<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

(Mark One)

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

For the quarter period ended SEPTEMBER 28, 1996


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

For the transition period from            to 
                               -----------   -------------

Commission file number 0-16482
                       -------

                          ROADMASTER INDUSTRIES, INC.
                          ---------------------------
             (Exact name of Registrant as specified in its charter)


                  Delaware                            84-1065239
    ----------------------------------  -----------------------------------
      (State of other jurisdiction of     (IRS Employer Identification No.
      incorporation or organization)

                  250 Spring Street NW, Atlanta, Georgia 30303
                  --------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (404)586-9000
                  -----------------------------------------
              (Registrants telephone number, including area code)

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 the number of shares outstanding of each of the issuer's classes of
common stock, net of treasury stock, as of the latest practicable date.


                    Class              Outstanding at November 8, 1996
          ---------------------------  -------------------------------
          Common Stock $.01 par value         49,507,167 shares



                                       1
<PAGE>   2

                       PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


                 ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                         September 28,                              December 31,       
                                                              1996                                     1995           
                                                        ----------------                            ------------       
                                                         (unaudited)
                                              ASSETS
<S>                                                       <C>                                        <C>
Current Assets:
  Cash and cash equivalents                               $       5,305                              $     8,417
  Accounts and notes receivable, net                             48,680                                  188,573
  Inventories                                                    81,892                                  166,743
  Prepaid expenses and other assets                               7,112                                    6,441
  Prepaid and refundable income taxes                            21,406                                   30,180
  Cash in escrow                                                 37,258                                       --
  Deferred income taxes                                           7,619                                    6,232
                                                          -------------                              -----------
    Total current assets                                        209,272                                  406,586

Property, plant and equipment                                    58,089                                  101,773
  Less: accumulated depreciation and amortization                18,323                                   25,300
                                                          -------------                              -----------
    Net property, plant and equipment                            39,766                                   76,473

Investments in equity securities, at market                         221                                    1,809 
Deferred financing and acquisition charges                       19,671                                   23,847 
Goodwill and other intangible assets, net                        20,166                                   63,933 
Long-term trade receivables                                         412                                    1,639 
Other assets                                                      2,421                                    2,820 
                                                          -------------                              -----------

Total assets                                              $     291,929                              $   577,107
                                                          =============                              ===========
                                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Revolving lines of credit                               $      13,843                              $    85,402
  Current portion of long-term debt                                 487                                    1,519
  Accounts payable                                               46,091                                   97,369
  Accrued expenses                                               65,723                                   48,212
                                                          -------------                              -----------
    Total current liabilities                                   126,144                                  232,502

Deferred income taxes                                             2,848                                    3,145
Revolving lines of credit, long-term                             34,142                                  132,200
Long-term debt                                                   53,711                                  147,388
Other long-term liabilities                                      20,029                                    6,348
                                                          -------------                              -----------
    Total long-term liabilities                                 110,730                                  289,081
Stockholders' equity:
  Common stock                                                      540                                      540
  Additional paid-in capital                                    103,576                                  103,574
  Retained loss                                                 (35,851)                                 (35,412)
  Deferred compensation                                          (2,516)                                  (2,896)
  Net unrealized (loss) gain on equity securities                  (131)                                     281
                                                          -------------                              -----------   
                                                                 65,618                                   66,087
  Treasury stock, at cost                                       (10,563)                                 (10,563)
                                                          -------------                              -----------
    Total stockholders' equity                                   55,055                                   55,524
                                                          -------------                              -----------
Total liabilities and stockholders' equity                $     291,929                              $   577,107
                                                          =============                              ===========
</TABLE>

                           See accompanying notes.


                                       2

<PAGE>   3

                 ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED                          NINE MONTHS ENDED
                                              SEPTEMBER 28,         SEPTEMBER 30,         SEPTEMBER 28,        SEPTEMBER 30,
                                              -------------         -------------         -------------        -------------
                                                  1996                  1995                  1996                 1995
                                                  ----                  ----                  ----                 ----
<S>                                           <C>                  <C>                   <C>                   <C>
Net sales                                     $   70,483           $   175,221           $   304,235           $   523,480
Cost of sales                                     85,299               150,845               291,866               455,369
                                              ----------           -----------           -----------           -----------

  Gross (loss) profit                            (14,816)               24,376                12,369                68,111

Selling, general and administrative expenses      40,208                18,651                68,630                54,890

