<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 JUNE 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 August 8, 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 JUNE 30, 2003

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                          PAGE
                                                                                                          ----
<S>        <C>                                                                                            <C>

                                        PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements...........................................................................   3
             Balance Sheets as of March 31, 2003 (audited) and June 30, 2003 (unaudited)..................   3
             Statement of Operations for the three months ended June 30, 2002 and 2003 and
                for the period from inception (December 22, 1999) to June 30, 2003 (unaudited)............   5
             Statements of Cash Flows for the three months ended June 30, 2002 and 2003 and
                for the period from inception (December 22, 1999) to June 30, 2003 (unaudited)............   6
             Notes to Financial Statements (unaudited)....................................................   8
Item 2.    Management's Discussion and Analysis or Plan of Operation......................................  14
Item 3.    Controls and Procedures........................................................................  18

                                          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...............................................................  20
           (a)  Exhibits..................................................................................  20
           (b)  Reports on Form 8-K.......................................................................  21

SIGNATURES

EXHIBITS
</Table>


                                      -2-
<PAGE>

                       REDLINE PERFORMANCE PRODUCTS, INC.

                          FORM 10-QSB QUARTERLY REPORT
                   FOR THE FISCAL QUARTER ENDED JUNE 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   June 30, 2003
                                                 --------------   -------------
                                                    (Audited)      (Unaudited)
<S>                                               <C>              <C>

                                     ASSETS
Current Assets
  Cash                                            $     37,305     $  2,973,699
  Inventories, net                                     393,720          393,720
  Prepaid expenses and other current assets              9,158          166,960
                                                  ------------     ------------

        Total Current Assets                           440,183        3,534,379
                                                  ------------     ------------

Property and Equipment, Net                            694,545          772,956
                                                  ------------     ------------

Other Assets
  Intangible assets, net                                63,429           68,173
  Debt issuance costs, net                             233,874               --
  Security deposits                                     25,300           25,300
  Deferred stock offering costs                        367,455               --
                                                  ------------     ------------

        Total Other Assets                             690,058           93,473
                                                  ------------     ------------

            Total Assets                          $  1,824,786     $  4,400,808
                                                  ============     ============
</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  June 30, 2003
                                                                           --------------  -------------
                                                                              (Audited)     (Unaudited)
<S>                                                                        <C>             <C>

                            LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Lines of credit - bank                                                    $     99,242    $     79,462
  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                                     --           8,047
  Mandatory redeemable preferred stock, 20,002 and 0 Series A convertible
   preferred shares                                                               90,000              --
  Due to shareholders                                                            111,636              --
  Accounts payable                                                               912,073         216,973
  Accrued payroll and related expenses                                           194,182         126,171
  Accrued expenses                                                                22,000          51,520
  Accrued interest                                                               287,463           2,767
                                                                            ------------    ------------

       Total Current Liabilities                                               3,923,800         534,940
                                                                            ------------    ------------

Long-Term Liabilities
  Deferred rent obligation                                                        22,227          19,128
  Long-term debt and subordinated convertible notes payables, net                 14,178              --
  Capital lease obligation, net of current portion                                    --          38,312
                                                                            ------------    ------------

        Total Liabilities                                                      3,960,205         592,380
                                                                            ------------    ------------

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 4,582,020 shares issued and outstanding                          10,915          45,820
  Additional paid-in capital                                                   5,208,929      13,180,762
  Common stock warrants                                                        3,156,896       3,375,996
  Unearned compensation                                                          (18,560)        (18,560)
  Deficit accumulated during the development stage                           (10,506,482)    (12,775,590)
                                                                            ------------    ------------

        Total Shareholders' Equity (Deficit)                                  (2,135,419)      3,808,428
                                                                            ------------    ------------

        Total Liabilities and Shareholders' Equity (Deficit)                $  1,824,786    $  4,400,808
                                                                            ============    ============
</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       (inception) to
                                              June 30, 2002   June 30, 2003      June 30, 2003
                                              -------------   -------------    -----------------
<S>                                           <C>             <C>               <C>

Revenues                                       $         --    $         --      $         --
                                               ------------    ------------      ------------

Operating Expenses
  Selling, general and administrative               295,600         569,572         4,381,169
  Research and development                          110,823         211,811         3,286,542
                                               ------------    ------------      ------------

        Total Operating Expenses                    406,423         781,383         7,667,711
                                               ------------    ------------      ------------

            Loss from Operations                   (406,423)       (781,383)       (7,667,711)
                                               ------------    ------------      ------------

