<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 30, 1995


[  ]    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 October 31, 1995
          -----                                -------------------------------
Common Stock $.01 par value                           49,801,929 shares

<PAGE>   2

                       PART I.   FINANCIAL INFORMATION
 ITEM 1.      FINANCIAL STATEMENTS

                ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS
                               (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                September 30,      December 31,
                                                                    1995               1994
                                                                -------------      ------------
                                                                 (unaudited)
<S>                                                               <C>                 <C>
                                       ASSETS

 Current Assets:
    Cash and cash equivalents                                     $  5,128            $  6,378
    Accounts and notes receivable, net                             173,308             187,161
    Inventories                                                    185,622             150,856
    Prepaid expenses and other assets                               16,641               8,786
    Prepaid and refundable income taxes                              7,424               2,319
    Deferred income taxes                                            2,880               2,669
                                                                  --------            --------
       Total current assets                                        391,003             358,169

 Property, plant and equipment                                     109,300              96,411
    Less: accumulated depreciation and amortization                 32,691              25,204
                                                                  --------            --------
       Net property, plant and equipment                            76,609              71,207

 Deferred income taxes                                               1,353               1,355
 Investments in equity securities, at market                         1,461               1,431
 Deferred financing and acquisition charges                         24,795              22,467
 Goodwill                                                           79,873              56,916
 Other assets                                                        4,863               5,102
                                                                  --------            --------

 Total assets                                                     $579,957            $516,647
                                                                  ========            ========

                              LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:

    Revolving lines of credit                                     $123,556            $ 61,230
    Current portion of long-term debt                                2,198               2,429
    Accounts payable                                                83,089              79,501
    Accrued expenses                                                41,830              38,618
                                                                  --------            --------
       Total current liabilities                                   250,673             181,778

 Revolving lines of credit, long-term                               82,000              82,000
 Long-term debt                                                    146,569             145,279
 Other long-term liabilities                                         4,493               4,493

 Stockholders' equity:
    Common stock                                                       540                 536
    Additional paid-in capital                                     103,575             102,121
    Retained earnings                                                6,168              15,416
    Deferred compensation                                           (2,854)             (3,479)
    Net unrealized loss on equity securities                          (644)               (643)
                                                                  --------            --------
                                                                   106,785             113,951
    Treasury stock,  at cost                                       (10,563)            (10,854)
                                                                  --------            --------
       Total stockholders' equity                                   96,222             103,097
                                                                  --------            --------

Total liabilities and stockholders' equity                        $579,957            $516,647
                                                                  ========            ========
</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 30,    OCTOBER 1,    SEPTEMBER 30,    OCTOBER 1,
                                        --------------   ----------    -------------    ----------
                                             1995           1994            1995            1994 
                                             -----          -----           -----           -----
  <S>                                       <C>            <C>            <C>            <C>
  Net sales                                 $175,221       $103,102       $523,480       $303,956
  Cost of sales                              150,845         85,222        455,369        257,789
                                            --------       --------       --------       --------

     Gross profit                             24,376         17,880         68,111         46,167

  Selling, general and
       administrative expenses                18,651          7,572         54,890         22,232
                                            --------       --------       --------       --------
     Operating income                          5,725         10,308         13,221         23,935
                                            --------       --------       --------       --------
  Other expense, net:
     Interest expense                          8,972          5,154         26,075         14,856
     Other, net                                  293            335          2,263          1,289
                                            --------       --------       --------       --------
                                               9,265          5,489         28,338         16,145
                                            --------       --------       --------       --------
  Earnings (loss) before income tax
  expense (benefit)                           (3,540)         4,819        (15,117)         7,790

  Income tax expense (benefit)                (1,337)         1,834         (5,858)         2,960
                                            --------       --------       --------       --------

     Net earnings (loss)                    $ (2,203)      $  2,985       $ (9,259)      $  4,830
                                            ========       ========       ========       ========

  Earnings (loss) per common share:
        Primary                             $  (0.04)      $   0.10       $  (0.19)      $   0.16
                                            ========       ========       ========       ========
        Fully diluted                       $  (0.04)      $   0.09       $  (0.19)      $   0.16
                                            ========       ========       ========       ========

  Weighted average common shares
     outstanding and common stock
     equivalents:
       Primary                                49,107         31,158         48,946         30,681
                                            ========       ========       ========       ========
       Fully diluted                          49,107         44,094         48,946         30,681
                                            ========       ========       ========       ========
</TABLE>


                            See accompanying notes.