Restructuring expense                              4,262                    --                 4,262                    --

Other (income) expense, net:                          
  Interest expense                                 5,362                 8,972                19,920                26,075
  Gain on sale of subsidiaries                   (78,324)                   --               (98,475)                   --
  Other, net                                       7,068                   293                 8,473                 2,263
                                              ----------           -----------           -----------           -----------
                                                 (65,894)                9,265               (70,082)               28,338
                                              ----------           -----------           -----------           -----------
Earnings (loss) before income tax            
expense (benefit) and extraordinary item           6,608                (3,540)                9,559               (15,117)

Income tax expense (benefit)                       1,962                (1,337)                5,416                (5,858)
                                              ----------           -----------           -----------           -----------
Income (loss) before extraordinary item            4,646                (2,203)                4,143                (9,259)

Extraordinary loss, net of tax                     3,731                    --                 3,731                    --
                                              ----------           -----------           -----------           -----------
  Net earnings (loss)                         $      915           $    (2,203)          $       412           $    (9,259)
                                              ==========           ===========           ===========           ===========


Earnings (loss) per common share, primary    
and Fully diluted:                           
  Income (loss) before extraordinary item     $     0.09                 (0.04)                 0.08                 (0.19)
  Extraordinary loss                               (0.07)                   --                 (0.07)                   --
                                              ----------           -----------           -----------           -----------
    Net earnings (loss)                       $     0.02           $     (0.04)          $      0.01           $     (0.19)
                                              ==========           ===========           ===========           ===========

Weighted average common shares               
  outstanding and common stock               
  equivalents:                               
    Primary and fully diluted                     49,653                49,107                49,870                48,946
                                              ==========           ===========           ===========           ===========
</TABLE>

                           See accompanying notes.

                                       3

<PAGE>   4

                 ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (UNAUDITED, IN THOUSANDS)
                              NINE MONTHS ENDED

<TABLE>
<CAPTION>
                                                                                SEPTEMBER 28,                     SEPTEMBER 30,
                                                                                   1996                               1995
                                                                               -------------                     --------------
                                                                                   (unaudited)                    (unaudited)
<S>                                                                            <C>                                <C>
Cash flows from operating activities:
          Net earnings (loss)                                                  $         412                      $  (9,259)

          Adjustments to reconcile net earnings to net cash                                       
          used in operating activities:                                                           
                         Depreciation and amortization                                11,760                         10,093
                         Amortization of deferred compensation                           379                            493
                         Loss on sale of marketable securities                          (568)                            --
                         Loss on sale of property, plant and equipment                   213                             --
                         Gain on sale of subsidiaries                                (98,475)                            --
                         Loss on extinguishment of debt                                6,117                             18
                         Loss on impairment                                            8,888      
                         Change in assets and liabilities:                     
                                        Accounts receivable                           93,590                         16,456
                                        Inventories                                    2,931                        (27,957)
                                        Prepaid expenses and other assets             (3,070)                        (7,750)
                                        Cash in escrow                               (37,258)                            --
                                        Other assets                                  (1,644)                        (5,389)
                                        Accounts payable                             (35,789)                         3,588
                                        Accrued expenses                                 640                         (3,175)
                                        Income taxes                                  11,207                         (5,069)
                                        Deferred income taxes                           (829)                          (245)
                                        Other long-term liabilities                     (199)                            --
                                                                               -------------                      ---------
                         Net cash used in operating activities                       (41,695)                       (28,196)
                                                                               -------------                      ---------
Cash flows from investing activities:                                          
          Additions to property, plant and equipment                                 (11,254)                       (11,805)
          Acquisitions                                                                (3,983)                       (24,399)
          Proceeds from sale of marketable securities                                  1,507                             --
          Proceeds from sale of property, plant and equipment                            514                             --
          Proceeds from sale of subsidiaries                                         320,710                             --
                                                                               -------------                      ---------
                         Net cash provided by (used in) investing activities         307,494                        (36,204)
                                                                               -------------                      ---------
Cash flows from financing activities:                                          
          Net change in revolving lines of credit                                   (101,735)                        62,326
          Proceeds from issuance of long term debt                                    21,846                          2,552
          Principal payments of long term debt                                        (1,578)                        (1,498)
          Retirement of debt                                                        (185,448)                            --
          Debt refinancing cost incurred                                              (1,700)                          (477)
          Cumulative translation adjustments                                            (296)                           127
          Proceeds from exercise of stock warrants                                        --                            120
                                                                               -------------                      ---------
                         Net cash (used) provided by financing activities           (268,911)                        63,150
                                                                               -------------                      ---------
Net decrease in cash and cash equivalents                                             (3,112)                        (1,250)

Cash and cash equivalents, beginning of period                                         8,417                          6,378
                                                                               -------------                      ---------
Cash and cash equivalents, end of period                                       $       5,305                      $   5,128
                                                                               =============                      =========
</TABLE>
                           See accompanying notes.