Other Income (Expense)
  Interest expense                                 (243,341)     (1,525,172)       (4,589,450)
  Interest income                                        --           4,723            15,607
  Other Income                                          703          32,724            46,935
                                               ------------    ------------      ------------

            Net Other Expense                      (242,638)     (1,487,725)       (4,526,908)
                                               ------------    ------------      ------------

Net Loss                                           (649,061)     (2,269,108)      (12,194,619)

  Preferred stock dividends                              --              --          (359,279)
                                               ------------    ------------      ------------
Loss Attributable to Common Shareholders       $   (649,061)   $ (2,269,108)     $(12,553,898)
                                               ============    ============      ============
Loss per Common Share - Basic and Diluted      $      (0.46)   $      (0.86)     $      (9.19)
                                               ============    ============      ============

Weighted Average Common Shares Outstanding -
  Basic and Diluted                               1,416,003       2,625,828         1,366,581
                                               ============    ============      ============
</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
                                                   For the three months ended      (inception) to
                                                  June 30, 2002   June 30, 2003     June 30, 2003
                                                  -------------   -------------   -----------------
<S>                                               <C>             <C>             <C>

Cash Flows from Operating Activities
  Net loss                                         $   (649,061)   $ (2,269,108)     $(12,194,619)
  Adjustments to reconcile net loss to net cash
     flows from operating activities
     Depreciation and amortization                       25,675         252,878           650,665
     Amortization of original issue discount            284,067       1,202,957         3,345,624
     Warrants issued for services                        18,000          54,000            74,000
     Deferred rent increase (decrease)                   (3,099)         (3,099)           19,128
     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                                 (98,877)             --          (393,720)
       Prepaid expenses and other current assets          4,619        (157,802)          (85,702)
       Security deposits                                     --              --           (25,300)
       Accounts payable                                 157,831        (695,100)          787,615
       Accrued payroll and related expenses              91,862        (323,187)          180,458
                                                   ------------    ------------      ------------

          Net Cash Flows from Operating
            Activities                                 (168,983)     (1,969,192)       (7,616,887)
                                                   ------------    ------------      ------------

Cash Flows from Investing Activities
  Proceeds from sale of property and equipment               --              --            18,500
  Purchases of property and equipment                     6,930         (50,606)         (958,755)
  Payments for intangible assets                           (460)         (5,194)          (85,495)
                                                   ------------    ------------      ------------

          Net Cash Flows from Investing
            Activities                                    6,470         (55,800)       (1,025,750)
                                                   ------------    ------------      ------------
</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
                                                            For the three months ended      (inception) to
                                                          June 30, 2002   June 30, 2003      June 30, 2003
                                                          -------------   -------------   -----------------
<S>                                                       <C>             <C>             <C>

Cash Flows from Financing Activities
  Advances from shareholders                                      1,051        (111,636)               --
  Lines of credit -- bank advances, net                          49,425         (19,780)           29,962
  Payments on long-term debt                                         --      (3,433,808)       (3,860,082)
  Payments for deferred stock offering costs                    (41,121)       (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             --       8,780,009         8,780,009
  Proceeds from exercise of common stock warrants                    --             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                                                    15,000              --         4,359,300
                                                           ------------    ------------      ------------

          Net Cash Flows from Financing
            Activities                                          171,283       4,961,386        11,616,336
                                                           ------------    ------------      ------------

          Net Change in Cash                                      8,770       2,936,394         2,973,699
     Cash -- Beginning of Period                                  2,138          37,305                --
                                                           ------------    ------------      ------------

     Cash -- End of Period                                 $     10,908    $  2,973,699      $  2,973,699
                                                           ============    ============      ============
</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 months ended June 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 June 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


                                      -8-
<PAGE>


         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.

         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,
                                                    For the three                  1999
                                                    month period              (inception) to
                                                   ended June 30,                June 30,
                                               2002              2003              2003
                                          --------------    --------------    --------------
<S>                                       <C>               <C>               <C>
Pro forma net loss                        $     (656,039)   $   (2,309,593)   $  (12,405,132)
Pro forma loss attributable to common
  shareholders                            $     (656,039)   $   (2,309,593)   $  (12,764,411)
Pro forma loss per common share - basic
   and diluted                            $         (.46)   $         (.88)   $        (9.08)
Pro forma loss attributable to common
   shareholders - basic and diluted       $         (.46)   $         (.88)   $        (9.34)
Stock Based Compensation:
   As reported                            $           --    $           --    $           --
   Pro forma                              $        6,978    $       40,485    $      210,513
</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 three
         months ended June 30, 2002 and 2003: dividend yield and expected
         volatility of 0% and 11%; risk-free interest rates of 4.75% and 3.62%;
         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 2,077,862
         and 2,098,491 at June 30, 2002 and


                                      -9-
<PAGE>


         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.

