<PAGE>

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

                                    FORM 10-K

    [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2001

                                       OR

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

                FOR THE TRANSITION PERIOD FROM _______ TO _______

                         Commission File Number: 0-24556

                                  MKR HOLDINGS
             (Exact name of registrant as specified in its charter)

                      UTAH                                      87-0372759
        (State or other jurisdiction of                      (I.R.S. Employer
         incorporation or organization)                     Identification No.)

              1070 WEST 2300 SOUTH
              SALT LAKE CITY, UTAH                                 84119
    (Address of principal executive office)                      (Zip Code)

       Registrant's telephone number, including area code: (801) 972-2100

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(g) of the Act:

                                 TITLE OF CLASS

                     COMMON STOCK, PAR VALUE $.01 PER SHARE

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

                                    YES X    NO
                                       ---     ---

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]

         The aggregate market value of voting stock held by non-affiliates of
the Registrant as of June 30, 2001 (based upon the average of closing bid and
ask prices as of such date) was $726,839.

         The number of shares of Common Stock outstanding as of June 30, 2001
was 11,102,077.

    Documents incorporated by reference: FORM 10-Q FILED ON NOVEMBER 15, 1999
   (PART I); FORM S-1 REGISTRATION STATEMENT AMENDMENT NO. 1 DATED JULY 14, 1994
                       (FILE NO. 33-80100) (PART IV).


<PAGE>

                                    FORM 10-K
                                  MKR HOLDINGS
                                TABLE OF CONTENTS

                                     PART I

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>       <C>                                                              <C>
ITEM 1    Business...........................................................3

ITEM 2    Properties.........................................................5

ITEM 3    Legal Proceedings..................................................5

ITEM 4    Submission of Matters to a Vote of Security Holders................5

                             PART II

ITEM 5    Market for the Registrant's Common Equity and
          Related Stockholder Matters........................................6

ITEM 6    Selected Consolidated Financial Data...............................6

ITEM 7    Management's Discussion and Analysis of Consolidated
          Financial Condition and Results of Operations......................8

ITEM 7a   Quantitative and Qualitative Disclosures about Market Risk........13

ITEM 8    Consolidated Financial Statements and Supplementary Data..........13

ITEM 9    Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure...............................14

                            PART III

ITEM 10   Directors and Executive Officers of the Registrant................15

ITEM 11   Executive Compensation............................................16

ITEM 12   Security Ownership of Certain Beneficial Owners
          and Management....................................................17

ITEM 13   Certain Relationships and Related Transactions....................17

                             PART IV

ITEM 14   Exhibits, Consolidated Financial Statement
          Schedules and Reports on Form 8-K.................................19

SIGNATURES..................................................................24
</TABLE>


<PAGE>

                                     PART I

         THIS FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING
OF THAT TERM IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (SECTION
27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT
OF 1934). ADDITIONAL WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS MAY BE MADE BY
THE COMPANY FROM TIME TO TIME, IN FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION OR OTHERWISE. STATEMENTS CONTAINED HEREIN THAT ARE NOT HISTORICAL
FACTS ARE FORWARD-LOOKING STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS
REFERENCED ABOVE. FORWARD-LOOKING STATEMENTS MAY INCLUDE, BUT ARE NOT LIMITED
TO, PROJECTIONS OF REVENUE, INCOME OR LOSS AND CAPITAL EXPENDITURES, STATEMENTS
REGARDING FUTURE OPERATIONS, FINANCING NEEDS, COMPLIANCE WITH FINANCIAL
COVENANTS IN LOAN AGREEMENTS, PLANS FOR ACQUISITION OR SALE OF ASSETS OR
BUSINESSES AND CONSOLIDATION OF OPERATIONS OF NEWLY ACQUIRED BUSINESSES, AND
PLANS RELATING TO PRODUCTS OR SERVICES OF THE COMPANY, ASSESSMENTS OF
MATERIALITY, PREDICTIONS OF FUTURE EVENTS AND THE EFFECTS OF PENDING AND
POSSIBLE LITIGATION, AS WELL AS ASSUMPTIONS RELATING TO THE FOREGOING. IN
ADDITION, WHEN USED IN THIS DISCUSSION, THE WORDS "ANTICIPATES," "BELIEVES,"
"ESTIMATES," "EXPECTS," "INTENDS," "PLANS" AND VARIATIONS THEREOF AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.

         FORWARD-LOOKING STATEMENTS ARE INHERENTLY SUBJECT TO RISKS AND
UNCERTAINTIES, SOME OF WHICH CANNOT BE PREDICTED OR QUANTIFIED BASED ON CURRENT
EXPECTATIONS. CONSEQUENTLY, FUTURE EVENTS AND ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH IN, CONTEMPLATED BY, OR UNDERLYING THE
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNUAL REPORT ON FORM 10-K.
STATEMENTS IN THIS ANNUAL REPORT, PARTICULARLY IN "ITEM 1. BUSINESS," "ITEM 3.
LEGAL PROCEEDINGS," THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AND "ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS," DESCRIBE CERTAIN FACTORS, AMONG OTHERS, THAT COULD CONTRIBUTE TO OR
CAUSE SUCH DIFFERENCES. OTHER FACTORS THAT COULD CONTRIBUTE TO OR CAUSE SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, UNANTICIPATED DEVELOPMENTS IN ANY
ONE OR MORE OF THE FOLLOWING AREAS: ABILITY TO SECURE FINANCING, THE RATE AND
CONSUMER ACCEPTANCE OF NEW PRODUCT INTRODUCTIONS, COMPETITION, THE NUMBER AND
NATURE OF CUSTOMERS AND THEIR PRODUCT ORDERS, PRICING, FOREIGN MANUFACTURING,
SOURCING AND SALES (INCLUDING FOREIGN GOVERNMENT REGULATION, TRADE AND
IMPORTATION CONCERNS AND FLUCTUATION IN EXCHANGE RATES), BORROWING COSTS,
CHANGES IN TAXES DUE TO CHANGES IN THE MIX OF U.S. AND NON-U.S. REVENUE, PENDING
OR THREATENED LITIGATION, THE AVAILABILITY OF KEY PERSONNEL AND OTHER RISKS
FACTORS WHICH MAY BE DETAILED FROM TIME TO TIME IN THE COMPANY'S SECURITIES AND
EXCHANGE COMMISSION FILINGS.

         READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY
FORWARD-LOOKING STATEMENTS CONTAINED HEREIN, WHICH SPEAK ONLY AS OF THE DATE
HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE RESULT OF
ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT
EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF
UNEXPECTED EVENTS.


                                       2

<PAGE>

ITEM 1. BUSINESS

         Prior to November 30, 1999, MKR Holdings, then Marker International
(the "Company") was a holding company which operated its business through its
subsidiaries, Marker Deutschland GmbH ("Marker Germany"), Marker USA, Inc.
("Marker USA"), Marker Ltd., Marker Japan Co. Ltd. ("Marker Japan"), Marker
Austria GmbH ("Marker Austria") and Marker Canada, Ltd. ("Marker Canada"). The
Company and its subsidiaries were a leading designer, developer, manufacturer
and marketer of alpine ski bindings in North America, Europe and Asia.
Substantially all of the Company's ski bindings were manufactured by Marker
Germany, which also distributed bindings in Germany, to subsidiaries of the
Company and to independent distributors in countries where the Company did not
have a distribution subsidiary.

         On November 30, 1999 (the "Closing Date"), the Company sold
substantially all of its assets (including the equity securities of its
subsidiaries) to Marker International GmbH, a GmbH organized under the laws of
Switzerland ("Newco"), pursuant to an asset purchase agreement (as amended by
the Amendment to the Asset Purchase Agreement dated as of September 20, 1999,
the "Purchase Agreement") between the Company and Newco. In exchange, Newco
assumed substantially all of the liabilities of the Company and the Company
received a 15% equity interest in Newco. The remaining 85% equity interest in
Newco is held by CT Sports Holding AG ("CT"), a joint venture between Tecnica
S.p.A. and H.D. Cleven, the principal shareholder of the Volkl Group. Pursuant
to the Purchase Agreement, CT was required to contribute to Newco $15,000,000 in
cash for its 85% equity interest in Newco. After taking into account CT's
purchase of 66.66% of Marker Canada in June 1999 for $1,025,501, CT contributed
$13,974,499 to Newco in a combination of debt and equity.

         In connection with the Purchase Agreement, the Company and CT entered
into an operating agreement which, among other things, grants CT an option (the
"Option") to purchase the Company's 15% equity interest in Newco at any time on
or after November 30, 2001, at the then fair market value, subject to reduction
in an amount equal to the sum of: (a) any indemnity obligations of the Company
to Newco, (b) all unreimbursed advances from Newco for operating and
administrative expenses (currently estimated to be approximately $300,000 per
year) and costs of defending indemnifiable claims, if any, incurred by Newco,
together with interest thereon, (c) all advances by Newco to the Company to pay
any income tax liability, together with interest thereon, plus (d) $775,000.
Thereafter, the Company will be liquidated and the net proceeds of the exercise
of the Option will be distributed to the shareholders of the Company in
liquidation. In determining fair market value, all of CT's $15,000,000
contribution has been considered equity.

         In connection with the Purchase Agreement, the Company reached
agreements-in-principle regarding the restructuring of its debt and the
treatment of such debt under a Plan of Reorganization with substantially all of
its creditors that were impaired under the Plan of Reorganization. On August 19,
1999, the Company, DNR North America, Inc. and DNR USA, Inc. (collectively, the
"Debtors") filed voluntary petitions for relief under Chapter 11 of the


                                       3

<PAGE>

United States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"). On September 22, 1999, the
Debtors filed the First Amended Joint Chapter 11 Plan of Reorganization (as
amended by the Amendment to the First Amended Joint Chapter 11 Plan of
Reorganization, dated as of October 25, 1999, the "Plan") and a related
disclosure statement (the "Disclosure Statement"). By order dated September 22,
1999, the Bankruptcy Court approved the Disclosure Statement as containing
adequate information. The Disclosure Statement and the Plan were subsequently
distributed to the Debtors' creditors and shareholders for approval, which
approval was subsequently obtained. On October 27, 1999, the Plan was confirmed
by order of the Bankruptcy Court (the "Confirmation Order"). Pursuant to the
Confirmation Order, the Bankruptcy Court approved the Plan and the Purchase
Agreement on October 27, 1999. The Company did not distribute any securities in
connection with the Plan.

