exercise of the over-allotment option collectively as "IPO net proceeds."

                                      -13-
<PAGE>
 We have used the IPO net proceeds to repay debt, continue the development and
marketing of our snowmobiles, obtain dealers, purchase parts for the production
of our snowmobiles, hire additional operating and other personnel and enter into
a contract assembly agreement for the production of our snowmobiles. We have
spent approximately $6,856,000 of the IPO net proceeds and have approximately
$2,569,000 remaining. We believe that our cash on hand, anticipated revenues
from sales of snowmobiles and proposed short-term inventory or purchase order
financing will be sufficient to fund our operations over the next twelve months
through September 2004. We expect that we will require supplemental financing in
the form of short-term inventory or purchase order financing to accelerate the
assembly of our snowmobiles and to carry out our plan to produce and ship 600 to
700 units during the current 2003/2004 snowmobile season. We intend to source
such financing in the near term and are in negotiations with a financing source.
We believe that utilizing inventory or purchase order financing will enable us
to leverage our limited financial resources to produce and sell a larger number
of snowmobiles than we could produce and sell without such financing. We
anticipate that we will also require short-term inventory or purchase order
financing during the summer of 2004 to produce snowmobiles to fill orders for
the 2004/2005 season.

     Over the next twelve months, we intend to hire approximately 15 employees
and to bring our total number of employees to approximately 39 in September
2004. Most of our anticipated hires will engage in operating-related activities,
and others will likely carry out design, engineering, financial or other
functions. Over the next twelve months we anticipate spending approximately
$1,200,000 of the remaining IPO net proceeds on parts to be used in the
production of our snowmobiles. We expect to spend approximately $500,000 over
the next twelve months on our marketing efforts, which include the establishment
of dealer relationships, direct mail, trade shows and events, dealer cooperative
advertising and publicity to expand awareness of our snowmobile and build brand
identity. We intend to spend approximately $350,000 on research and development
over the next twelve months. We anticipate that such efforts will focus on
refining the design of our 800 Revolt snowmobile, designing two additional
snowmobile models and possibly commencing the design and development of one
other product. We anticipate spending approximately $800,000 on capital
equipment, including tooling and fixtures, over the next twelve months. We
expect to maintain our capital spending at a relatively low level and to
continue outsourcing the production of our snowmobiles.

     Our business is subject to risks which may include, but are not limited to,
delays in the assembly of our snowmobiles, delays in obtaining parts, cost
overruns due to price and cost increases for parts and services and delays in
recruiting dealers and obtaining purchase orders. We will require additional
financing in the future and can give you no assurance that future financing will
be available to us, or that financing will be on terms satisfactory to us. If
financing is not available on satisfactory terms, we may be unable to continue
or expand our operations.

PLAN OF OPERATIONS

     In order to succeed, we intend to do the following:

     1. Recruit Dealers and Generate Orders. We have used our prototype
snowmobiles to create awareness within the snowmobile industry and to finalize
the design of our first product. We have also videotaped and displayed these
snowmobiles at trade shows and events to generate dealer interest in Redline
snowmobiles. We intend to continue our promotional efforts through an aggressive
public relations program, attending and displaying our snowmobiles at dealer
trade shows, direct mail efforts and direct solicitations of prospective
dealers. We have entered into agreements with 44 dealers and we continue to
solicit additional dealers. We have continued soliciting dealer orders for the
800 Revolt snowmobile, for delivery in the fall and winter of 2003/2004. We
believe that commencement of snowmobile production will result in additional
near-term purchase orders.

     2. Generate Consumer Interest in Our Snowmobile and Develop the Redline
Brand. To date, our snowmobiles have appeared in over 100 articles. We believe
this publicity is critical to creating awareness of the

                                      -14-
<PAGE>

Redline brand. We intend to continue our public relations efforts to create
additional consumer interest and to support our dealers with cooperative
advertising dollars. Dealers may use cooperative advertising dollars in targeted
advertising and marketing efforts in their geographic territories. We also plan
to continue to attend trade shows and events targeted to consumers to provide
them with opportunities to see, and in some cases ride, our snowmobile. We
believe these efforts, as well as mailing information to persons who have
inquired about our snowmobiles, will generate the customer awareness we believe
is necessary to sell our 800 Revolt snowmobile and other future products, and to
develop the Redline brand.