                                      4
<PAGE>   5


                  ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.   INTERIM FINANCIAL STATEMENTS

        The accompanying unaudited consolidated financial statements have been
prepared by Roadmaster Industries, Inc., d/b/a RDM Sports Group, Inc., (the
"Company"), pursuant to the rules and regulations of the Securities and
Exchange Commission regarding interim financial reporting.  Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements and should be
read in conjunction with the most recent annual audited financial statements of
the Company.  In the opinion of management, these unaudited consolidated
financial statements include all adjustments necessary for a fair presentation
of its financial position as of September 28, 1996, and the results of
operations and its cash flows for the nine months then ended.  Such adjustments
were of a normal recurring nature.

        The Company's business is seasonal in nature and subject to general
economic conditions and other factors.  Accordingly, the results of operations
for the three and nine months ended September 28, 1996 and September 30, 1995
are not necessarily indicative of the results which may be expected for the
full year.


2.   SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>                                                                                          
                                                                   Nine months ended
                                                            September 28,      September 30,
                                                                1996               1995
                                                                ----               ----
<S>                                                            <C>                 <C>
Supplemental disclosures of cash flow information:
(in thousands)
     Cash paid for:
             Interest                                          $24,899             $26,560
                                                               =======             =======
             Income taxes                                      $   724             $   737
                                                               =======             =======     
Supplemental schedule of non-cash investing                         
  and financing activities:                                         
       Exchange of common stock for assets of MZH              $    --             $ 1,500
                                                                    
Acquisitions of businesses:                                         
       Fair value of assets acquired                           $    --             $27,902
       Issuance of common stock                                     --               1,500
       Cash paid                                                    --              21,478
                                                               -------             -------
       Liabilities assumed                                     $    --             $ 4,924
                                                               =======             =======
</TABLE>                                        

                                       5

<PAGE>   6




                  ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. INVENTORIES

     At September 28, 1996 and December 31, 1995, inventories consisted of:

(in  thousands)

<TABLE>
<CAPTION>
                        September 28,       December 31,     
                            1996               1995
                        -------------       ----------
<S>                     <C>                  <C>
Raw Materials           $     29,750         $     58,960
Work in process                7,141                9,570
Finished goods                45,001               98,213
                        ------------         ------------
   Total inventory      $     81,892         $    166,743
</TABLE>

4. FINANCIAL REPORTING PERIOD

     For comparative purposes the quarter ending September 28, 1996 is
consistent with the same period ending September 30, 1995.  The Company
prepares its financial statements on thirteen (13) week quarters comprised of
two four-week periods and one five-week period.

5. DISPOSITIONS

        On September 6, 1996, the Company completed the sale of the assets of 
the Company's bicycle and snow products business (which also includes tricycles,
wagons and junior ride-ons) to Brunswick Corporation ("Brunswick"), for
approximately $200,710,000 in cash (the "Brunswick Transaction").  The Brunswick
Transaction resulted in: the assumption by Brunswick of trade payables
affiliated with the bicycle and snow products being conveyed at the time of the
closing, a long-term lease of the Olney, Illinois facility, estimated to have a
present value of approximately $2.6 million, the assumption by Brunswick of
certain long-term indebtedness consisting of Industrial Revenue Bonds, (with a
corresponding reduction to the purchase price), and the establishment by the
Company of an escrow account in the amount of $10,000,000 to secure the costs of
the environmental remediation of the property at the Olney, Illinois facility,
for which the Company has indemnified Brunswick.  The purchase price is subject
to adjustment for changes in working capital between December 31, 1995 and the
Closing Date, September 6, 1996.  The net pretax gain on the Brunswick
Transaction was approximately $78.3 million. The Company used the net proceeds
to reduce its indebtedness (see Note 6 "Extinguishment of Debt") and for other
corporate purposes.  In the third quarter and year to date 1996, the businesses 
sold to Brunswick contributed $21.7 million and $106.0 million of revenue,
respectively, and ($2.1) million and $3.6 million of operating profit,  
respectively.