         As a result of the events described above, the Company is no longer
engaged in the conduct of business and operates for the sole purpose of holding
and subsequently liquidating its assets (which consist almost entirely of its
equity interest in Newco). The Company is required to dissolve and liquidate all
of its assets no earlier than November 30, 2002, and no later than November 30,
2004. If the Option is not exercised prior to liquidation, then upon liquidation
and the payment of the Company's outstanding obligations, the shareholders of
the Company will receive an equity interest in Newco equal to each shareholder's
pro rata share of the Company's remaining equity interest in Newco.

         Each year, Newco's fair market value is estimated by an independent
appraiser engaged by the Company. Based on the appraiser's valuation of Newco,
management then determines the liquidation value of the Company by taking 15% of
Newco's fair market value and subtracting amounts computed pursuant to items (a)
through (d) set forth above under "Item 1 - Business." As of March 31, 2001,
Newco was valued by the Company's independent appraiser at approximately $21.7
million. Based on this valuation, the Company's 15% equity interest in Newco
(the "Investment") is approximately $3.255 million (i.e., 15% of Newco's
appraised fair market value). Management thus estimates that as of March 31,
2001, the liquidation value of the Company was no more than approximately $2.115
million, or $3.255 million less $775,000 and the $365,000 in funds previously
advanced by Newco to the Company. If Newco advances additional sums to the
Company, or if the appraisal of Newco changes in a subsequent annual valuation,
the liquidation value of the Company will be changed accordingly. The foregoing
discussion is set forth herein as an estimate only. The actual liquidation value
of the Company, when such liquidation occurs, may differ materially from the
current estimated value contained herein.

         The Company was incorporated in 1981 under the laws of the State of
Utah. The Company's principal executive offices are located at 1070 West 2300
South, Salt Lake City, Utah 84119 and its telephone number is (801) 972-2100.


                                       4

<PAGE>

WORKING CAPITAL

         Effective November 30, 1999, for a period of two years, the Company can
borrow up to $300,000 annually from Newco to fund the Company's expenses.

EMPLOYEES AND LABOR RELATIONS

         As of March 31, 2001, the Company had one employee, Kevin Hardy, who
serves as the Company's President and Chief Financial Officer.

         Pursuant to the Plan, since November 30, 1999, the business and affairs
of the Company have been managed by and under the direction of the Company's
Board of Directors, which consists of the following three members: Kevin Hardy,
Henry E. Tauber and Louis M. Alpern. Until September 15, 2000, in addition to
being a director and an officer of the Company, Mr. Hardy served as the Chief
Financial Officer, Secretary and as a director of Marker USA, a subsidiary of
Newco.

REGULATIONS

         Federal, state and local environmental regulations have not had, and
are not expected to have, any material adverse effect upon the expenditures of
the Company.

ITEM 2. PROPERTIES

         The Company currently rents space in the western office of Marker USA
(located in Salt Lake City, Utah) to coordinate the liquidation of the Company.

ITEM 3. LEGAL PROCEEDINGS

         A description of the Company's voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court is
qualified in its entirety by reference to Part II, Item 1 of the Quarterly
Report on Form 10-Q filed on November 15, 1999, and is herein incorporated by
reference.

         The Company is not currently a party to or subject to any material
pending legal proceedings.

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

         No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered in this report.


                                       5

<PAGE>


                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Company's common stock trades under the symbol "MKRH" on the
over-the-counter bulletin board. The following table sets forth the high and low
closing prices of the common stock, as quoted on the over-the-counter bulletin
board, for the calendar periods indicated, in dollars.

<TABLE>
<CAPTION>
             QUARTER ENDED                              HIGH             LOW
             -------------                              ----             ---
             <S>                                        <C>              <C>
              1999
              ----
              March 31                                   .78             .42
              June 30                                    .59             .25
              September 30                               .48             .19
              December 31                                .59             .17

              2000
              ----
              March 31                                   .35             .20
              June 30                                    .24             .16
              September 30                               .20             .13
              December 31                                .16             .09

              2001
              ----
              March 31                                   .16             .10
              June 30                                    .16             .13
</TABLE>

         Such over-the-counter market quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commissions and may not necessarily
represent actual transactions.

         Based upon information available from the Company's registrar and
transfer agent, the Company estimates that at June 30, 2001, there were
approximately 1,800 holders of record of the Company's common stock.

DIVIDEND POLICY

         No dividends have been declared on the Company's common stock since
1984 and the Company does not anticipate paying any dividends.

SALES OF UNREGISTERED SECURITIES

         Except for the sale of 1,000,000 shares of the Company's Series B
Preferred stock to Henry E. Tauber, a director of the Company (see Note 5 to the
financial statements), the Company has not sold any unregistered securities in
the previous three years.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

         The following consolidated financial information is provided for the
four fiscal periods indicated below. The information is qualified in its
entirety by, and should be read in


                                       6

<PAGE>

conjunction with, the Consolidated Financial Statements and Notes thereto
included herein (in thousands, except notes). Financial information is not
provided for any period after November 30, 1999, when the Company sold
substantially all of its assets to Newco and ceased operating as a
going-concern. Since December 1999, the Company has reported its financial
statements on a liquidation basis. As such, comparisons of periods prior to
November 30, 1999 to periods occurring after November 30, 1999 would not be
meaningful.

<TABLE>
<CAPTION>
                                                          APRIL 1, 1999            FISCAL YEAR ENDED MARCH 31,
CONSOLIDATED INCOME STATEMENT DATA                          TO NOVEMBER       --------------------------------------
----------------------------------                           30, 1999           1999          1998           1997
                                                          -------------       ---------     ---------      -------
<S>                                                       <C>                <C>           <C>            <C>
Net sales                                                  $  34,140          $  74,167     $  81,401      $  83,076
Cost of sales                                                 21,635             54,638        54,460         50,441
                                                           ---------          ---------     ---------      ---------
Gross profit                                                  12,505             19,529        26,941         32,635
                                                           ---------          ---------     ---------      ---------
Operating expenses:
   Selling                                                     5,305             15,275        13,065         14,730
   General and administrative                                  5,468             15,401         7,475          8,616
   Research and development                                    1,170              2,756         3,003          2,996
   Warehousing and shipping                                    1,160              2,020         1,660          1,617
                                                           ---------          ---------     ---------      ---------
      Total operating expenses                                13,103             35,452        25,203         27,959
                                                           ---------          ---------     ---------      ---------
Operating (loss) income                                         (598)           (15,923)        1,738          4,676
                                                           ---------          ---------     ---------      ---------
Other income (expense):
   Interest expense                                           (2,392)            (6,637)       (5,746)        (5,109)
   Other, net                                                   (796)             1,508            33          2,814
                                                           ---------          ---------     ---------      ---------
      Total other income (expense)                            (3,188)            (5,129)       (5,713)        (2,295)
                                                           ---------          ---------     ---------      ---------
(Loss) income from continuing operations before
   reorganization items, income taxes and cumulative
   effect of accounting change                                (3,786)           (21,052)       (3,975)         2,381
Reorganization items:
   Gain on sale of substantially all assets                   16,537                 -             -              -
   Professional fees                                          (1,367)                -             -              -
   Other general and administrative expenses                    (119)                -             -              -
                                                           ---------          ---------     ---------      ---------
                                                              15,051                 -             -              -
                                                           ---------          ---------     ---------      ---------
(Loss) income from continuing operations before income
   taxes and cumulative effect of accounting change           11,265            (21,052)       (3,975)         2,381
Provision for income taxes                                       (12)            (1,458)       (1,158)          (700)
                                                           ---------          ---------     ---------      ---------
(Loss) income from continuing operations before
   cumulative effect of accounting change                     11,253            (22,510)       (5,133)         1,681
Cumulative effect of accounting change, net of tax                -                  -             -              -
                                                           ---------          ---------     ---------       --------
(Loss) income from continuing operations                      11,253            (22,510)       (5,133)         1,681
                                                           ---------          ---------     ---------      ---------
Discontinued operations:
  (Loss) income from operations of discontinued
     snowboard business, net of income taxes                      -              (1,484)      (12,196)         2,921
  Gain (loss) on disposal of snowboard business                1,634            (24,024)           -              -
                                                           ---------          ---------     ---------      ---------
(Loss) income from discontinued operations                     1,634            (25,508)      (12,196)         2,921
                                                           ---------          ---------     ---------      ---------
Income (loss) before extraordinary item                       12,887            (48,018)      (17,329)         4,602
                                                           ---------          ---------     ---------      ---------
Extraordinary item - Gain on restructuring of debt
   (net of income tax benefit of $0)                          15,422                 -             -              -
                                                           ---------          ---------     ---------      --------
Net (loss) income                                          $  28,309          $ (48,018)    $ (17,329)     $   4,602
                                                           =========          =========     =========      =========
Net (loss) income applicable to common shares              $  28,309          $ (48,187)    $ (17,329)     $   4,602
                                                           =========          =========     =========      =========
</TABLE>

                                       7

<PAGE>

<TABLE>
<CAPTION>
                                                     MARCH 31,
                                       ---------------------------------------
CONSOLIDATED BALANCE SHEET DATA        1999             1998            1997
-------------------------------        ----             ----            ----
<S>                                 <C>             <C>              <C>
Current assets                      $  47,082       $  77,614        $  78,271
Total assets                           58,973         105,120          117,140
Current liabilities                    81,941          70,868           57,146
Long-term debt, net of
   current maturities                   3,821          14,898           16,487
Series A bonds, net of
   current maturities                      -            5,500           10,000
Minority interest                          -            1,447            1,810
Redeemable preferred stock              3,000              -                -
Total shareholders'
   equity (deficit)                   (29,789)         12,407           31,697
</TABLE>


STATEMENT OF NET ASSETS IN LIQUIDATION AS OF MARCH 31, 2001 AND MARCH 31, 2000

<TABLE>
<CAPTION>
                                                                               MARCH 31, 2001         MARCH 31, 2000
                                                                               --------------         --------------
<S>                                                                            <C>                    <C>
Total assets in liquidation                                                           $ 2,770                $ 2,906
Total liabilities in liquidation                                                          686                    238
Net assets in liquidation                                                             $ 2,084                $ 2,668
Netassets in liquidation per common share (based on 11,102,077 common shares
   outstanding at March 31, 2001 and 11,120,577 common
   shares outstanding at March 31, 2000)                                              $   .19                $   .24
</TABLE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

         PURCHASE AGREEMENT WITH NEWCO - On November 30, 1999 (the "Closing
Date"), the Company sold substantially all of its assets (including the equity
securities of its subsidiaries) to Marker International GmbH, a GmbH organized
under the laws of Switzerland ("Newco"), pursuant to an asset purchase agreement
(as amended by the Amendment to the Asset Purchase Agreement dated as of
September 20, 1999, the "Purchase Agreement") between the Company and Newco. In
exchange, Newco assumed substantially all of the liabilities of the Company and
the Company received a 15% equity interest in Newco. The remaining 85% equity
interest in Newco is held by CT Sports Holding AG ("CT"), a joint venture
between Tecnica S.p.A. and H.D. Cleven, the principal shareholder of the Volkl
Group. Pursuant to the Purchase Agreement, CT was required to contribute to
Newco $15,000,000 in cash for its 85% equity interest in Newco. After taking
into account CT's purchase of 66.66% of Marker Canada in June 1999 for
$1,025,501, CT contributed $13,974,499 to Newco in a combination of debt and
equity.