     RECENT ACCOUNTING PRONOUNCEMENTS

         In November 2002, the Financial Accounting Standards Board (FASB)
         issued FASB Interpretation No. 45, "Guarantor's Accounting and
         Disclosure Requirements for Guarantees, Including Indirect Guarantees
         of Indebtedness of Others" (FIN 45). FIN 45 clarifies the requirements
         for a guarantor's accounting for and disclosure of certain guarantees
         issued and outstanding. The initial recognition and initial measurement
         provisions of FIN 45 are applicable to guarantees issued or modified
         after December 31, 2002. The disclosure requirements of FIN 45 are
         effective for financial statements for periods ending after December
         15, 2002. The adoption of FIN 45 did not impact the Company's financial
         statements.

         In January 2003, the FASB issued FASB Interpretation No. 46,
         "Consolidation of Variable Interest Entities" (FIN 46). FIN 46 states
         that companies that have exposure to the economic risks and potential
         rewards from another entity's assets and activities have a controlling
         financial interest in a variable interest entity and should consolidate
         the entity, despite the absence of clear control through a voting
         equity interest. The consolidation requirements apply to all variable
         interest entities created after January 31, 2003. For variable interest
         entities that existed prior to February 1, 2003, the consolidation
         requirements are effective for annual or interim periods beginning
         after June 15, 2003. Disclosure of significant variable interest
         entities is required in all financial statements issued after January
         31, 2003, regardless of when the variable interest was created. The
         Company does not expect the adoption of FIN 46 to have a material
         impact on the Company's financial statements.

--------------------------------------------------------------------------------
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 $12,194,000. At March 31, 2003 and June 30, 2003, the
         Company had working capital (deficit) of $(3,483,617) and $2,999,439,
         respectively.

         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 and meet its capital requirements for at
         least 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. If the Company experiences
         operating results which differ significantly from the Company's current
         12 month plan, the Company may require additional financing in the
         future and the Company may 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.


                                      -10-
<PAGE>


         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 June 30,
         2003, the outstanding balance on the note was $30,053.

         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 June 30, 2003 was $8,047 and the long-term
         portion was $38,312.

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

         During the three months ended June 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 June 30, 2003. Interest expense for the three months
         ended June 30, 2002 and 2003 was $243,341 and $1,525,172, 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".

         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 automatically with the closing of the IPO.

--------------------------------------------------------------------------------
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 June 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.


                                      -11-
<PAGE>


         Accounts payable at March 31, 2003 and June 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.

--------------------------------------------------------------------------------
NOTE 7 - SUPPLEMENTAL CASH FLOWS INFORMATION
--------------------------------------------------------------------------------

<Table>
<Caption>
                                                                                        December 22, 1999
                                                                                         (inception) to
                                                        June 30, 2002   June 30, 2003     June 30, 2003
                                                        -------------   -------------   -----------------
<S>                                                     <C>             <C>             <C>
Cash paid for interest                                   $         --   $    322,037     $      861,592

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
                                                                   --         46,359             46,359
</Table>


                                      -12-
<PAGE>


--------------------------------------------------------------------------------
NOTE 8 - SUBSEQUENT EVENTS
--------------------------------------------------------------------------------

         In July 2003, GunnAllen Financial, Inc., the underwriter for the
         Company's IPO, exercised its right to purchase 321,453 shares of common
         stock at $4.50 per share as part of the over-allotment allowed of
         333,333 shares of common stock. This resulted in gross proceeds of
         $1,446,539. After underwriter's discount, fees and expenses of
         $180,817, the net proceeds from the over-allotment were $1,265,722. The
         Company intends to use these additional proceeds for working capital
         purposes.

         In June 2003, the Company signed a non-binding Letter of Intent with
         Global Electric Motorcars, LLC ("GEM"), a wholly-owned subsidiary of
         Daimler-Chrysler, to assemble the 800 Revolt snowmobile. The Letter of
         Intent was initially scheduled to expire, if not completed or extended,
         by July 31, 2003. On July 31, 2003, the Letter of Intent was extended
         to August 15, 2003. On August 6, 2003, the parties terminated their
         Letter of Intent. The Company continues to be actively engaged in
         conversations with other companies that have the capabilities to
         assemble the 800 Revolt. We anticipate that a decision on where the
         assembly will take place will be made by October 2003.