                                       6

<PAGE>   7
                  ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6. EXTINGUISHMENT OF DEBT

     On August 2, 1996, the Company commenced an Offer to Purchase and Consent
Solicitation (the "Offer") to the holders of its 11.75% Senior Subordinated
Notes due 2002 (the "Notes"), whereby the Company offered to purchase up to all
of the outstanding Notes not held by the Company ($90.1 million) at a purchase
price equal to one hundred percent (100%) of such Notes' principal amount, plus
accrued but unpaid interest.  Such Offer terminated on August 29, 1996. Consents
to the required Waivers under the Indenture were obtained from the holders of
$88.4 million principal amount of the Notes and the waivers to the relevant
indenture provisions were effected thereafter.  Of such amount, $88.2 million
were purchased.  In connection with the repurchase, the Company recorded an
extraordinary loss on the extinguishment of the notes in the amount of
$3,731,000, net of tax.  Following the consumation of the Offer, $2.1 million
principal amount of the Notes were outstanding and not held by the Company.

     On September 6, 1996, the Company terminated its then existing bank credit
agreement (as amended, the "Amended and Restated Revolver") and entered into a
new bank credit agreement (the "Bank Credit Agreement").  The Company paid
approximately $75,000,000 of its net proceeds received from the Brunswick
Transaction (see Note 5 "Dispositions") to relieve its indebtedness under the
Amended and Restated Revolver.  The new Bank Credit Agreement has a three year
term and provides for borrowings of up to $130,000,000, based on eligible trade
receivables and inventory.  Interest under the new Bank Credit Agreement is
calculated at the Agent's referenced rate (generally the "prime rate") plus
1.25% and includes a LIBOR Rate option which equals LIBOR plus 1.25%.  The
monthly unused facility fee is .25% on the available unused portion of the
facility provided by the Bank Credit Agreement. Borrowings under the Bank
Credit Agreement are secured by security interests in substantially all of the
assets of the Company.  The Bank Credit Agreement requires the maintenance of
various financial and other covenants, including minimum net worth, earnings to
interest expense coverage and prohibitions on various transactions without the
consent of the Lender.

7. RESTRUCTURING CHARGE

     In December 1995, the Company recorded a restructuring charge of $7.5
million, primarily related to the closure of its Tyler, Texas manufacturing
facility and the downsizing of its European distribution operations.  The
operations of the Tyler facility are being integrated with the Company's
Opelika, Alabama manufacturing operations enabling the Company to reduce fixed
costs and increase utilization and efficiency of existing manufacturing
facilities.  The components of the restructuring charge include $1.4 million
for employee severance, $3.9 million to cover lease obligations for facilities
which will no longer be needed and $2.2 million for the maintenance, security
and other facility related carrying costs.  Total cash expenditures of $7.5
million are included in this charge.  All employees were notified of this
restructuring by December 31, 1995.  In connection with the closure of the
Tyler, Texas manufacturing facility an additional $4.3 million has been
provided to the restructuring charge in the third quarter 1996.  This charge
relates primarily to the non-cash write-off of tooling associated with the
production process at this facility.  The Company plans to substantially
complete all related restructuring activities by December 31, 1996.  Of the
total restructuring charge of $11.8 million, approximately $9.0 million has
been utilized by the end of the third quarter, 1996.

                                       7

<PAGE>   8


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS

         RESULTS OF OPERATIONS

                Net sales ("sales") decreased $104.7 million or 60% and $219.2
         million or 42% in the third quarter and first nine months of 1996,
         respectively, compared to the third quarter and first nine months of
         1995.  Approximately 27% of this decrease was attributable to the sale
         of the Company's camping unit ("Nelson/Weather-Rite") in the first
         quarter of this year and approximately 44% of the decrease was
         attributable to decreased shipments of fitness products.  A portion of
         the decrease also related to slow shipments of bicycle products in
         August and the exclusion of sales of bicycles and snow products for the
         period after September 6, 1996, to the end of the quarter as a result
         of the sale of bicycles and snow products to Brunswick Corporation (the
         "Brunswick Transaction").  The remainder of the decrease related to
         shipments of swingsets and decreases across various other product
         lines.  The decrease in fitness product sales reflects the Company's
         decision to eliminate distribution of certain treadmill categories
         which have historically reduced operating profits. In addition, the
         Company's business is seasonal and historically sales of fitness
         products have been lower in the third quarter than other quarters.
         Management believes the decrease in sales in various other product
         lines reflected a relatively weak retail environment for certain
         leisure time products.