         In connection with the Purchase Agreement, the Company and CT entered
into an operating agreement which, among other things, grants CT an option (the
"Option") to purchase the Company's 15% equity interest in Newco at any time on
or after November 30, 2001 at the

                                       8

<PAGE>

then fair market value, subject to reduction in an amount equal to the sum of:
(a) any indemnity obligations of the Company to Newco, (b) all unreimbursed
advances from Newco for operating and administrative expenses (currently
estimated to be approximately $300,000 per year) and costs of defending
indemnifiable claims, if any, incurred by Newco, together with interest thereon,
(c) all advances by Newco to the Company to pay any income tax liability,
together with interest thereon, plus (d) $775,000. Thereafter, the Company will
be liquidated and the net proceeds of the exercise of the Option will be
distributed to the shareholders of the Company in liquidation. In determining
fair market value, all of CT's $15,000,000 contribution has been considered
equity.

         In connection with the Purchase Agreement, the Company reached
agreements-in-principle regarding the restructuring of its debt and the
treatment of such debt under a Plan of Reorganization with substantially all of
its creditors that were impaired under the Plan of Reorganization. On August 19,
1999, the Company, DNR North America, Inc. and DNR USA, Inc. (collectively, the
"Debtors") filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). On September 22, 1999, the Debtors filed the
First Amended Joint Chapter 11 Plan of Reorganization (as amended by the
Amendment to the First Amended Joint Chapter 11 Plan of Reorganization, dated as
of October 25, 1999, the "Plan") and a related disclosure statement (the
"Disclosure Statement"). By order dated September 22, 1999, the Bankruptcy Court
approved the Disclosure Statement as containing adequate information. The
Disclosure Statement and the Plan were subsequently distributed to the Debtors'
creditors and shareholders for approval, which approval was subsequently
obtained. On October 27, 1999, the Plan was confirmed by order of the Bankruptcy
Court (the "Confirmation Order"). Pursuant to the Confirmation Order, the
Bankruptcy Court approved the Plan and the Purchase Agreement on October 27,
1999. The Company did not distribute any securities in connection with the Plan.

         As a result of the events described above, the Company is no longer
engaged in the conduct of business and operates for the sole purpose of holding
and subsequently liquidating its assets (which consist almost entirely of its
equity interest in Newco). The Company is required to dissolve and liquidate all
of its assets no earlier than November 30, 2002, and no later than November 30,
2004. If the Option is not exercised prior to liquidation, then upon
liquidation, the shareholders of the Company will receive an equity interest in
Newco equal to each shareholder's pro rata share of the Company's remaining
equity interest in Newco.

         EXTRAORDINARY ITEM - GAIN ON EXTINGUISHMENT OF DEBT - For the period
April 1, 1999 to November 30, 1999, the Company recognized an extraordinary gain
of $15.4 million from the Company's restructuring of debt with Manufacturers and
Traders Trust Company ("M&T Bank"), KeyBank National Association ("KeyBank"),
the holder of the Company's Series A bonds and Hypo Vereinsbank (New York
branch). As of the Closing Date, Marker Germany had debts outstanding with Hypo
Vereinsbank and Deutsche Bank totaling $53.4 million. Pursuant to the Purchase
Agreement, Marker Germany was acquired by Newco and is no longer a subsidiary of
the Company.


                                       9

<PAGE>

         GAIN ON SALE OF ASSETS AND INVESTMENT IN NEWCO - For the period April
1, 1999 to November 30, 1999, the Company recognized a gain of $16.5 million
from the sale to Newco of substantially all of the Company's assets and the
assumption by Newco of certain of the Company's liabilities pursuant to the
Purchase Agreement.

         The Company has valued and accounted for its 15% equity interest in
Newco (the "Investment") based on the estimated liquidation value. Based upon
the sales price of substantially all of the assets, the initial liquidation
value was approximately $1.9 million. Changes in liquidation value to date are
recorded as unrealized gains or losses in each period. As of March 31, 2000,
based on a report by an independent appraiser, the Investment was valued at
approximately $2.840 million ($3.615 million less the $775,000 that will be
deducted from the purchase price if CT exercises the Option) which resulted in
an unrealized gain of $968,000 to the Company.

         As of March 31, 2001, based on a report by the same independent
appraiser, the Investment was valued at approximately $2.480 million ($3.255
million less the $775,000 that will be deducted from the purchase price if CT
exercises the Option) which resulted in an unrealized loss of $360,000 to the
Company. Such appraisal of the value of the Investment will continue to be
updated going forward on at least an annual basis and the accounting for the
Investment will be changed accordingly. The actual liquidation value of the
Company's 15% equity interest in Newco, when such liquidation occurs, may differ
materially from the estimated value recorded herein. The financial statements of
Newco as of March 31, 2001 will be filed by an amendment to this Form 10-K
within 180 days of March 31, 2001.

RESULTS OF CONTINUING OPERATIONS

THE PERIOD FROM APRIL 1, 1999 TO NOVEMBER 30, 1999 COMPARED TO FISCAL YEAR 1999

         Comparisons of the results of operations and related cash flows set
forth below for the period from April 1, 1999 to November 30, 1999, to the prior
fiscal year are not meaningful due to the consummation of the transactions
contemplated in the Purchase Agreement. As discussed in Note 1 to the financial
statements, the Company is no longer engaged in the conduct of business and
operates for the sole purpose of holding and subsequently liquidating its
assets. Since December 1, 1999, the Company's financial reporting is being made
in accordance with the liquidation basis of accounting. The following discussion
relates to the results of operations prior to December 1, 1999 (April 1, 1999 to
November 30, 1999), which are presented on a going-concern basis.

         Net sales for the period from April 1, 1999 to November 30, 1999
decreased to $34.1 million, compared to $74.2 million in fiscal year 1999. The
decrease in sales is primarily due to: (i) the sale of substantially all of the
Company's assets (including the equity securities of its subsidiaries) to Newco
on November 30, 1999, (ii) the licensing of soft good sales to Ski and Sports
Recreation Company, L.L.C. ("SSRC"), the licensee of Marker clothing and other
soft

                                       10

<PAGE>

goods, effective April 1, 1999, and (iii) lower sales in the United States due
to unseasonably warm weather and lower market share.

         Gross profit for the period from April 1, 1999 to November 30, 1999 was
$12.5 million, or 36.6% of net sales, compared to $19.5 million, or 26.3% of net
sales, for fiscal year 1999. The decrease in gross profit amount is due to the
decrease in sales, as explained above. The increase in the gross profit
percentage is due to: (i) personnel reductions at the manufacturing plant in
Germany, and (ii) the shutdown of the factory for a total of nineteen weeks of
the prior year which lowered the gross margin percentage for the prior year due
to unabsorbed overhead. The personnel reductions were a result of the
implementation of production efficiencies.

         Operating expenses for April 1, 1999 to November 30, 1999 decreased to
$13.1 million, compared to $35.5 million for fiscal year 1999. The decrease in
operating expenses is primarily due to: (i) the sale of substantially all of the
assets (including the equity securities of its subsidiaries) of the Company to
Newco on November 30, 1999, (ii) the licensing of soft good sales to SSRC, the
licensee of Marker clothing and other soft goods, effective April 1, 1999, and
(iii) cost reductions.

         Interest expense for the period from April 1, 1999 to November 30, 1999
decreased to $2.4 million, compared to $6.6 million for fiscal year 1999. This
decrease was attributable to lower borrowing requirements due to the sale of
substantially all of the Company's assets and the assumption of substantially
all of the Company's liabilities by Newco on November 30, 1999, and the
restructuring of Company debt pursuant to the Plan.

         Other income (loss) for period from April 1, 1999 to November 30, 1999
decreased to $(0.8) million, compared to $1.5 million for fiscal year 1999. The
decrease in other income (loss) is primarily due to realized and unrealized
foreign exchange losses of $(0.6) million for the period from April 1, 1999 to
November 30, 1999, compared to realized and unrealized foreign exchange gains of
$2.9 million for fiscal year 1999.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary cash needs are for its payroll and for the
professional fees incurred in preparing the Company's monthly financial
statements and in connection with its required SEC filings.

         The Company's sole source of working capital is advances from Newco.
Pursuant to the Purchase Agreement, Newco is obliged to lend up to $300,000
annually to the Company for its operations and associated expenses, at an
interest rate of 5%. This obligation extends until November 30, 2001, the second
anniversary of the Closing Date. As of March 31, 2001, the Company had received
$365,000 in advances from Newco. The Company believes that it will have adequate
financing to fund the required activities of the Company on an annual basis
until November 30, 2001, absent unanticipated or extraordinary circumstances. As
discussed in "Item 1


                                       11

<PAGE>

- Business," the funds advanced from Newco to the Company will reduce the amount
to be received by the Company upon the exercise of the Option, if the Option is
exercised. The Company currently has no commitments from any other party to fund
the Company's operations after November 30, 2001. If CT does not exercise its
Option on November 30, 2001, or shortly thereafter, the Company will be forced
to obtain capital to fund its operations from third parties other than Newco.
The Company may not be able to obtain the required funds on as favorable terms
as Newco's, or at all. If the Company is unable to obtain financing, there is no
guarantee it will be able to sustain its operations.

NEW ACCOUNTING PRONOUNCEMENTS

         In December 1999, the SEC staff released Staff Accounting Bulletin No.
101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 provides
interpretive guidance on the recognition, presentation and disclosure of revenue
in the financial statements. SAB 101 must be applied to the financial statements
no later than the fourth quarter of fiscal years ending after December 15, 2000.
The Company adopted SAB 101 during the year ended March 31, 2001, and it had no
impact on the Company's financial position.

         In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44 ("FIN 44") Accounting for Certain Transactions Involving
Stock Compensation, an Interpretation of APB Opinion No. 25. FIN 44 clarifies
the application of APB No. 25 for (a) the definition of employee for purposes of
applying APB No. 25, (b) the criteria for determining whether a plan qualifies
as a non-compensatory plan, (c) the accounting consequences of various
modifications to the terms of a previously fixed stock option or award, and (d)
the accounting for an exchange of stock compensation awards in a business
combination. FIN 44 is effective July 2, 2000, but certain conclusions cover
specific events that occur after either December 15, 1998, or January 12, 2000.
During the year ended March 31, 2001, the Company adopted FIN 44 in accounting
for stock options, and it had no impact on the Company's financial position.