                                       3
<PAGE>   4

                  ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                             NINE MONTHS ENDED
                                                                    SEPTEMBER 30,           OCTOBER 1,
                                                                        1995                   1994 
                                                                        ----                   ----
 <S>                                                                  <C>                     <C>
 Cash flows from operating activities:
        Net earnings (loss)                                           $ (9,259)              $  4,830

        Adjustments to reconcile net earnings to net cash
             used in operating activities:
               Depreciation and amortization                            10,093                  4,392
               Amortization of deferred compensation                       493                    145
               Gain on sale of marketable securities                        --                 (1,034)
               Other non-cash transactions                                  18                   (367)
               Change in assets and liabilities:
                      Accounts receivable                               16,456                 13,298
                      Inventories                                      (27,957)               (20,014)
                      Prepaid expenses and other assets                 (7,750)                  (151)
                      Cash in escrow                                        --                   (111)
                      Other assets                                      (5,389)                (5,517)
                      Accounts payable                                   3,588                (11,560)
                      Accrued expenses                                  (3,175)                 3,931
                      Income taxes                                      (5,069)                 1,467
                      Deferred income taxes                               (245)                     6
                                                                      --------               --------
               Net cash used in operating activities                   (28,196)               (10,685)
                                                                      --------               --------
 Cash flows from investing activities:
        Additions to property, plant and equipment                     (11,805)               (10,866)
        Acquisitions                                                   (24,399)                (8,042)
        Purchase of marketable securities                                   --                 (5,077)
                                                                      --------               --------
               Net cash used in investing activities                   (36,204)               (23,985)
                                                                      --------               --------
 Cash flows from financing activities:
        Net change in revolving lines of credit                         62,326                 10,376
        Proceeds from issuance of long term debt                         2,552                     --
        Principal payments of long term debt                            (1,498)                (2,947)
        Payments related to the issuance of long term debt                  --                 (7,000)
        Debt refinancing cost incurred                                    (477)                (1,022)
        Additions to borrowings                                             --                     --
        Cumulative translation adjustments                                 127                   (126)
        Purchase of treasury stock                                          --                   (114)
        Proceeds from exercise of stock warrants                           120                  1,017
                                                                      --------               --------
               Net cash provided by financing activities                63,150                    184
                                                                      --------               --------
 Net decrease in cash and cash equivalents                              (1,250)               (34,486)
                                                                                   
 Cash and cash equivalents, beginning of period                          6,378                 37,410
                                                                      --------               --------
 Cash and cash equivalents, end of period                             $  5,128               $  2,924
                                                                      ========               ========
</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 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 30, 1995, 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 30, 1995 and October 1, 1994 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 30,     October 1,
                                                                                1995             1994
                                                                                ----             ----
 <S>                                                                           <C>              <C>
 Supplemental disclosures of cash flow information:
 (in thousands)
          Cash paid for:
                  Interest                                                     $16,694          $13,378
                                                                               =======          =======
 
                 Income taxes                                                  $   737          $ 1,451
                                                                               =======          =======
                                                                                   

 Supplemental schedule of non-cash investing
      and financing activities:
             Common stock contributed to ESOP                                  $    --          $   776
             Shares leveraged to purchase common stock for ESOP                     --              478
             Treasury stock retired                                                 --            3,191
             Purchase of marketable securities on margin                            --            1,838
             Sale of marketable securities in exchange for note receivable          --            5,887
             Exchange of common stock for minority interest of ISF                  --            1,308
             Exchange of common stock for assets of MZH                          1,500               --

 Acquisitions of businesses:
             Fair value of assets acquired                                     $27,902          $11,687
             Issuance of common stock                                            1,500            2,500
             Cash paid                                                          21,478            8,042
                                                                               -------          -------
             Liabilities assumed                                               $ 4,924          $ 1,145
                                                                               =======          =======
</TABLE>


                                       5
<PAGE>   6

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


3.  INVENTORIES

         At September 30, 1995 and December 31, 1994, inventories consisted of:
           (in thousands)
<TABLE>
<CAPTION>
                                                    September 30, 1995                   December 31, 1994      
                                                    ------------------                   -----------------      
                     <S>                                  <C>                                 <C>                  
                     Raw materials                        $ 62,120                            $ 57,902          
                     Work in process                         9,995                               8,604          
                     Finished goods                        113,507                              84,350          
                                                          --------                            --------          
                        Total inventory                   $185,622                            $150,856          
                                                          ========                            ========          
                                                    
</TABLE>


4.      FINANCIAL REPORTING PERIOD

        For comparative purposes the quarter ending September 30, 1995 is
consistent with the same period ending October 1, 1994.  The Company prepares
its financial statements on thirteen (13) week quarters comprised of two
four-week periods and one five-week period.