                Gross profit decreased $39.2 million or 161% and $55.7 million
         or 82% in the third quarter and first nine months of 1996,
         respectively, compared to the same period of 1995 primarily resulting
         from lower sales volume, the write-off of certain fitness products
         inventory with no future value of approximately $10.0 million, and the
         write down to net realizable value of certain toy products inventory of
         approximately $2.7 million.  The Company recorded gross losses in an
         amount equal to 21% of sales in the third quarter of 1996 and gross
         profits, expressed as a percent of sales, of 4% in the first nine
         months of 1996 versus gross profits, expressed as a percent of sales,
         of 14% and 13%, respectively, for the same periods in 1995.  Without
         the write-offs and adjustments for inventory, the Company would have
         recorded gross losses, expressed as a percent of sales, of 3% in the
         third quarter of 1996 and gross profit, expressed as a percent of
         sales, of 8% in the first nine months of 1996.  The Company's fitness
         manufacturing operations were impacted negatively during the third
         quarter of 1996 due to the combined affect of higher production costs
         associated with introducing new products and costs associated with the
         consolidation in Opelika, Alabama of the production of fitness products
         previously produced in both the Tyler, Texas and Olney, Illinois
         facilities.  The Company is completing the process of closing its
         Tyler, Texas facility and consolidating all fitness operations into its
         Opelika, Alabama facility.  While no assurances can be given,
         management believes the combinations of these actions will assist in
         reducing costs, optimize the utilization of the Company's fitness
         manufacturing facility and return gross profit margins for fitness
         products to average historical levels. The full effect of such actions
         are not expected to be fully realized until late 1997.

                                       8

<PAGE>   9


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

                Selling, general and administrative expenses, expressed as a
         percent of sales, were 57% in the third quarter of 1996 and 23% in the
         first nine months of 1996 versus 11% and 10%, respectively, for the
         same periods in 1995.  The increase was primarily attributable to
         product warranty costs in the Company's fitness business.  Such product
         warranty costs related to continuing quality control problems at the
         Company's Opelika, Alabama facility as well as to fitness products
         formerly produced at the Company's former Tyler, Texas facility.
         Product warranty costs increased to 30% of sales in the third quarter
         of 1996 and 10% of sales in the first nine months of 1996 versus 2% and
         2% for the same periods of 1995.  Such increase was attributable to
         increased reserves for potential product warranty claims associated
         with sales of fitness products for current and prior quarters.  The
         Company is in the process of implementing additional measures to help
         reduce its product warranty costs in the future, including:  extensive
         piloting and testing of new product introductions; reductions in the
         number of products offered; the exiting of the opening price point
         treadmill business, which traditionally has had a higher than normal
         product warranty rate; and the implementation of stringent quality
         assurance measures.  Although no assurances can be given, the Company
         anticipates warranty expenses, as a percentage of sales, will decline
         in the future due to its efforts, however, the full effect of such
         actions are not expected to be fully realized until late 1997.

                The Company, in connection with the closure of the Tyler, Texas
         manufacturing facility, provided for an additional $4.3 million in
         restructuring charges in the third quarter 1996.  This charge relates
         primarily to the non-cash write-off of tooling associated with the 
         production process at this facility.  The Company plans to 
         substantially complete all related restructuring activities by 
         December 31, 1996.  Of the total restructuring charge of $11.8 
         million, approximately $9.0 million has been utilized by the end of 
         the third quarter, 1996.

                Interest expense for the three and nine months ended September
         28, 1996 was $5.4 million and $19.9 million, respectively, decreases of
         $3.6 million and $6.1 million from the same periods in 1995.  Expressed
         as a percentage of sales, interest was 8% and 7% for the third quarter
         and first nine months of 1996, respectively, compared to 5% and 5% for
         the same periods in 1995.