OTHER MATTERS

         Pursuant to the Plan, the Company changed its name to MKR Holdings.
Pursuant to the Confirmation Order, the Company amended its articles of
incorporation and by-laws to satisfy the provisions of the Purchase Agreement,
the Plan and the Confirmation Order.

         Pursuant to the Plan, since November 30, 1999, the business and affairs
of the Company have been managed by, and under the direction of, a Board of
Directors, which consists of Kevin Hardy, Henry E. Tauber and Louis M. Alpern.
Until September 15, 2000, in addition to being a director and an officer of the
Company, Mr. Hardy served as the Chief Financial Officer and Secretary and a
director of Marker USA, a subsidiary of Newco.


                                       12

<PAGE>


         Effective October 27, 1999, the Company canceled all of its 1,531,800
outstanding stock options. Since such time, the Company has not granted stock
options in the Company.

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The Company is exposed to market risk, including various foreign
currency exchange rate and interest rate risks.

         FOREIGN CURRENCY EXCHANGE RATE RISK - The functional currency of Newco
is the Euro. As a result, the value of the Company's Investment in Newco is
subject to foreign currency fluctuations between the U.S. Dollar and the Euro
which could have a material impact on the fair value of the Company's
Investment.

         INTEREST RATE RISK - The Company no longer has any significant exposure
to market risks for changes in interest rates since the Company's borrowings
from Newco are at a fixed rate of 5%.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Refer to Consolidated Financial Statements included separately herein.


                                       13

<PAGE>


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         On April 20, 2001, Arthur Andersen LLP ("Andersen") resigned as the
Company's independent auditor. The decision to change auditors was approved by
the Company's Board of Directors.

         Andersen's report on the financial statements of the Company for each
of the past two fiscal years did not contain any adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles, except that: (i) for the consolidated financial
statements for the fiscal year ended March 31, 1999, the Company received an
opinion with an explanatory fourth paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern; and (ii) for the fiscal year
ended March 31, 2000, the Company's basis of accounting changed from a
going-concern basis of accounting to a liquidation basis of accounting.

         During the Company's two most recent fiscal years, and the subsequent
interim period through December 31, 2000, there were no disagreements with
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Andersen, would have caused Andersen to make
reference to the subject matter of the disagreements in connection with its
audit report with respect to financial statements of the Company.

         During the Company's two most recent fiscal years, and the subsequent
interim period through December 31, 2000, there was no disagreement or
difference of opinion with Andersen regarding any "reportable event," as that
term is defined in Item 304(a)(1)(v) of Regulation S-K.


                                       14

<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Due to the sale of substantially all of the assets of the Company,
including the common stock of all its subsidiaries, all of the Company's
employees were terminated on November 30, 1999. However, the majority of the
Company's employees continued their employment with the subsidiaries of Newco by
whom they were previously employed. The following table sets forth information
with respect to the executive officers and directors of the Company during
fiscal year 2001:

<TABLE>
<CAPTION>
                                                                   DATE
                                                                 APPOINTED
                                                                TO PRESENT        OTHER BUSINESS EXPERIENCE
             NAME                          TITLE         AGE     POSITION          DURING PAST FIVE YEARS
----------------------------       -------------------   ---    ----------   --------------------------------
<S>                                <C>                   <C>    <C>          <C>
Kevin Hardy                        President and a        37       1999      Chief Financial Officer of SOS Staffing
                                   Director of MKR                           Services, Inc. (2000-present); Chief
                                   Holdings                                  Financial Officer Marker USA
                                                                             (1991-2000) and Marker Ltd. (1991-1998)

Henry E. Tauber                    Director of MKR        60       1999      Chief Executive Officer and President
                                   Holdings                                  of Marker International, (1984-1998);
                                                                             Independent Consultant (1998-present)

Louis M. Alpern                    Director of MKR        53       1999      Eye Surgeon & Physician (1978-present)
                                   Holdings                                  and Medical Director of Vista Entre Las
                                                                             Fronteras (1985-present)
</TABLE>

---------------------------------

         Each executive officer is appointed by the Board of Directors and
serves at the request of the Board of Directors. Each member of the Board of
Directors is reimbursed by the Company for any expenses he incurs as a result of
attending Board and committee meetings.

                                       15

<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

         The following table sets forth the compensation paid or accrued by the
Company to, or on behalf of, its Chief Executive Officer and its four other most
highly-compensated executive officers who earned over $100,000 annually for
services rendered during the fiscal years 2001, 2000 and 1999 (collectively, the
"Named Executive Officers").

                                            SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                    ANNUAL COMPENSATION              LONG-TERM
                                          ---------------------------------------   COMPENSATION
                                                                                       AWARDS
                                                                   OTHER ANNUAL    ---------------
      NAME AND PRINCIPAL         FISCAL    SALARY      BONUS       COMPENSATION        OPTIONS       ALL OTHER (2)
           POSITION               YEAR        $          $               $                #          COMPENSATION
---------------------------     -------   ---------   -------    ----------------  ---------------   ------------
<S>                             <C>       <C>         <C>        <C>               <C>               <C>
Kevin Hardy                        2001     35,000       -               (1)               -                -
   President and Chief             2000     80,364     14,000            (1)               -              4,164
   Financial Officer of MKR        1999    167,137       -               (1)               -              3,250
   Holdings
</TABLE>


(1)      The amount of perquisites and other personal benefits received by the
         indicated officer did not exceed the lesser of $50,000 or 10% of the
         total annual salary and bonus for the year.

(2)      Amounts indicated pertain to Company contributions to the Company's
         401(k) retirement plan.

         During 1995, the Company entered into employment agreements with Premek
Stepanek, Managing Director of Marker Germany, and Dr. Wilhelm Fahrngruber,
Chairman and Managing Director of Marker Germany. Mr. Stepanek and Dr.
Fahrngruber received base salaries of $108,113 and $162,198, respectively during
fiscal year 2000. Dr. Fahrngruber's contract expired in 2000 and Mr. Stepanek's
contract expires in 2002. These employment agreements were assumed by Newco on
November 30, 1999 under the terms of the Purchase Agreement. The Company is no
longer a party to these agreements.

         On October 8, 1998, the Company entered into a five-year employment
agreement with Mr. Weaver providing for an annual base salary of $300,000. In
addition, on October 23, 1998, Mr. Weaver received options to purchase 900,000
shares of common stock of the Company at an exercise price of $0.50 per share,
the per share fair market value of the Company's common stock on that date. The
Company's employment agreement with Mr. Weaver was assumed by and subsequently
renegotiated by Newco as part of the terms of the Purchase Agreement.

         The Board of Directors has a Compensation Committee consisting of Henry
E. Tauber and Louis M. Alpern. The Compensation Committee's responsibilities
are: (a) to determine and approve compensation arrangements for Kevin Hardy, the
sole executive officer of the Company, and (b) to review and recommend director
and officer nominees for election by the Company's shareholders or the Board of
Directors, as the case may be. The Compensation Committee does not have a
procedure for considering nominees to the Board of Directors who have been
recommended by the shareholders.


                                       16

<PAGE>


AGGREGATED STOCK OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END
VALUES

         Effective October 27, 1999, the Company canceled all of its 1,531,800
outstanding stock options. Accordingly, from April 1, 1999 until October 27,
1999, none of the Named Executive Officers exercised stock options to acquire
shares of the Company's Common Stock.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of June 30, 2001 by: (i)
each person known by the Company to be the beneficial owner of five percent or
more of the Company's Common Stock, (ii) each of the Company's Directors, (iii)
each of the Named Executive Officers and (iv) all directors and executive
officers as a group.

<TABLE>
<CAPTION>

                                          NUMBER OF SHARES     PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER     BENEFICIALLY OWNED         CLASS
------------------------------------     ------------------         -----
<S>                                      <C>                   <C>
Ralano Family Partners, Ltd.
Attention: Louis M. Alpern
2201 N Stanton
El Paso, TX  79902-3211                      1,848,300              16.6%

DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
Henry E. Tauber                             4,326,055                39.0%
All directors and officers as a group       6,174,355                55.6%
</TABLE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the period from April 1, 1999 through November 30, 1999, and the
fiscal year 1999, Marker Japan purchased ski bindings and services totaling
approximately $56,000 and $66,000, respectively, from Isomura Seisakusho KK
("Isomura Seisakusho"), a company of which Eiichi Isomura, a shareholder and
former director of the Company, is the president, director and owner of more
than ten percent of the outstanding stock.

         Marker Japan leased office space in Tokyo, Japan, and received
distribution services from Isomura Sangyo, a company of which Eiichi Isomura, a
shareholder and former director of the Company, is the president, director and
owner of more than ten percent of the outstanding stock. In connection
therewith, for the period from April 1, 1999 to November 30, 1999 and for the
fiscal year 1999, Marker Japan made payments to Isomura Sangyo totaling
approximately $138,000 and $238,000, respectively.

                                       17

<PAGE>

         The Company purchased insurance through an insurance broker, Acordia
Northwest Inc., of which Graham S. Anderson, a former director of the Company,
was also a director. The Company incurred approximately $684,000 of premiums for
such insurance for fiscal year 1999.

         DNR Sportsystem, Ltd., a former subsidiary of the Company, purchased
snowboards from an affiliated entity, of which Gregor Furrer & Partner Holding
AG, a former minority shareholder of DNR Sportsystem, Ltd., was a partner.
Snowboards purchased from the related party totaled approximately $900,000
during 1999.

         On August 24, 1998, Henry E. Tauber, former president and chief
executive officer of the Company and a member of the Company's Board of
Directors, purchased 1,000,000 shares of the Company's Series B Preferred Stock,
$0.01 par value (the "Preferred Stock"), for a purchase price of $3,000,000.
Allen & Company Incorporated, an investment banking firm, provided a report on
the transaction to the Board of Directors, concluding that the terms of the sale
of the Preferred Stock were fair and reasonable, and no less favorable to the
Company than those that could be obtained from an unrelated third party making a
similar investment in the Company.

                                       18

<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

<TABLE>
<CAPTION>
                                                                                                PAGE
                                                                                              REFERENCE
                                                                                              ---------
<S>      <C>                                                                                  <C>
(a)  1.  FINANCIAL STATEMENTS
         --------------------
         The following consolidated financial statements required by
         Part II, Item 8, are included in Part IV of this report.