                                      -13-
<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 the 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 in the snowmobile industry. We have sold
only three snowmobiles and have not sold any other products. We have generated
only nominal revenues from operations since our inception in December 1999. At
June 30, 2003, we had a deficit accumulated during our development stage (from
December 1999 to June 30, 2003) of $(12,775,590). From March 31, 2003 through
June 30, 2003, we incurred additional losses totaling approximately
$(2,269,000). We expect to continue to incur additional losses in the
foreseeable future and at least until such time, if ever, that we successfully
commence production of our snowmobiles and sell our products through dealers.
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 closed an initial public offering pursuant to a
registration statement 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 of
$10,000,008. After deducting underwriter's discounts, fees and expenses totaling
approximately $1,845,954, we received net offering proceeds of approximately
$8,159,054. 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 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 the underwriter an
additional 321,453 shares of common stock at a price of $4.50 per share, for an
aggregate amount of approximately $1,446,539. After deducting underwriter's
discounts, fees and expenses totaling approximately $180,817, we received net
offering proceeds from the exercise of the over-allotment option totaling
approximately $1,265,722.

     We used a portion of the net proceeds of the initial public offering and
the over-allotment option to repay debt incurred from September 1, 2001 through
December 31, 2002 to finance our operations and interest thereon in the amount
of $3,860,000. We have used and intend to use a portion of our net proceeds from
the initial public


                                      -14-
<PAGE>


offering and the over-allotment option to hire additional personnel. In June
2003, we hired a new director of operations, to manage our in-house and
outsourced assembly operations. We have also hired additional employees for
financial and assembly functions. Additional hires will likely include line
personnel as well as other employees for design, engineering, financial and
other functions. We also intend to increase our marketing efforts by spending
approximately $700,000 on direct mail, trade shows and events, dealer
cooperative advertising and publicity to expand awareness of our snowmobile and
build brand identity. Finally, we will use approximately $500,000 of the net
proceeds of the initial public offering for capital expenditures related to both
current production and tooling for production of our second and third snowmobile
models. We will use the remaining net proceeds from the initial public offering
and the over-allotment option for working capital.

     Our activities will be subject to risks which may include delays in the
engineering and manufacturing of our snowmobiles, cost overruns due to price and
cost increases in parts and services and delays in recruiting dealers. If we
experience operating results which differ significantly from our current plan,
we may 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. Generate Dealer Interest in Our Snowmobile and Recruit Dealers. We have
used our prototype snowmobiles to create awareness within the snowmobile
industry and 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 customers. We have entered into agreements with 28 dealers and we
continue to solicit additional dealers. We believe our dealer qualification
criteria are strict and they include experience, reputation, ability to serve
the geographic territory and financial strength.

     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 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 products, and to develop the Redline brand.

     3. Assemble the 800 Revolt for the 2003/2004 Model Year. During the twelve
months ending March 31, 2004 we intend to assemble, and to have assembled by a
third party, our 800 Revolt snowmobile for sale to consumers during the
2003/2004 model year. We intend to purchase approximately $800,000 of additional
parts 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 and outsourced manufacturing,
assembly and operations. In addition, we intend to hire additional assembly
personnel as well as other design, engineering and administrative personnel to
support our assembly efforts. We expect there will be a significant learning
curve associated with our in-house manufacturing process and our outsourcing of
manufacturing to a third party. We plan to start delivering our 800 Revolt
snowmobiles to dealers within five months.


                                      -15-
<PAGE>


     4. Ship 600 to 800 Snowmobiles for the 2003/2004 Model Year. We have begun
soliciting dealer orders for the 800 Revolt snowmobile, for delivery in the fall
and winter of the 2003/2004 model year. We believe that we can produce and ship
600 to 800 snowmobiles during the 2003/2004 model year. We base this belief on a
number of critical expectations, including outsourcing the production of our
snowmobiles, recruiting a number of dealers sufficient to sell the snowmobiles
we intend to produce in our first year of production, generating consumer
interest in us and our products and obtaining orders for our 800 Revolt.

     5. Continue to Design and Engineer New Snowmobile Models. Simultaneous with
our production (whether by third-party assembly or in-house assembly) and sales
of the 800 Revolt snowmobile, we intend to continue designing and engineering
our next two snowmobile models, 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 model year.