                The Company recorded a pretax gain of approximately $78.3
         million in the third quarter of 1996 resulting from the sale of its
         bicycle and snow products business to Brunswick Corporation on
         September 6, 1996.  In the first quarter of 1996, the Company recorded
         a pretax gain of $20.2 million resulting from the sale of its
         Nelson/Weather-Rite camping subsidiary to Brunswick Corporation on
         March 8, 1996.

                The Company recorded a $6.1 million pretax extraordinary loss on
         the retiring of its $100 million 11.75% Senior Subordinated Notes due
         2002.  The after tax loss on this transaction was $3.7 million.

                                       9

<PAGE>   10


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

                In the first nine months of 1996, the Company recorded tax
         expense of $5.4 million before the extraordinary loss on extinguishment
         of debt.  The tax benefit on the debt extinguishment was $2.4 million. 
         The effective tax rate on earnings before the extraordinary loss was
         57%.  This compares to the 39% effective rate recognized in the first
         nine months of 1995.  The increase in the effective rate is 
         attributable to the Federal and State tax expense recorded as part of
         the sales of the Nelson/Weather-Rite subsidiary and the bicycle and
         snow products business at 50% and 38% respectively.  Tax benefits from
         losses from normal operations and the extraordinary loss were recorded
         at 39%.


         LIQUIDITY AND CAPITAL RESOURCES

                Historically, the Company's working capital has been obtained
         primarily from internally generated funds and revolving lines of credit
         from banks. On a consolidated basis, during the first nine months of
         1996, the Company's operations utilized cash flow of approximately
         $41.7 million, primarily due to operating losses and the escrow of
         $37.3 million pursuant to the sales of the Company's camping, bicycle
         and snow products businesses. In addition, the Company used cash to
         reduce its Accounts Payable. The seasonal nature of the Company's sales
         imposes fluctuating demands on its cash flow due to the temporary
         buildup of inventories in anticipation of, and receivables subsequent
         to, the peak seasonal period, which historically has occurred and may
         be expected to continue to occur around November of each year.
         Management does not anticipate any material effect on the seasonality
         of the Company's business as a result of the sale of the bicycle and
         snow product business.  Cash of $ 11.3 million was used in capital
         expenditures during the first nine months of 1996.

                On September 6, 1996, the Company terminated its existing bank
         credit facility (as amended, the Amended and Restated Revolver) and
         entered into a new bank credit agreement (the "Bank Credit 
         Agreement"). The new Bank Credit Agreement is for a three year term 
         maturing September 1999 and provides for borrowings of up to $130 
         million based on certain inventories and accounts receivable.  
         Interest is calculated at the Agent's referenced rate (generally
         the "prime rate") plus 1.25% and includes a LIBOR option which equals 
         LIBOR plus 1.25%.  The monthly unused facility fee is .25% on the 
         available unused portion of the facility provided by the Bank Credit 
         Agreement.  At September 28, 1996, the Company had outstanding
         borrowings of $48.0 million under the Bank Credit Agreement.

                On August 2, 1996, the Company commenced an Offer to Purchase
         and Consent Solicitation (the "Offer") to the holders of its 11.75%
         Senior Subordinated Notes due 2002 (the "Notes"), whereby the Company
         offered to purchase up to all of the outstanding Notes not held by the
         Company ($90.1 million) at a purchase price equal to one hundred
         percent (100%) of such Notes' principal amount, plus accrued but unpaid
         interest.  Such Offer terminated on August 29, 1996.  Consents to the
         required Waivers under the Indenture were obtained from the holders of
         $88.4 million principal amount of the Notes and the Waivers to the
         relevant Indenture provisions were effected thereafter. Of such amount,
         $88.2 million also were purchased.

                                       10

<PAGE>   11


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

                Following the implementation of the Waivers and concurrent with
         the execution of the new Bank Credit Agreement, the Brunswick
         Transaction was consummated on September 6, 1996.  The Company used the
         net proceeds to reduce its outstanding indebtedness under the Amended
         and Restated Revolver by approximately $75 million and to purchase
         $88.2 million principal amounts of its Notes for one hundred percent of
         their principal amount, plus accrued but unpaid interest to the date of
         the repurchase.