         MKR HOLDINGS
         ------------
         Report of BDO Seidman LLP Independent Public Accountants                                F-1
         Report of Arthur Andersen LLP Independent Public Accountants                            F-2
         Statements of Net Assets in Liquidation as of March 31, 2001 and 2000                   F-3
         Statements of Changes in Net Assets in Liquidation for the
              Period from December 1, 1999 to March 31, 2000 and for
              the Fiscal Year Ended March 31, 2001                                               F-3
         Consolidated Statements of Operations for the Fiscal Year
              Ended March 31, 1999 and for the Period from April 1,
              1999 to November 30, 1999                                                          F-4
         Consolidated Statements of Shareholders' (Deficit) Equity
              for the Fiscal Year Ended March 31, 1999 and for the
              Period from April 1, 1999 to November 30, 1999                                     F-5
         Consolidated Statements of Cash Flows for the Fiscal Year
              Ended March 31, 1999 and for the Period from April 1,
              1999 to November 30, 1999                                                          F-6
         Notes to Financial Statements                                                           F-7

         MARKER INTERNATIONAL GMBH
         -------------------------
         The Financial Statements of Newco will be filed through an
         Amendment to this Form 10-K within 180 days of March 31,
         2001.

     2.  FINANCIAL STATEMENT SCHEDULE
         ----------------------------
         Report of Independent Public Accountants on Financial Statement Schedule                 22
         Schedule II - Valuation and Qualifying Accounts                                          23
</TABLE>

                                       19


<PAGE>


         3.              LIST OF EXHIBITS
                         ----------------

                 3.1     Third Amended and Restated Articles of Incorporation of
                         Marker International, accepted on December 7, 1999 by
                         the Secretary of State of Utah, changing name to MKR
                         Holdings (Filed as exhibit 3.1 to the Company's
                         Form 10-Q filed on February 14, 2000 and incorporated
                         herein by reference).

                 3.2     Second Amended and Restated Bylaws of Marker
                         International, adopted on December 7, 1999, changing
                         name to MKR Holdings (Filed as exhibit 3.2 to the
                         Company's Form 10-Q filed on February 14, 2000 and
                         incorporated herein by reference).

                 4.1     Form of Certificate representing Common Stock (Filed as
                         exhibit 4.1 to the Company's Form S-1 Registration
                         Statement, Amendment No. 1 dated July 14, 1994 (File
                         No. 33-80100) and incorporated herein by reference).

               10.33     Shareholders' Agreement between CT Sports Holding AG
                         and Marker International and Marker Canada dated June
                         18, 1999 (Filed as exhibit 10.1 to Form 8-K filed on
                         July 2, 1999 and incorporated herein by reference).

               10.34     Asset Purchase Agreement dated as of July 30, 1999
                         between Marker International and Marker International
                         GmbH (Filed as exhibit 2.1 to the Company's Form 8-K
                         filed August 6, 1999 and incorporated herein by
                         reference).

               10.35     Amendment to the Asset Purchase Agreement, dated as of
                         September 20, 1999, by and between Marker
                         International, as seller, and Marker International
                         GmbH, as buyer (Filed as exhibit 10.1 to the Company's
                         Form 8-K filed on November 12, 1999 and incorporated
                         herein by reference).

               10.36     Petition for relief under Chapter 11 of the United
                         States Bankruptcy Code by Marker International, DNR
                         USA, Inc. and DNR North America, Inc. filed on August
                         19, 1999 with the United States Bankruptcy Court for
                         the District of Delaware and incorporated herein by
                         reference.

                                       20

<PAGE>


               10.37     Confirmation of the petition for relief under Chapter
                         11 of the United States Bankruptcy Code by Marker
                         International, DNR USA, Inc. and DNR North America,
                         Inc. on October 27, 1999 by the United States
                         Bankruptcy Court for the District of Delaware (Filed
                         as exhibit 2.1 to the Company's Form 8-K filed on
                         November 12, 1999 and incorporated herein by
                         reference).

               10.38     Operating Agreement dated as of November 30, 1999
                         between Marker International GmbH, CT Sports Holding AG
                         and Marker International (Filed as exhibit 4.1 to the
                         Company's Form 8-K/A filed on December 13, 1999 and
                         incorporated herein by reference).

               10.39     First Amended Joint Chapter 11 Plan of Reorganization
                         of Marker International, DNR USA, Inc. and DNR North
                         America, Inc., dated September 22, 1999 (Filed as
                         exhibit 2.2 to the Company's Form 8-K filed on November
                         12, 1999 and incorporated herein by reference).

               10.40     Amendment to First Amended Joint Chapter 11 Plan of
                         Reorganization dated as of October 25, 1999 (Filed as
                         exhibit 2.6 of the Company's Form 10-Q filed on
                         November 12, 1999 and incorporated herein by
                         reference).

               10.41     Disclosure Statement for the Plan dated September 22,
                         1999 (Filed as exhibit 2.5 of the Company's Form 10-Q
                         filed on November 12, 1999 and incorporated herein by
                         reference).

               21.1      Subsidiaries of the Registrant.*

(b)                      REPORTS FILED ON FORM 8-K:
                         --------------------------
                         Current report on Form 8-K filed on April 27, 2001,
                         reporting change in Company's independent auditors

-----------------------------
* filed herewith


                                       21

<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                         ON FINANCIAL STATEMENT SCHEDULE

To MKR Holdings:

We have audited in accordance with auditing standards generally accepted in the
United States, certain consolidated financial statements of MKR Holdings
included in this Form 10-K, and have issued our report thereon dated July 7,
2000. Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule II is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

Salt Lake City, Utah
July 7, 2000



                                       22

<PAGE>


                                  MKR HOLDINGS
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                BALANCE AT
                               BEGINNING OF                              AMOUNTS                             BALANCE AT END
                                  PERIOD            PROVISIONS         WRITTEN OFF         OTHER (1)           OF PERIOD
                               ------------       --------------     ---------------     -------------      ------------
<S>                            <C>                <C>                <C>                 <C>                <C>
FOR THE PERIOD FROM
APRIL 1, 1999 TO
NOVEMBER 30, 1999

Allowance for doubtful
   accounts                     $    1,721          $     166           $    (134)          $ (1,753)          $        0

FOR THE YEAR ENDED
MARCH 31, 1999

Allowance for doubtful
   accounts                     $    1,697          $   1,847           $  (1,691)          $   (132)          $    1,721
</TABLE>






(1)  The allowance for doubtful accounts is translated to U.S. Dollars at the
     exchange rate at the end of a reporting period. The provisions and amounts
     written off are translated at the weighted-average rates of exchange
     prevailing during the reporting period. Amounts classified as "other"
     represent the effects of foreign currency translation on the allowance
     amount for the period. For the period from April 1, 1999 through
     November 30, 1999, the amount classified as "other" is primarily due to
     the transfer of the balances of the allowance for doubtful accounts for
     the subsidiaries to Newco.


                                       23

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Salt
Lake and the State of Utah on July 16, 2001.

                              MKR HOLDINGS
                              ------------

                                By:      /s/ Kevin Hardy
                                   ---------------------
                                         Kevin Hardy
                                         President and Chief Financial Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          SIGNATURE                                TITLE                             DATE
          ---------                                -----                             ----
<S>                          <C>                                                 <C>
       /s/ Kevin Hardy       President (Principal Executive Officer) and
---------------------------  Chief Financial Officer (Principal Financial and
         Kevin Hardy         Accounting Officer)                                 JULY 16, 2001



     /s/ Henry E. Tauber     Director                                            JULY 16, 2001
---------------------------
       Henry E. Tauber

     /s/ Louis M. Alpern     Director                                            JULY 16, 2001
---------------------------
       Louis M. Alpern
</TABLE>



                                       24

<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To MKR Holdings:

We have audited the statement of net assets in liquidation of MKR Holdings (a
Utah corporation) (the "Company") as of March 31, 2001 and the related statement
of changes in net assets in liquidation for the fiscal year ended March 31,
2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

As described in Note 1 to the financial statements, the shareholders approved a
plan of liquidation on November 30, 1999, in connection with the sale of
substantially all of its operating assets. As a result, the Company has changed
its basis of accounting for periods subsequent to November 30, 1999 from the
going-concern basis to the liquidation basis.

In our opinion, the financial statements referred to above present fairly, in
all material respects, MKR Holdings' net assets in liquidation as of March 31,
2001, and the changes in the net assets in liquidation for the fiscal year ended
March 31, 2001 in conformity with accounting principles generally accepted in
the United States on the bases described in the preceding paragraph.

BDO SEIDMAN, LLP

Los Angeles, CA
June 25, 2001


                                      F-1

<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To MKR Holdings:

We have audited the statement of net assets in liquidation of MKR Holdings (a
Utah corporation) (the "Company") as of March 31, 2000 and the related statement
of changes in net assets in liquidation for the period from December 1, 1999 to
March 31, 2000. In addition, we have audited the consolidated statements of
operations, shareholders' (deficit) equity and cash flows for the year ended
March 31, 1999 and for the period from April 1, 1999 to November 30, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

As described in Note 1 to the financial statements, the stockholders approved a
plan of liquidation on November 30, 1999, in connection with the sale of
substantially all of its operating assets. As a result, the Company has changed
its basis of accounting for periods subsequent to November 30, 1999 from the
going-concern basis to a liquidation basis.

In our opinion, the financial statements referred to above present fairly, in
all material respects, MKR Holdings' net assets in liquidation as of March 31,
2000, and the changes in the net assets in liquidation for the period from
December 1, 1999 to March 31, 2000 and the results of their operations and their
cash flows for the year ended March 31, 1999 and for the period from April 1,
1999 to November 30, 1999 in conformity with accounting principles generally
accepted in the United States on the bases described in the preceding paragraph.