     6. Obtain Additional Financing if Necessary. In order to take advantage of
the increased production capability of a contract assembler, the Company
believes that it may be desirable to seek purchase order and inventory
financing, permitting the Company to acquire production materials and build
inventory at an increased rate. In the event that the Company is not able to
secure purchase order and inventory financing on terms that are satisfactory to
the Company, the Company anticipates that it will be necessary to schedule
production at a slower rate, in order to optimize funds. We understand that
there are inherent risks involved in the manufacturing process that could impact
our funding needs. We intend to assess our use of the funds from the initial
public offering 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. Our second year of
operation will be different than the first year primarily because we intend to
introduce two additional snowmobile models during the second year. The
successful production and sale of the 800 Revolt for the 2003/2004 model year,
are critical to our ability to timely introduce and market our second and third
models, the 800 Mountain Revolt and the Revolution.

    Based on our current business plan, we expect to spend approximately
$100,000, $600,000, $800,000 and $550,000 on items 1, 2, 3 and 5 referenced
above, respectively. Our actual funding needs for the next twelve months will
depend on many factors, including:

    o   the level of acceptance and sales of our snowmobiles,

    o   if we engage a contract assembler, the success of our outsourced
        assembly contract (particularly in terms of timing, costs and production
        problems encountered),

    o   if we do not engage a contract assembler, the success of our in-house
        production (particularly in terms of timing, costs and production
        problems encountered),

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

    o   continued progress in designing and engineering our products,

    o   the cost involved in protecting our proprietary technology,

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


                                      -16-
<PAGE>


    o   the time and cost involved in establishing market acceptance,

    o   the time and cost involved in obtaining purchase order and inventory
        financing,

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

    o   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 and that our business plan needs
to change to respond to changed assumptions or otherwise. Either of these
situations could cause the proceeds of the 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. If we require
additional capital beyond the cash generated from our operations and the
proceeds of the initial public offering, we would need to 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 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.

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, dealer holdback programs, 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,


                                      -17-
<PAGE>


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 June 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 June 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 June 30, 2003, since we have not delivered any products to our dealers
as of June 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 June 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 will obtain
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
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 closed an initial public offering pursuant to a
registration statement 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 $1,840,954, we received net offering proceeds of approximately
$8,159,054. 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 $180,817, we received net offering proceeds from the
exercise of the over-allotment option totaling approximately $1,265,722.

    The table below sets forth our approximate use of net proceeds from the
public offering at June 30, 2003.

<Table>
<Caption>
                   Net Proceeds
                   ------------
<S>                                         <C>
Net Proceeds - Initial Public Offering(1)   $  8,159,054.00
                                            ===============
</Table>

<Table>
<Caption>
          Use of Proceeds at June 30, 2003
          --------------------------------

<S>                                         <C>
Repayment of Debt(2)                        $  3,860,000.00
Design & Engineering                        $    198,000.00
Sales & Marketing                           $    152,000.00
Capital Expenditures                        $     29,000.00
Purchase of Parts                           $    146,000.00
General & Admin                             $    460,000.00
Working Capital                             $    310,000.00
                                            ---------------
                                            $  5,155,000.00
                                            ===============

</Table>

----------

    (1) Does not include $1,265,721 of net proceeds from the sale of shares
        pursuant to the underwriter's over-allotment option, which closed on
        July 22, 2003, proceeds of which have been deposited into company
        accounts. We intend to use the remaining net proceeds from the
        underwriter's over-allotment option for working capital.

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


                                      -19-
<PAGE>


     We intend to use a portion of the net proceeds from the initial public
offering to hire additional personnel. We also intend to increase our marketing
efforts by spending approximately $700,000 on direct mail, trade shows and
events and dealer cooperative advertising. We intend to use approximately
$500,000 of the net proceeds of the initial public offering for capital
expenditures related to both current production and tooling for production of
our second and third snowmobiles models. 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.

     Not applicable.

ITEM 5. OTHER INFORMATION.

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

     (1) On June 12, 2003, our board of directors increased the number of
members of the board of directors from five to six, and appointed Mr. Clyde
Fessler to the board of directors to fill a vacancy. Mr. Fessler was appointed
to serve until the next annual meeting or until his successor is elected and
qualified.

     (2) On June 12, 2003, we appointed Mr. John Hagen as our Director of
Manufacturing.

     (3) On June 27, 2003, we entered into a non-binding letter of intent with
Global Electric Motorcars, LLC to assemble our Revolt 800 snowmobile.

(b) Subsequent Events

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

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
</Table>


                                      -20-
<PAGE>


<Table>
<Caption>
EXHIBIT NO.                               DESCRIPTION
-----------                               -----------
<S>            <C>
    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

   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.

(b)  Reports on Form 8-K

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



                                      -21-
<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: August 14, 2003