                The Company has two long-term debt issues, the $51,745,000
         Convertible Subordinated Debentures due 2003 (the "Debentures") and the
         remaining $2.1 million Notes outstanding and not held by the Company. 
         The Debentures are redeemable at the option of the Company beginning 
         September 15, 1996 at a price of 105.875% of the principal face 
         amount.  The redemption price declines to par on or after December 15,
         2000.  The Notes may be converted by the holders thereof, at any time 
         prior to redemption, to Common Stock at a conversion price of $4.00.  
         Before the Company's Debentures can be called for redemption, the 
         Company's Common Stock also must meet or exceed a minimum closing 
         price of $5.0625 per share for the thirty day period prior to such 
         notice of redemption.

                The Notes and Debentures are obligations of the Company and the
         ability of the Company to meet its debt service obligations is
         dependent on the ability of its subsidiaries to generate funds from
         operations sufficient to meet their respective debt service and other
         obligations and, second, to pay or distribute amounts to the Company
         sufficient to enable it to meet its debt service and other 
         obligations.  The Bank Credit Agreement restricts, with limited 
         exceptions, distributions, dividends and payments to the Company, but,
         in each case, permit dividends and interest on intercompany loans to 
         be paid to the Company for the purpose of making interest payments on 
         the Notes and Debentures so long as the relevant subsidiary is not in 
         default under the Bank Credit Agreement.

                At September 30, 1996, the Company, on a consolidated basis, had
         stockholders' equity of $55.0 million versus $55.5 million at December
         31, 1995.  Management believes that the Company's financing
         arrangements and anticipated cash flow during 1996 are adequate to
         provide the funds necessary to support operations and to permit the
         Company to meet its obligations.

RISK AND UNCERTAINTIES

Except for historical information contained herein, the matters set forth in
this report are forward-looking statements which are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those in, or which could be expected based on, such forward-looking statements. 
The Company's expectations regarding future sales and profits assume, among
other things, reasonable continued growth in the general economy, which affects
demand for the Company's products, improvement in the retail environment for
fitness products, and reasonable stability in raw materials pricing, changes in
which affect customer pricing decisions, as well as the Company's prices and
margins and which have, in the past, had a material adverse effect on such
prices and margins.  The cost and benefits of the Company's discontinuance of
operations at its Tyler, Texas facility and the consolidation of all fitness
operations into its Opelika, Alabama facility may vary from the Company's
expectations due to various factors, such as the extent of management's
ability to eliminate or reduce duplication of costs, inefficiencies and
overhead, and, now that such consolidation is complete, the ability to avoid
quality control problems in the difficulties inherent in forecasting
operating results.  For a further discussion of risks and uncertainties
associated with the Company's business, readers are referred to the discussion
in Item 1 of the Company's report on Form 10-K with respect to its business,
which information is incorporated by reference herein.


                                             
                                                         
                                                         
                                                         
                                              


                                      11
<PAGE>   12

Part II.  OTHER INFORMATION


Item 6.   Exhibits and reports on Form 8-K.

           a) Exhibits:

                 11 - Computation of Per Share Earnings
                 27 - Financial Data Schedule (submitted in electronic form to 
                      SEC only)

           b) Reports on Form 8-K.

                 On July 19, 1996, the Company filed a Current report on Form 
                 8-K announcing that the Company had entered into a definitive 
                 agreement with Brunswick Corporation to sell its bicycle and 
                 snow business for approximately $212 million in cash (the 
                 "Brunswick Transaction").

                 On September 20, 1996, the Company filed a Current report on
                 Form 8-K/A-1 to report the closing of the Brunswick 
                 Transaction and to report the termination of its then existing
                 bank credit agreement and announcing its new $130 million bank
                 credit agreement.


                                       12

<PAGE>   13


                                   SIGNATURE

Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.


                                     ROADMASTER INDUSTRIES, INC.

                                     
                                     
Dated:  November 15, 1996            By:  /s/ Charles E. Sanders 
        ------------------              ---------------------------------------
                                        Vice President, Treasurer and Secretary


                                     By  /s/ Charles E. Sanders
                                        ---------------------------------------
                                        Principal Accounting Officer


                                       13
<PAGE>   14


                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit                                                                 Page
Number                  Description                                    Number
-------                 -----------                                    ------
<S>       <C>                                                            <C>
11(a) -     Computation of Per Share Earnings, Three Months 
          Ended September 28, 1996 and September 30, 1995                16
11(b) -     Computation of Per Share Earnings, Nine Months 
          Ended September 28, 1996 and September 30, 1995                17
27    -      Financial Data Schedule (submitted in electronic form to 
             SEC only) N/A                                               N/A
</TABLE>

                                       14