ARTHUR ANDERSEN LLP

Salt Lake City, Utah
July 7, 2000

                                      F-2

<PAGE>



                                  MKR HOLDINGS
                     STATEMENTS OF NET ASSETS IN LIQUIDATION
                          AS OF MARCH 31, 2001 and 2000
                  (Dollars in Thousands, except per share data)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

                                                                                        2001             2000
                                                                                        ----             ----
<S>                                                                                <C>              <C>
Assets:
     Cash and cash equivalents                                                     $          261   $           66
     Prepaid insurance                                                                         29               -
     Investment in Marker International GmbH                                                2,480            2,840
                                                                                   --------------   --------------
Total assets in liquidation                                                                 2,770            2,906
                                                                                   --------------   --------------

Liabilities:
     Accounts payable and accrued liabilities                                                 321              183
     Advances payable to Marker International GmbH                                            365               55
                                                                                   --------------   --------------
Total liabilities in liquidation                                                              686              238
                                                                                   --------------   --------------
Net assets in liquidation                                                          $        2,084   $        2,668
                                                                                   ==============   ==============

Net assets in liquidation per common share (based on 11,102,077 common shares
    outstanding at March 31, 2001 and 11,120,577 common shares outstanding at
    March 31, 2000)                                                                $           .19  $           .24
                                                                                   ===============  ===============
</TABLE>

                                  MKR HOLDINGS
               STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                      FISCAL             PERIOD FROM
                                                                                       YEAR             DECEMBER 1,
                                                                                      ENDED               1999 TO
                                                                                  MARCH 31, 2001       MARCH 31, 2000
                                                                                  --------------       --------------
<S>                                                                            <C>                   <C>
Unrealized gain/(loss) on investment in Marker International
  GmbH                                                                         $            (360)    $            968
                                                                               ------------------    ----------------
General and administrative expenses                                                         (224)                (196)
                                                                               -----------------     ----------------
Net change in net assets for the period                                                     (584)                 772

Net assets at Beginning of Period or Year                                                  2,668                1,896
                                                                               -----------------     ----------------
Net assets at End of Period or Year                                            $           2,084     $          2,668
                                                                               =================     ================
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-3


<PAGE>

                                  MKR HOLDINGS
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                FISCAL
                                                        APRIL 1, 1999         YEAR ENDED
                                                         TO NOVEMBER           MARCH 31,
                                                           30, 1999              1999
                                                           --------              ----
<S>                                                     <C>                   <C>
     NET SALES                                            $    34,140         $    74,167
     COST OF SALES                                             21,635              54,638
                                                          -----------         -----------
     GROSS PROFIT                                              12,505              19,529
                                                          -----------         -----------
     OPERATING EXPENSES:
          Selling                                               5,305              15,275
          General and administrative                            5,468              15,401
          Research and development                              1,170               2,756
          Warehousing and shipping                              1,160               2,020
                                                          -----------         -----------
                                                               13,103              35,452
                                                          -----------         -----------
     OPERATING LOSS                                              (598)            (15,923)
                                                          -----------         -----------
     OTHER INCOME (EXPENSE):
          Interest expense                                     (2,392)             (6,637)
          Other, net                                             (796)              1,508
                                                          -----------         -----------
                                                               (3,188)             (5,129)
                                                          -----------         -----------
     LOSS FROM CONTINUING OPERATIONS
      BEFORE REORGANIZATION ITEMS AND
      INCOME TAXES                                             (3,786)            (21,052)

     REORGANIZATION ITEMS:
          Gain on sale of substantially all assets             16,537                   -
          Professional fees                                    (1,367)                  -
          Other general and administrative expenses              (119)                  -
                                                          -----------         -----------
                                                               15,051                   -
                                                          -----------         -----------
     INCOME (LOSS) FROM CONTINUING OPERATIONS
      BEFORE INCOME TAXES                                      11,265             (21,052)
     PROVISION FOR INCOME TAXES                                   (12)             (1,458)
                                                          -----------         -----------
     INCOME (LOSS) FROM CONTINUING OPERATIONS                  11,253             (22,510)
                                                          -----------         -----------
     DISCONTINUED OPERATIONS:
          Loss from operations of discontinued snowboard
             business, net of income taxes                         -               (1,484)
          Gain (loss) on disposal of snowboard business         1,634             (24,024)
                                                          -----------         -----------
     INCOME (LOSS) FROM DISCONTINUED OPERATIONS                 1,634             (25,508)
                                                          -----------         -----------
     INCOME (LOSS) BEFORE EXTRAORDINARY ITEM                   12,887             (48,018)
                                                          -----------         -----------
     EXTRAORDINARY ITEM - GAIN ON RESTRUCTURING OF DEBT
          (net of income taxes of $0)                          15,422                   -
                                                          -----------         -----------
     NET INCOME (LOSS)                                    $    28,309         $   (48,018)
                                                          ===========         ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-4

<PAGE>


                                  MKR HOLDINGS
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY
   FOR THE PERIOD FROM APRIL 1, 1999 TO NOVEMBER 30, 1999 AND THE FISCAL YEAR
                              ENDED MARCH 31, 1999
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                                      ACCUMULATED
                                                                         ADDITIONAL    ACCUMULATED       OTHER          TOTAL
                                                  COMMON STOCK             PAID-IN      EARNINGS     COMPREHENSIVE   SHAREHOLDERS'
                                              SHARES        AMOUNT         CAPITAL      (DEFICIT)    INCOME (LOSS)  EQUITY (DEFICIT)
                                              ------        ------         -------      ---------    -------------  ----------------
<S>                                          <C>           <C>         <C>            <C>            <C>            <C>
BALANCE, MARCH 31, 1998                      11,130,577    $    111    $     36,299   $  (16,471)     $    (7,532)   $    12,407
Comprehensive Loss:
    Net loss                                        -            -               -       (48,018)              -         (48,018)
    Foreign currency translation                    -            -               -            -             5,979          5,979
    Total comprehensive loss                        -            -               -            -                -         (42,039)
Preferred stock dividends                           -            -               -          (169)              -            (169)
Common stock issued for services                 10,000          -               12           -                -              12
                                             ----------  ---------- ---------------   ----------      -----------    -----------
BALANCE, MARCH 31, 1999                      11,140,577         111          36,311      (64,658)          (1,553)       (29,789)
Comprehensive Income:
    Net loss                                        -            -               -        (3,298)              -          (3,298)
    Foreign currency translation                    -            -               -            -             1,553          1,553
    Sale of 66.66% of Marker Canada                 -            -              425           -                -             425
    Gain on sale of substantially all
     assets                                         -            -               -        16,537               -          16,537
    Elimination of Preferred Stock                  -            -            1,500           -                -           1,500
    Extraordinary gains                             -            -               -        15,422               -          15,422
    Total comprehensive income                      -            -               -            -                -          32,139
Preferred stock dividends                           -            -               -          (102)              -            (102)
Common stock canceled                           (20,000)         -               -            -                -              -
                                             ----------  ----------    ------------   ----------      -----------    ----------
BALANCE, NOVEMBER 30, 1999                   11,120,577    $    111    $     38,236   $  (36,099)     $        -     $     2,248
                                             ==========  ==========    ============   ==========      ===========    ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-5

<PAGE>

                                  MKR HOLDINGS
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                             APRIL 1, 1999       FISCAL YEAR
                                                                              TO NOVEMBER        ENDED MARCH
                                                                                30, 1999           31, 1999
                                                                                --------           --------
<S>                                                                          <C>                 <C>
     CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income (loss)                                                  $      28,309     $    (48,018)
         Adjustments to reconcile net income (loss) to net cash provided
              by (used in) operating activities:
           Extraordinary gain on debt restructuring                               (15,422)                 -
           Gain on sale of substantially all assets                               (16,537)                 -
           Depreciation and amortization                                            2,956               5,151
           Loss from write down of goodwill and intangibles                            -                8,000
           Loss (gain) on sale of property, plant and equipment                       175                 959
           Change in assets and liabilities (net of amounts acquired):
               Accounts receivable, net                                           (20,945)              9,912
               Inventories                                                           (817)             19,464
               Prepaid and other assets                                              (182)              5,521
               Accounts payable                                                     1,191                 214
               Other current liabilities                                            3,897               3,756
                                                                                 --------          ----------
     NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                          (17,375)              4,959
                                                                                 --------          ----------
     CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchases of property, plant and equipment                                (1,209)             (3,635)
         Proceeds from disposition of equipment                                       170               4,579
                                                                                 --------          ----------
     NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                           (1,039)                944
                                                                                 --------          ----------
     CASH FLOWS FROM FINANCING ACTIVITIES:
         Net borrowings (repayments) on notes payable to banks                     13,340              (1,912)
         Issuance of preferred stock                                                   -                3,000
         Issuance of common stock, net of issuance costs                               -                   12
         Proceeds from issuance of long-term debt                                      -                  393
         Principal payments on long-term debt                                          -              (10,443)
                                                                                 --------          ----------
     NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                           13,340              (8,950)
                                                                                 --------          ----------
     Effect of foreign exchange rate changes on cash                                 (439)              4,353
                                                                                 --------          ----------
     Net increase (decrease) in cash and cash equivalents                          (5,513)              1,306
     Cash and cash equivalents at beginning of period                               5,547               4,241
                                                                                 --------          ----------
     CASH AND CASH EQUIVALENTS AT END OF PERIOD                                  $     34          $    5,547
                                                                                 ========          ==========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-6

<PAGE>

                                  MKR HOLDINGS
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

         MKR Holdings is no longer engaged in the conduct of business and
operates for the sole purpose of holding and subsequently liquidating its assets
(which consist almost entirely of its equity interest in Marker International
GmbH ("Newco"). Prior to November 30, 1999, MKR Holdings, then Marker
International (the "Company") was a holding company which operated its business
through its subsidiaries, Marker Germany, Marker USA, Marker Ltd., Marker Japan,
Marker Austria and Marker Canada.

         On November 30, 1999 (the "Closing Date"), the Company sold
substantially all of its assets (including the equity securities of its
subsidiaries) to Newco, a GmbH organized under the laws of Switzerland, pursuant
to an asset purchase agreement (as amended by the Amendment to the Asset
Purchase Agreement dated as of September 20, 1999, the "Purchase Agreement")
between the Company and Newco. In exchange, Newco assumed substantially all of
the liabilities of the Company and the Company received a 15% equity interest in
Newco. The remaining 85% equity interest in Newco is held by CT Sports Holding
AG ("CT"), a joint venture between Tecnica S.p.A. and H.D. Cleven, the principal
shareholder of the Volkl Group. Pursuant to the purchase agreement, CT was
required to contribute to Newco $15,000,000 in cash for its 85% equity interest
in Newco. After taking into account CT's purchase of 66.66% of Marker Canada in
June 1999 for $1,025,501, CT contributed $13,974,499 to Newco in a combination
of debt and equity.

         In connection with the Purchase Agreement, the Company and CT entered
into an operating agreement which, among other things, grants CT an option (the
"Option") to purchase the Company's 15% equity interest in Newco at any time on
or after November 30, 2001 at the then fair market value, subject to reduction
in an amount equal to the sum of: (a) any indemnity obligations of the Company
to Newco, (b) all unreimbursed advances from Newco for operating and
administrative expenses (currently estimated to be approximately $300,000 per
year) and costs of defending indemnifiable claims, if any, incurred by Newco,
together with interest thereon, (c) all advances by Newco to the Company to pay
any income tax liability, together with interest thereon, plus (d) $775,000.
Thereafter, the Company will be liquidated and the net proceeds of the exercise
of the Option will be distributed to the shareholders of the Company in
liquidation. In determining fair market value, all of CT's $15,000,000
contribution has been considered equity.