     3. Assemble the 800 Revolt for the 2003/2004 Season. On September 29, 2003,
we entered into a definitive contract assembly agreement with Interstate
Companies, Inc. to assemble and ship to dealers our 800 Revolt snowmobile.
Interstate is based in Bloomington, Minnesota. Interstate will assemble the 800
Revolt model at their ISO 9001:2000 certified Power Products & Services center,
located in West Fargo, North Dakota. The current plan is to begin production in
mid-December 2003 and complete production of 600 to 700 snowmobiles in February
2004 to have the 800 Revolt snowmobile available for sale to consumers this
season. We have purchased approximately $1,200,000 of inventory necessary to
produce the snowmobiles we anticipate selling in our first year of production.
We have hired a director of operations to oversee and be responsible for all
aspects of our in-house part and outsourced snowmobile manufacturing, assembly
and operations. In addition, we have hired purchasing, design engineering and
administrative personnel to support our production efforts. We expect that there
will be a significant learning curve associated with our outsourcing of
manufacturing to a third party.

     4. Ship 600 to 700 Snowmobiles for the 2003/2004 Season. We plan to produce
and ship 600 to 700 snowmobiles during the 2003/2004 season and to commence
delivery of our 800 Revolt snowmobiles to dealers in mid-December 2003. We base
this plan on a number of critical expectations, including the successful
production of our snowmobiles by our contract assembler, recruiting a number of
dealers sufficient to sell the snowmobiles we intend to produce in our first
year, generating consumer interest in Redline and our products, and obtaining
orders for our 800 Revolt for delivery in the current snowmobile season.

     5. Continue to Design and Engineer New Snowmobile Models. Simultaneous with
the assembly of our snowmobiles by Interstate and sales of the 800 Revolt
snowmobile, we intend to continue designing and engineering future snowmobile
models, which will include the 800 Mountain Revolt and the Revolution. The 800
Mountain Revolt design has a number of specific differences from the 800 Revolt
including a longer track, greater width between skis, lower weight and engine
adjustments based on altitude. We have designed the Revolution for trail riders
and expect that it will be powered by a four-cycle engine. We will evaluate the
opportunity to develop and introduce other products, such as ATVs, upon the
successful introduction of the 800 Revolt in the 2003/2004 season.

     6. Obtain Additional Financing. In order to take advantage of the increased
production capability of a contract assembler, we believe that it will be
necessary to obtain purchase order or inventory financing, which would permit us
to acquire production materials and build inventory at an increased rate. In the
event that we are not able to secure purchase order or inventory financing on
satisfactory terms, we anticipate that it will be necessary to schedule
production at a slower rate, in order to optimize our use of funds. There are
inherent risks involved in the manufacturing process that could impact our
funding needs. We intend to assess our use of the IPO net proceeds and any
purchase order and inventory financing to determine whether we are working
toward our goal of successfully launching the 800 Revolt, generating brand
awareness and obtaining market share. The successful production and sale of the
800 Revolt for the 2003/2004 season, are critical to our ability to timely
introduce future models and products.

     Our actual funding needs and operating results for the next twelve months
will depend on many factors, including:

     -    the level of acceptance and sales of our snowmobiles,

                                      -15-
<PAGE>

     -    the success of our outsourced assembly relationship (particularly in
          terms of timing, costs and production problems encountered),

     -    the time and cost involved in outsourcing large-scale assembly,

     -    the availability of parts for the production of our snowmobiles,

     -    continued progress in designing and engineering our products,

     -    the cost involved in protecting our proprietary technology,

     -    the overall quality and performance of our products,

     -    the time and cost involved in recruiting and training dealers,

     -    the time and cost involved in establishing market acceptance,

     -    our ability to obtain purchase order or inventory financing on
          reasonable terms,

     -    the effectiveness of our other marketing and sales activities,
          including future sales of accessories, clothing and ATVs, and

     -    the status of competitor products.