5.      ACQUISITIONS

       On February 28, 1994, the Company acquired the assets and business of
American Playworld Inc. ("American"), a manufacturer of trampolines distributed
mainly to mass merchants.  American had revenues of approximately $17 million
in 1993.  The purchase price included $7.0 million in cash, 606,061 shares of
the Company's common stock valued at $2.5 million, and the assumption of
certain trade payables.

        In April 1995, the Company, finalized the acquisition of certain assets
and the business of MZH, Inc. ("MZH"), a manufacturer and marketer of sleeping
bags.  MZH had revenues of approximately $28 million in 1994.  The purchase
price included $21.5 million in cash, 400,000 shares of the Company's Common
Stock valued at $1.5 million, and the assumption of certain liabilities.

6.      COMMITMENTS AND CONTINGENCIES

        In connection with the acquisition of American, the Company granted a
price guarantee for the 606,061 shares issued.  The seller is guaranteed a
price of $4.125 per share by the Company.  In the event the seller sells the
shares at a price below $4.125, the Company may be required to pay to the
seller the difference between the price received and $4.125 per share.  Any
such payment would result in an increase to goodwill.

        In connection with the acquisition of MZH, the Company granted a price
guarantee for the 400,000 shares issued.  The seller is guaranteed a price of
$3.75 per share by the Company.  In the event the seller sells the shares at a
price below $3.75, the Company may be required to pay to the seller the
difference between the price received and $3.75 per share.  Any such payment
would result in an increase to goodwill.



                                      6
<PAGE>   7

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

         RESULTS OF OPERATIONS

                Net sales ("sales") increased $72.1 million or 70% and $219.5
         million or 72% in the third quarter and first nine months of 1995,
         respectively, compared to the third quarter and first nine months of
         1994.  These increases were due primarily to the acquisition of
         Diversified Products Corporation ("DP"), Hutch Sports USA, Inc.
         ("Hutch"), Nelson/Weather-Rite, Inc. ("Nelson/Weather-Rite"), and
         Willow Hosiery Company, Inc. ("Willow"), (defined collectively as the
         "Sports Subsidiaries"), from The Actava Group Inc. in December 1994.
         The Sports Subsidiaries were responsible for sales of approximately $61
         million in the third quarter of 1995 and $190 million in the nine
         months ended September 30, 1995.  The operations of MZH, Inc. ("MZH"),
         which were acquired by the Company in April of 1995, contributed $8.9
         million to third quarter sales and $20.2 million to sales for the nine
         months ended September 30, 1995. In addition, toy sales were up 20%
         from the first nine months of 1994 to the first nine months of 1995.
         Approximately 73% of the 20% increase in toy sales was due to the
         acquisition of the assets of American Playworld, Inc. in March 1994 and
         approximately 19% of the 20% increase in toy sales was due to an
         increase in swingset sales.

                Gross profit increased $6.5 million or 36% and $21.9 million or
         48% in the third quarter and first nine months of 1995, respectively,
         compared to the third quarter and first nine months of 1994, primarily
         resulting from higher sales volume.  Gross profit, expressed as a
         percent of sales, was 13.9% in the third quarter of 1995 and 13.0% in
         the first nine months of 1995 versus 17.3% and 15.2%, respectively, for
         the same periods in 1994.  These decreases in gross profit percentages
         are the result of increased material costs related to cardboard,
         plastics and steel, price commitments under various program buying by
         various retailers, and a limited ability to pass along these increased
         costs due to domestic and foreign competition in the bicycle and
         fitness markets. The Company has implemented a series of price
         increases that began positively impacting gross profit in the third
         quarter.  A second round of price increases on the Company's bicycle
         line was effective in July 1995 and the Company implemented price
         increases on the lowest margin fitness product lines in August 1995. 
         Gross profit, expressed as a percent of sales, increased from 11.5% in
         the second quarter of 1995 to 13.9% in the third quarter of 1995.

                Selling, general and administrative expenses, expressed as a
         percent of sales, were 10.6% in the third quarter of 1995 and 10.5% in
         the first nine months of 1995 versus 7.3% and 7.3%, respectively, for
         the same periods in 1994.  This increase was due to higher selling,
         general and administrative expenses associated with sales by the Sports
         Subsidiaries. Prior to their acquisition by the Company, selling,
         general and administrative expenses of the Sports Subsidiaries as a
         percentage of their sales had been approximately 13%. Total selling,
         general and administrative expenses increased $11.1 million and $32.7
         million in the third quarter and first nine months of 1995,
         respectively, compared to the third quarter and first nine months of
         1994, primarily as a result of volume related expenses such as
         commissions and product warranty expense.