         In connection with the Purchase Agreement, the Company reached
agreements-in-principle regarding the restructuring of its debt and the
treatment of such debt under a Plan of Reorganization with substantially all of
its creditors that were impaired under the Plan of Reorganization. On August 19,
1999, the Company, DNR North America, Inc. and DNR USA, Inc. (collectively, the
"Debtors") filed voluntary petitions for relief under Chapter 11 of the

                                      F-7

<PAGE>

                                  MKR HOLDINGS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

United States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"). On September 22, 1999, the
Debtors filed the First Amended Joint Chapter 11 Plan of Reorganization (as
amended by the Amendment to the First Amended Joint Chapter 11 Plan of
Reorganization, dated as of October 25, 1999, the "Plan") and a related
disclosure statement (the "Disclosure Statement"). By order dated September 22,
1999, the Bankruptcy Court approved the Disclosure Statement as containing
adequate information. The Disclosure Statement and the Plan were subsequently
distributed to the Debtors' creditors and shareholders for approval, which
approval was subsequently obtained. On October 27, 1999, the Plan was confirmed
by order of the Bankruptcy Court (the "Confirmation Order"). Pursuant to the
Confirmation Order, the Bankruptcy Court approved the Plan and the Purchase
Agreement on October 27, 1999. The Company did not distribute any securities in
connection with the Plan.

         As a result of the events described above, the Company is no longer
engaged in the conduct of business and operates for the sole purpose of holding
and subsequently liquidating its assets (which consist almost entirely of its
equity interest in Newco). The Company is required to dissolve and liquidate all
of its assets no earlier than November 30, 2002, and no later than November 30,
2004. If the Option is not exercised prior to liquidation, then upon
liquidation, the shareholders of the Company will receive an equity interest in
Newco equal to each shareholder's pro rata share of the Company's remaining
equity interest in Newco.

EXTRAORDINARY ITEM - GAIN ON EXTINGUISHMENT OF DEBT

         For the period April 1, 1999 to November 30, 1999, the Company
recognized an extraordinary gain of $15.4 million from the Company's
restructuring of debt with Manufacturers and Traders Trust Company ("M&T Bank"),
KeyBank National Association ("KeyBank"), the holder of the Company's Series A
bonds and Hypo Vereinsbank (New York branch). As of the Closing Date, Marker
Germany had debts outstanding with Hypo Vereinsbank and Deutsche Bank totaling
$53.4 million. Pursuant to the Purchase Agreement, Marker Germany was acquired
by Newco and is no longer a subsidiary of the Company.

GAIN ON SALE OF ASSETS AND INVESTMENT IN NEWCO

         For the period April 1, 1999 to November 30, 1999, the Company
recognized a gain of $16.5 million from the sale to Newco of substantially all
of the Company's assets and the assumption by Newco of certain of the Company's
liabilities pursuant to the Purchase Agreement.

         The Company has valued and accounted for its 15% equity interest in
Newco (the "Investment") based on the estimated liquidation value. Based upon
the sales price of substantially all of the assets, the initial liquidation
value was approximately $1.9 million. Changes in liquidation value to date are
recorded as unrealized gains or losses in each period. As of March 31, 2000,
based on a report by an independent appraiser, the Investment was valued at
approximately $2.840 million ($3.615 million less the $775,000 that will be
deducted from the

                                      F-8

<PAGE>

                                  MKR HOLDINGS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

purchase price if CT exercises the Option) which resulted in an unrealized gain
of $968,000 to the Company.

         As of March 31, 2001, based on a report by the same independent
appraiser, the Investment was valued at approximately $2.480 million ($3.255
million less the $775,000 that will be deducted from the purchase price if CT
exercises the Option) which resulted in an unrealized loss of $360,000 to the
Company. Such appraisal of the value of the Investment will continue to be
updated going forward on at least an annual basis and the accounting of the
Investment will be adjusted accordingly. The actual liquidation value of the
Company's 15% equity interest in Newco, when such liquidation occurs, may differ
materially from the estimated value recorded herein. The financial statements of
Newco as of March 31, 2001 will be filed by an amendment to this Form 10-K
within 180 days of March 31, 2001.

BASIS OF PRESENTATION

         In connection with the sale of the Company's assets, the Company
adopted the liquidation basis of accounting effective December 1, 1999. Under
this basis of accounting, assets and liabilities are stated at their estimated
net realizable value. The financial statements prior to December 1, 1999 were
presented on a going-concern basis.

DISCONTINUED OPERATIONS

         On September 10, 1998, the Board of Directors authorized the
disposition of the snowboard operations of the Company. On December 14, 1998,
the Company sold its 80% interest in DNR Sportsystem Ltd. for nominal
consideration and the elimination of all outstanding intercompany balances. On
December 31, 1998, the Company sold the building and land that housed the
Company's snowboard manufacturing operations for $3.1 million. On January 14,
1999, the Company's leased snowboard manufacturing equipment was disposed of
through an auction and the net proceeds of the auction were paid to the
equipment lessor. As of September 30, 1999, the Company had substantially
completed the process of exiting the snowboard business.

         Revenues from the discontinued operations were approximately $3.3
million for the fiscal year ended 1999. The loss from operations of discontinued
snowboard business has been reflected net of income taxes of $0 and $134,000 for
the period from April 1, 1999 to November 30, 1999 and the fiscal year ended
March 31, 1999, respectively. The loss on disposal of the snowboard business
reflected in the consolidated statements of operations includes the write-down
of assets and the costs of disposing of these operations. The significant
components of this loss include the write-off of intangible assets, the loss on
the sale of the Company's investment in DNR Sportsystem Ltd., realization of
foreign currency translation losses, write-down of inventories and receivables,
losses on terminating non-cancelable operating leases and write-down of property
and equipment.

                                      F-9

<PAGE>

                                  MKR HOLDINGS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

PERVASIVENESS OF ESTIMATES

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CONSOLIDATION

         The consolidated financial statements include the accounts of MKR
Holdings and its subsidiaries through November 30, 1999, at which time
substantially all of the assets of the Company, including all of the stock of
the subsidiaries, were sold to Newco. All material intercompany accounts and
transactions have been eliminated in consolidation as of November 30, 1999.

FOREIGN CURRENCY TRANSLATION

         The functional currency for the Company's foreign operations which were
sold on November 30, 1999 (see "Purchase Agreement with Newco" above) was the
applicable local currency: Marker Germany - Deutsche Marks, Marker Japan -
Japanese Yen, Marker Canada - Canadian Dollars and Marker Austria - Austrian
Schillings. The statements of operations of foreign subsidiaries were translated
into U.S. Dollars in accordance with Statement of Financial Accounting Standards
(SFAS) No. 52. Income and expense items were translated at the weighted-average
rates of exchange prevailing during the period. Translation gains and losses are
reflected as a separate component of shareholders' (deficit) equity as
"accumulated other comprehensive loss."

                                      F-10

<PAGE>

                                  MKR HOLDINGS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment were recorded at cost. Major additions
and improvements were capitalized, while costs for minor replacements,
maintenance and repairs that did not increase the useful life of an asset were
expensed as incurred.

         For financial reporting purposes, the provision for depreciation and
amortization was determined using the straight-line method based on the expected
remaining economic useful lives of the assets as follows:

<TABLE>
<CAPTION>
                     DESCRIPTION                                 USEFUL LIVES
                     -----------                                 ------------
<S>                                                              <C>
Machinery and equipment                                          2 - 10 years
Furniture, fixtures and office equipment                         2 - 10 years
Building and improvements                                        2 - 40 years
</TABLE>

INTANGIBLE ASSETS

         As of March 31, 1999, intangible assets consisted of the distribution
rights for Tecnica and Volkl products that were purchased in January 1998 as
part of the process of establishing a new distribution entity in Canada. These
assets were amortized using the straight-line method over three years. At March
31, 1999, accumulated amortization on intangible assets was approximately
$173,000.

         As part of the Company's exit from the snowboard business in fiscal
year 1999, the Company wrote-off the remaining intangible assets of $8.0
million. These write-offs have been classified as part of the loss on
discontinued operations.

                                      F-11

<PAGE>

                                  MKR HOLDINGS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS

         In December 1999, the SEC staff released Staff Accounting Bulletin No.
101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 provides
interpretive guidance on the recognition, presentation and disclosure of revenue
in the financial statements. SAB 101 must be applied to the financial statements
no later than the fourth quarter of fiscal years ending after December 15, 2000.
The Company adopted SAB 101 during the year ended March 31, 2001, and it had no
impact on the Company's financial position.

         In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44 ("FIN 44") Accounting for Certain Transactions Involving
Stock Compensation, an Interpretation of APB Opinion No. 25. FIN 44 clarifies
the application of APB No. 25 for (a) the definition of employee for purposes of
applying APB No. 25, (b) the criteria for determining whether a plan qualifies
as a non-compensatory plan, (c) the accounting consequences of various
modifications to the terms of a previously fixed stock option or award, and (d)
the accounting for an exchange of stock compensation awards in a business
combination. FIN 44 is effective July 2, 2000, but certain conclusions cover
specific events that occur after either December 15, 1998, or January 12, 2000.
During the year ended March 31, 2001, the Company adopted FIN 44 in accounting
for stock options, and it had no impact on the Company's financial position.

ADVERTISING

         The Company expensed advertising costs when the advertising first
occurred. For the period from April 1, 1999 to November 30, 1999, and the fiscal
year ended March 31, 1999, advertising expenses totaled approximately $0.5
million and $3.9 million, respectively.

INCOME TAXES

         The Company recognizes deferred income tax assets or liabilities for
expected future tax consequences of events that have been recognized in the
financial statements or tax returns in different periods. Under this method,
deferred income tax assets or liabilities are determined based upon the
difference between the financial and income tax bases of assets and liabilities
using enacted tax rates expected to apply when differences are expected to be
settled or realized.

NOTE 2. NOTES PAYABLE TO BANKS AND LONG-TERM DEBT

         The Company's sole source of working capital is advances from Newco.
Pursuant to the Purchase Agreement, Newco is obliged to lend up to $300,000
annually to the Company for its operations and associated expenses. This
obligation extends until November 30, 2001, the second anniversary of the
Closing Date. The Company currently has no commitments to fund its operations
subsequent to November 30, 2001. As of March 31, 2001, the Company had received
$365,000 in advances from Newco. The Company believes that $300,000 should be
adequate to fund the required activities of the Company on an annual basis until
November 30, 2001, absent unanticipated or extraordinary circumstances. The
funds advanced from Newco to the Company

                                      F-12

<PAGE>

                                  MKR HOLDINGS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

will reduce the value to be received by the Company upon its liquidation. The
interest rate for advances from Newco is 5.0%.