     As we proceed with our business plan, we may determine that our assumptions
were or have been inaccurate or need to change, or that our business plan needs
to change to respond to changed assumptions or otherwise. Either of these
situations could cause the proceeds of our initial public offering to be
insufficient to fund our operations and we could be required to seek additional
financing sooner than we currently anticipate. We currently have no committed
sources or arrangements with respect to additional financing. For capital beyond
the cash generated from our operations and the proceeds of the initial public
offering, we must seek other financing. We may seek additional financing from a
number of sources, including possible sales of equity securities or loans from
banks or other financial institutions. We may not be able to obtain additional
financing from any source or on reasonable terms. If we are unable to obtain
additional financing, we may be required to reduce or cease our growth or
operations. Further sales of equity securities could result in substantial
dilution to the our existing shareholders. Any additional debt financing could
impose significant financial and operational restrictions on our business
operations.

SEASONALITY AND QUARTERLY RESULTS

     Our fiscal year and the model year for the snowmobile industry end on March
31. Our business is affected by the pattern of seasonality common to most
manufacturers and other businesses in the snowmobile industry. Our sales will,
therefore, tend to be greater from August through February, which are the
principal months for snowmobile dealers to take delivery and pay for
snowmobiles. We anticipate that quarterly net sales and operating results will
continue to be significantly impacted by seasonality patterns and therefore plan
to expand to other seasonal products, such as ATVs, if we are successful in
manufacturing, marketing and selling the 800 Revolt.

                                      -16-
<PAGE>

CRITICAL ACCOUNTING POLICIES

     The significant accounting policies that management believes are the most
critical to aid in fully understanding and evaluating our reported financial
results include the following: revenue recognition, sales promotions and
incentives, product warranties and product liability.

     Revenue Recognition: Revenues will be recognized at the time of shipment to
the dealer. There have been no product returns, whether in the normal course of
business or resulting from repurchases made under the customer financing
program. We have agreed to repurchase products repossessed by the finance
company up to certain limits. Our financial exposure is limited to the
difference between the amount paid to the finance company and the amount
received on the resale of the repossessed product. No losses have been incurred
under these agreements. We have not historically recorded any sales return
allowances because we have not been required to repurchase any units with no
current sales. However, an adverse change in retail sales could cause this
situation to change in the future.

     Sales Promotions and Incentives: When revenues commence, we will generally
provide for estimated sales promotion and incentive expenses, which are
recognized as a reduction to sales, at the time of sale to the dealer. Examples
of sales promotion and incentive programs include dealer and consumer rebates,
volume discounts, retail financing programs and sales associate incentives.
Sales promotion and incentive expenses are estimated based on current programs
and historical rates for each product line. We will record these amounts as a
liability in the balance sheet until they are ultimately paid. At September 30,
2003, we had not accrued any amounts for sales promotions and incentives, since
we have not delivered any products to our dealers as of September 30, 2003.

     Dealer Holdback Programs: Once we deliver products to our dealers, we will
provide dealer incentive programs whereby at the time of shipment, we will
withhold an amount from the dealer until ultimate retail sale of the product. We
will record these amounts as a liability on the balance sheet until they are
ultimately paid. Payments are planned to be made to dealers twice each year, in
February and August subject to previously established criteria. We have not
recorded any accrued liabilities for dealer holdback programs in the balance
sheets at September 30, 2003, since we have not delivered any products to our
dealers as of September 30, 2003.

     Product Warranties: Our policy will be to provide a limited warranty for a
period of one year for our products. Our standard warranties will require us or
our dealers to repair or replace defective product during such warranty period
at no cost to the consumer. A warranty reserve will be established at the time
of sale to the dealer or distributor based on management's best estimate using
projected rates and trends until we have historical rates and trends to use. We
will record these amounts as a liability in the balance sheet until they are
ultimately paid. At September 30, 2003, we had not established an amount for
warranty reserve, because we had not sold any products to date.

     Product Liability: We may be subject to product liability claims in the
normal course of business once we commence sales of our products. We have
obtained product liability insurance coverage which management believes is
appropriate. The estimated costs resulting from any losses will be charged to
operating expenses when it is probable a loss may be incurred and the amount of
the loss is reasonably determinable.

ITEM 3. CONTROLS AND PROCEDURES

     The Company maintains disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) that are designed to ensure that information
required to be disclosed in the Company's reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to the Company's management, including the Company's Chief

                                      -17-
<PAGE>

Executive Officer and its President and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure.