                Interest expense for the three and nine months ended September
         30, 1995 was $9.0 million and $26.1 million, respectively, increases of
         $3.8 million and $11.2 million from the same periods in 1994.  The
         increase is due to an increase in the prime rate of interest, which was
         approximately 7.25% for the first nine months of 1994 and approximately
         9% for the first nine months of 1995, on which the Company's revolving
         line of credit is based, higher working capital necessary to support
         the 72% increase in sales, and the approximately $60 million of debt
         assumed in connection with the acquisition of the Sports Subsidiaries.


                                      7
<PAGE>   8

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

                The Company has recorded a tax benefit of $5,858,000 in the
         first nine months of 1995, representing an effective tax rate of
         approximately 39%.  This represents the Company's best estimate of the
         1995 effective rate.  The effective rate recognized in the first nine
         months of 1994 was 38%.

         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
         1995, the Company's operations utilized cash flow of approximately
         $28.2 million, primarily due to the build-up of inventories.  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 around November of each year.
         Cash of $11.8 million was used in capital expenditures during the first
         nine months of 1995.

                The Company entered into a Loan and Security Agreement (the
         "Revolver") in December 1994, which included the operating subsidiaries
         as borrowers.  The Revolver was amended in September 1995, providing
         for borrowings of up to $300 million, subject to restrictions on
         borrowings pursuant to certain covenants in the indenture, as amended,
         for the Company's 11.75% Senior Subordinated Notes due 2002 (the
         "Notes").  Interest is calculated at the prime rate, as defined, plus
         0.75% and includes a LIBOR option which equals LIBOR plus 2.75%. The
         amended Revolver is for a three year term maturing in September 1998
         and provides for borrowings based on certain inventories, accounts
         receivable and capital expenditures as well as funding for the
         Company's structured accounts receivable subsidiary.

                The Company has two long-term debt issues, the $51,745,000
         Convertible Subordinated Debentures due 2003 (the "Debentures") and the
         Notes.  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 Revolver 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 Revolver.

                At September 30, 1995, the Company, on a consolidated basis, had
         stockholders' equity of $96.2 million versus $103.1 million at December
         31, 1994.  Management believes that the Company's financing
         arrangements and anticipated cash flow during 1995 are adequate to
         provide the funds necessary to support operations and to permit the
         Company to meet its obligations.


                                      8
<PAGE>   9

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

         INFLATION AND FOREIGN CURRENCY FLUCTUATIONS

                Increases in the materials price of plastics, cardboard and
         steel had a negative impact on the Company's results of operations for
         the first nine months of 1995 and on the industries in which the
         Company competes in general. The manner in which sales programs are set
         causes a delay in price adjustments which would pass some or all of
         these increased costs on to the Company's customers.  Although no
         assurance can be given, management believes the adverse impact on the
         Company's results of operations for 1995 of increased materials cost
         will be substantially mitigated for future periods through offsetting
         sales price increases implemented during the first nine months of 1995.
         Although the Company's management does not currently anticipate further
         material increases in materials costs, in the event of further material
         increases in materials costs, the Company's future results of
         operations could again be adversely affected.

                Foreign currency fluctuations did not materially affect the
         Company's operations during the third quarter or the nine months ended
         September 30, 1995.



                                      9
<PAGE>   10

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 October 18, 1995, the Company filed a Current report on
                 Form 8-K announcing that the Company had amended and restated
                 its Loan and Security Agreement, to, among other things,
                 increase the facility to $300 million.



                                      10
<PAGE>   11
                                  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 14, 1995       By: /s/ Charles E. Sanders  
               -------------------           ----------------------------------
                                         Secretary, Principal Financial Officer




                                      11
<PAGE>   12

                              INDEX TO EXHIBITS


<TABLE>
<CAPTION>
         Exhibit                                                                                   Page
         Number                          Description                                              Number
         ------                          -----------                                              ------
         <S>              <C>                                                                      <C>
         11(a)   -        Computation of Per Share Earnings, Three Months
                          Ended September 30, 1995 and October 1, 1994                             13
         11(b)   -        Computation of Per Share Earnings, Nine Months
                          Ended September 30, 1995 and October 1, 1994                             14
         27      -        Financial Data Schedule (submitted in electronic form to SEC only)       N/A
</TABLE>





                                       12