         For the year ended March 31, 1999, the weighted-average interest rate
on short-term borrowings outstanding at year end was 5.4 percent; the maximum
short-term borrowing amount outstanding during such year was $78.9 million; the
average amount outstanding during the year was $64.4 million; and the
weighted-average interest rate during such year was 6.3 percent.

         Total cash paid for interest during the period ended November 30, 1999,
and the fiscal year ended 1999, was approximately $2,022,000 and $6,358,000,
respectively.

NOTE 3. INCOME TAXES

         The Company's U.S. and foreign subsidiaries and certain assets and
liabilities of the Company were transferred to Newco effective November 30,
1999, as described in Note 1. The Company filed a U.S. consolidated federal
return with its U.S. subsidiaries for the year ended March 31, 1999. For the
year ended March 31, 2000, the Company filed a U.S. consolidated federal return
containing the Company's financial results through March 31, 2000 and the
Company's U.S. subsidiaries' financial results through November 30, 1999. The
U.S. subsidiaries filed separate U.S. tax returns for subsequent periods
beginning December 1, 1999. As a result of the disaffiliation of the Company's
U.S. and foreign subsidiaries as of November 30, 1999, for the year ended March
31, 2001 (and all subsequent years), the Company will file a U.S. federal tax
return containing only the Company's financial results.

         For U.S. tax purposes, the transfer of the Company's U.S. and foreign
subsidiaries and certain assets and liabilities has been treated as a tax-free
exchange of the assets transferred for the 15% interest in Newco received by the
Company. For financial reporting purposes, the transfer has been treated as a
sale. Additionally, for U.S. tax purposes, Newco is treated as a foreign
partnership and as a result, the Company includes its percentage share of
Newco's income or loss each year in its U.S. tax return. A difference between
the tax and the financial reporting basis of the Company's investment in Newco
has been reflected as a component of the net deferred tax assets of the Company.
This difference in basis consists of: (1) the original differences in basis as
of November 30, 1999, (2) the increase or decrease in book basis attributable to
the mark-to-market adjustment made each year to the investment for financial
reporting purposes, and (3) the increase or decrease in tax basis attributable
to the Company's percentage share of Newco's income or loss reportable each year
in the Company's U.S. tax return.

         The Company's foreign subsidiaries filed tax returns in their
applicable jurisdictions. U.S. income tax was not provided on unrepatriated
foreign earnings because management considered such amounts to be permanently
invested abroad. Management has deemed it impracticable to determine the amount
of unrecognized deferred tax liability on earnings that are considered
permanently invested abroad. No unrepatriated foreign earnings exist as of March
31,

                                      F-13

<PAGE>

                                  MKR HOLDINGS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


2000 or as of March 31, 2001 as a result of the disaffiliation of the Company's
foreign subsidiaries effective November 30, 1999.

         As a result of the disaffiliation of the Company's U.S. and foreign
subsidiaries during the year ended March 31, 2000, the Company's income tax
accounts as of March 31, 2000 and as of March 31, 2001 reflect only items
attributable to the Company on a standalone basis including its 15% investment
in Newco.

         The Company's provision or (benefit) for income taxes has been
allocated between continuing operations and discontinued operations for the
period from April 1, 1999 through November 30, 1999 and the fiscal year 1999, as
follows (in thousands):

<TABLE>
<CAPTION>
                                               APRIL 1, 1999       FISCAL YEAR
                                                TO NOVEMBER           ENDED
                                                  30, 1999             1999
                                                  --------             ----
                   <S>                       <C>                 <C>
                   Continuing Operations     $           -       $       1,458
                   Discontinued Operations               -                (134)
                                             --------------      -------------
                                             $           -       $       1,324
                                             ==============      =============
</TABLE>

         The portion of the provision or (benefit) for income taxes allocable to
discontinued operations has been netted against the income or loss from
discontinued operations in the financial statements.

         The domestic and foreign components of income (loss) from continuing
operations before income taxes for the period from April 1, 1999 through
November 30, 1999 and the fiscal year 1999, were as follows (in thousands):

<TABLE>
<CAPTION>
                                             APRIL 1, 1999        FISCAL YEAR
                                              TO NOVEMBER            ENDED
                                                30, 1999             1999
                                                --------             ----
                    <S>                    <C>                 <C>
                    Domestic               $       11,262      $      (10,497)
                    Foreign                             3             (10,555)
                                           --------------      --------------
                                           $       11,265      $      (21,052)
                                           ==============      ==============
</TABLE>

         The Company's provisions for income taxes related to income (loss) from
continuing operations for the period from April 1, 1999 through November 30,
1999 and the fiscal year 1999, were as follows (in thousands):

                                      F-14

<PAGE>

                                  MKR HOLDINGS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


<TABLE>
<CAPTION>
                                               APRIL 1, 1999       FISCAL YEAR
                                                TO NOVEMBER           ENDED
                                                  30, 1999             1999
                                                  --------             ----
<S>                                            <C>                 <C>
                   Current:

                       Federal                   $        -          $      -
                       State                              -                  4
                       Foreign                             3               108
                                                 -----------         ---------
                                                           3               112
                   Deferred                                9             1,346
                                                 -----------         ---------
                                                 $        12         $   1,458
                                                 ===========         =========
</TABLE>

         The (benefit) provision for income taxes as a percentage of income
(loss) from continuing operations before provision for income taxes differed
from the statutory federal rate due to the following:

<TABLE>
<CAPTION>
                                                  APRIL 1, 1999    FISCAL YEAR
                                                   TO NOVEMBER        ENDED
                                                     30, 1999          1999
                                                     --------          ----
<S>                                               <C>              <C>
Statutory federal income tax rate                         34.0%          (34.0%)
State income taxes net of federal income taxes             -               -
Change in deferred tax asset valuation allowance         (34.0)           38.7
Foreign earnings taxed at different rates                  -               -
Other                                                      -              2.2
                                                  ----------       ----------
                                                         - %              6.9%
                                                  ==========       ==========
</TABLE>


                                      F-15
<PAGE>


                                  MKR HOLDINGS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

         The components of the net deferred tax assets and liabilities at March
31, 2001 and 2000 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                        2001          2000
                                                      -------       ------
<S>                                                   <C>           <C>
Deferred tax assets:
    Intercompany profit                               $      -      $      -
    Domestic net operating loss carryforwards             7,748         7,300
    Unrealized foreign exchange loss                         -             -
    Foreign net operating loss carryforwards                 -             -
    Allowance for doubtful accounts                          -             -
    Accrued expense reserves                                 33            26
    Foreign tax credits and tax attribute carryforwards     110           110
    Basis difference in Newco Investment                 10,460         6,834
    Other                                                    -             -
                                                      ---------     ---------
       Total deferred tax assets                         18,351        14,270
Valuation allowance                                     (18,351)      (14,270)
                                                      ---------     ---------
                                                             -             -
                                                      ---------     ---------
Deferred tax liabilities:
    Other                                                    -             -
                                                      ---------     ---------
       Total deferred tax liabilities                        -             -
                                                      ---------     ---------
       Net deferred tax assets                        $      -      $      -
                                                      =========     =========
</TABLE>

         The recognition of deferred tax assets is based upon judgments
regarding the potential realization of such assets in the future.

         As of March 31, 2001, the Company has domestic tax net operating loss
carryforwards of approximately $20.8 million which begin to expire in 2018. This
amount reflects: (1) a reduction for domestic net operating loss carryforwards
that the Company's U.S. subsidiaries succeeded to upon leaving the U.S.
consolidated group, and (2) required reductions under U.S. tax law for debt
forgiveness income recognized by the Company in connection with bankruptcy.
Additionally, as of March 31, 2001, the Company has domestic foreign tax
credits, general business credits, charitable contribution carryforwards and
alternative minimum tax credits of $26,000, $4,000, $21,000 and $72,000,
respectively.

         Cash paid for income taxes for the period from April 1, 1999 to
November 30, 1999 and fiscal year 1999 was approximately $300 and $70,000,
respectively.

NOTE 4. STOCK OPTIONS

         For the period from April 1, 1999 through November 30, 1999, options to
purchase 1,531,800 shares of common stock were not included in the computation
of net assets available in liquidation per common share because pursuant to the
Confirmation Order, all outstanding options of the Company were canceled on
October 27, 1999.

                                      F-16

<PAGE>

                                  MKR HOLDINGS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5. RELATED PARTY TRANSACTIONS

         During the period from April 1, 1999 through November 30, 1999, and the
fiscal year 1999, Marker Japan purchased ski bindings and services totaling
approximately $56,000 and $66,000, respectively, from Isomura Seisakusho KK
("Isomura Seisakusho"), a company of which Eiichi Isomura, a shareholder and
former director of the Company, is the president, director and owner of more
than ten percent of the outstanding stock.

         Marker Japan leased office space in Tokyo, Japan and received
distribution services from Isomura Sangyo, a company of which Eiichi Isomura, a
shareholder and former director of the Company, is the president, director and
owner of more than ten percent of the outstanding stock. In connection
therewith, for the period from April 1, 1999 to November 30, 1999, and for the
fiscal year 1999, Marker Japan made payments to Isomura Sangyo totaling
approximately $138,000 and $238,000, respectively.

         The Company purchased insurance through an insurance broker, Acordia
Northwest Inc., of which Graham S. Anderson, a former director of the Company,
was also a director. The Company incurred approximately $684,000 of premiums for
such insurance for fiscal year 1999.

         DNR Sportsystem Ltd. purchased snowboards from an affiliated entity, of
which Gregor Furrer & Partner Holding AG, a former minority shareholder of DNR
Sportsystem Ltd., was a partner. Snowboards purchased from the related party
totaled approximately $0.9 million during 1999.

         On August 24, 1998, Henry E. Tauber, former president and chief
executive officer of Marker and a member of Marker's Board of Directors,
purchased 1,000,000 shares of the Company's Series B Preferred Stock, $0.01 par
value (the "Preferred Stock"), for a purchase price of $3,000,000. Allen &
Company Incorporated, an investment banking firm, provided a report on the
transaction to the Board of Directors, concluding that the terms of the sale of
the Preferred Stock were fair and reasonable, and no less favorable to the
Company than those that could be obtained from an unrelated third party making a
similar investment in the Company.

NOTE 6. BENEFIT PLAN

         Until November 30, 1999, the Company sponsored a qualified retirement
plan under Section 401(k) of the Internal Revenue Code which covered
substantially all eligible domestic employees. Under the terms of the plan, each
participant could elect to defer up to the annual statutory limit of eligible
compensation. The Company matched 50% of each participant's contribution up to
4% of the participant's eligible compensation. During the period from April 1,
1999 to November 30, 1999, and the fiscal year ended 1999, employer
contributions totaled approximately $18,000 and $51,000, respectively. This plan
was assumed by Newco under the terms of the Purchase Agreement.

                                      F-17