     The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and its President and Chief Financial Officer, of the
effectiveness of the Company's "disclosure controls and procedures" as of the
end of the period covered by this report, pursuant to Rules 13a-15(b) and
15d-15(b) under the Exchange Act. Based on that evaluation, the Company's Chief
Executive Officer and its President and Chief Financial Officer have concluded
that the Company's disclosure controls and procedures, as of the end of the
period covered by this report, were effective in timely alerting them to
material information relating to the Company required to be included in the
Company's periodic SEC filings.

     There has been no change in the Company's internal control over financial
reporting (as defined in Rules 13(a)-15(f) and 15(d)-15(f) under the Exchange
Act) during the period covered by this report that has materially affected, or
is reasonably likely to materially affect, the Company's internal control over
financial reporting.

                                      -18-
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     Not applicable.

ITEM 2. CHANGES IN SECURITIES.

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  Use of Proceeds from Registered Securities.

     On May 21, 2003, we completed an initial public offering pursuant to a
registration statement filed under the Securities Act of 1933, as amended, that
was declared effective on May 14, 2003 (Registration No. 333-102529). In the
initial public offering, we sold a total of 2,222,224 shares of common stock at
a price of $4.50 per share, for an aggregate amount $10,000,008. After deducting
underwriter's discounts, fees and expenses totaling approximately $1,841,000, we
received net offering proceeds of approximately $8,159,000. GunnAllen Financial,
Inc. acted as underwriter in connection with the initial public offering. On
July 22, 2003, we closed on the sale of additional shares of common stock
pursuant to the underwriter's exercise of the over-allotment option granted to
the underwriter in connection with our initial public offering. Pursuant to the
over-allotment option, we sold the underwriter an additional 321,453 shares at a
price of $4.50 per share, for an aggregate amount of $1,446,539. After deducting
underwriter's discounts, fees and expenses totaling approximately $181,000, we
received net offering proceeds from the exercise of the over-allotment option
totaling approximately $1,266,000.

    The table below sets forth our approximate use of net proceeds from the
initial public offering and the exercise of the over-allotment option at
September 30, 2003.

<TABLE>
<S>                                                            <C>
                                  Net Proceeds
                                  ------------
Net Proceeds - Initial Public Offering                         $     8,159,054
Net Proceeds - Over-Allotment Option                           $     1,265,946
                                                               ---------------
   Total Net Proceeds                                          $     9,425,000
                                                               ===============

                     Use of Proceeds at September 30, 2003
                     -------------------------------------
Repayment of Debt(1)                                           $     3,860,000
Design & Engineering                                           $       502,000
Sales & Marketing                                              $       220,000
Capital Expenditures                                           $       130,000
Purchase of Parts                                              $       548,000
General & Admin.                                               $     1,286,000
Working Capital                                                $       310,000
                                                               ---------------
   Total Use of Proceeds                                       $     6,856,000
                                                               ===============
</TABLE>

------------------
1    Includes approximately $464,000 of related party debt and accrued interest
     paid to officers and directors of the Company.

                                      -19-
<PAGE>

     We will use the remaining proceeds form the initial public offering and the
over-allotment option for working capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

(a)  Not applicable.

(b)  Not applicable.

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

     The Company held its annual meeting of shareholders on September 8, 2003.
The following matters were submitted to a vote of the shareholders at the
meeting:

     1.   To elect seven directors to serve until the next annual meeting of
shareholders or until their successors are duly elected and qualified.

          The following persons were elected to the board of directors,
receiving the votes set forth opposite their names:

<TABLE>
<CAPTION>
    NAME                        VOTES FOR              VOTES WITHHELD
    ----                        ---------              --------------
<S>                             <C>                    <C>
Kent Harle                      3,551,032                 182,793
Mark Payne                      3,730,825                   3,000
David Mell                      3,730,825                   3,000
Stanley Herman                  3,730,825                   3,000
Michael Degen                   3,730,825                   3,000
Clyde Fessler                   3,730,825                   3,000
Robert Korkowski                3,730,825                   3,000
</TABLE>

     2.   To ratify amendment of the Company's 2000 Stock Option Plan to
increase the number of shares of common stock authorized and reserved for
issuance thereunder from 333,334 to 700,000.

          The shareholders ratified amendment of the Company's 2000 Stock Option
Plan by the following vote:

<TABLE>
<CAPTION>
   FOR                          AGAINST                        ABSTAIN
   ---                          -------                        -------
<S>                             <C>                            <C>
1,673,935                       379,005                        89,729
</TABLE>

     3.   To ratify appointment of Virchow, Krause & Company as the Company's
Independent Certified Public Accountants for the fiscal year ending March 31,
2004.

          The appointment of Virchow, Krause & Company as the Company's
Independent Certified Public Accounts was ratified by the following vote:

<TABLE>
<CAPTION>
   FOR                          AGAINST                        ABSTAIN
   ---                          -------                        -------
<S>                             <C>                            <C>
3,445,323                       15,867                         272,634
</TABLE>

ITEM 5. OTHER INFORMATION.

(a)  Events During the Quarter Ended September 30, 2003

                                      -20-
<PAGE>

     (1) On July 17, 2003, our board of directors increased the number of
members of the board of directors from six to seven, and appointed Mr. Robert J.
Korkowski to the board of directors to fill a vacancy. Mr. Korkowski was
appointed to serve until the next annual meeting or until his successor is
elected and qualified.

     (2) On July 22, 2003, we closed on the sale of 321,453 shares of our common
stock to GunnAllen Financial, Inc., pursuant to an over-allotment option
previously granted to GunnAllen Financial, Inc. in connection with our initial
public offering.

     (3) On July 31, 2003, we extended the term of our previously-announced
non-binding letter of intent with Global Electric Motorcars, LLC to assemble our
800 Revolt snowmobile, from July 31, 2003 to August 15, 2003. On August 6, 2003,
we terminated the non-binding letter of intent.

     (4) Effective September 29, 2003, we entered into a definitive contract
assembly agreement with Interstate Companies, Inc. to assemble and ship our 800
Revolt snowmobile. Interstate is based in Bloomington, Minnesota, and assembly
of the 800 Revolt model will take place at its ISO 9001:2000 certified Power
Products & Services center, located in West Fargo, North Dakota.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

<TABLE>
<CAPTION>
EXHIBIT NO.                            DESCRIPTION
-----------                            -----------
<S>             <C>
    3.1         Third Amended and Restated Articles of Incorporation of the
                small business issuer, incorporated by reference to Exhibit 3.1
                of the Company's Annual Report on Form 10-KSB, filed June 30,
                2003

    3.2         First Amended and Restated Bylaws of the small business issuer,
                incorporated by reference to Exhibit 3.1 to the Company's
                Registration Statement on Form SB-2, filed January 15, 2003

    3.2a        Amendment No. 1 dated March 4, 2003 to the First Amended and
                Restated Bylaws of the small business issuer, incorporated by
                reference to Exhibit 3.2 to the Company's Amendment No. 1 to
                Registration Statement on Form SB-2/A, filed March 11, 2003

    3.2b        Amendment No. 2 dated April 25, 2003 to the First Amended and
                Restated Bylaws of the small business issuer, incorporated by
                reference to Exhibit 3.2(b) to the Company's Amendment No. 3 to
                Registration Statement on Form SB-2/A, filed May 7, 2003

    4.1         Specimen of Common Stock Certificate of the small business
                issuer, incorporated by reference to Exhibit 4.1 to the
                Company's Amendment No. 3 to Registration Statement on Form
                SB-2/A, filed May 7, 2003

    10.1        Contract Assembly Agreement, dated September 26, 2003, by and
                between the small business issuer and Interstate Companies,
                Inc.+*

    31.1        Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
                of 2002+

    31.2        Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
                of 2002+

    32.1        Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
                of 2002+

    32.2        Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
                of 2002+
</TABLE>

----------

+    Filed herewith.

*    Portions of this agreement have been omitted pursuant to a request for
     confidential treatment. The materials marked by asterisk ("*") in the
     exhibit have been omitted. The portions omitted from the exhibit were filed
     separately with the Securities and Exchange Commission at the time this
     report was filed.

                                      -21-
<PAGE>

(b)  Reports on Form 8-K

     We did not file any reports on Form 8-K during the quarter ended September
     30, 2003.

                                      -22-
<PAGE>

                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       REDLINE PERFORMANCE PRODUCTS, INC.

                                       By /s/ Kent H. Harle
                                          --------------------------------------
                                          Kent H. Harle, Chief Executive Officer

                                       Date: November 14, 2003