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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------

                                    FORM 10-Q
   [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2005

   [ ] 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: 2-98277C

                       SPORTS RESORTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

              MICHIGAN                                         38-3262264
    (State or other jurisdiction                           (I.R.S. employer
  of incorporation or organization)                      identification no.)

      951 AIKEN ROAD, OWOSSO, MICHIGAN                             48867
  (Address of principal executive offices)                      (Zip code)

                                 (989) 725-8354
              (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01
                                   Par Value

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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                 Yes [ ] No [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Number of shares of the registrant's Common Stock, $0.01 par value, outstanding
as of October 3, 2005: 48,399,771

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                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The financial statements required under Item 1 of Part I are set forth in
Appendix A to this Report on Form 10-Q and are herein incorporated by reference.

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

FORWARD-LOOKING STATEMENTS

Some of the statements in this report are forward-looking statements. These
forward-looking statements include statements relating to our performance. In
addition, we may make forward-looking statements in future filings with the
Securities and Exchange Commission and in written material, press releases and
oral statements issued by us or on our behalf. Forward-looking statements
include statements regarding the intent, belief or current expectations of us or
our officers, including statements preceded by, "should," "believe," "may,"
"will," "expect," "anticipate," "estimate," "continue," "predict," "propose," or
similar expressions.

It is important to note that our actual results could differ materially from
those anticipated in our forward-looking statements depending on various "risk
factors." Such risk factors include: concentration of stock ownership,
relationships with race sanctioning bodies, competition for leisure dollars,
reliance on key personnel, potential liabilities for personal injuries, need for
additional financing, limited trading market for our stock, dependence on the
North American new truck industry, variability of raw material and labor costs,
failure to manage mergers, acquisitions, dispositions and diversification into
other lines of business, the need to effectively manage a large sports and
entertainment development project and other factors discussed under the caption
"Risk Factors."

All forward-looking statements in this report are based on information available
to us on the date of this report. We do not undertake to update any
forward-looking statements that may be made by us or on our behalf in this
report or otherwise. In addition please note that the matters discussed under
the caption "Risk Factors" constitute cautionary statements identifying
important factors with respect to the forward-looking statements, including
certain risks and uncertainties, that could cause actual results to differ
materially from those in such forward-looking statements.

CRITICAL ACCOUNTING POLICIES

A summary of our critical accounting policies is incorporated by reference
beginning on page 11 of our 2004 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 29, 2005. There have been no
material changes in the accounting policies followed by us during fiscal 2005.

BACKGROUND

We are a Michigan corporation and a holding company with three active wholly
owned subsidiaries. We have no independent operations of our own, however, we
provide various administrative functions for our operating subsidiaries.

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RUGGED LINER, INC. ("RL") manufactures and sells pickup truck bedliners and
tailgate covers through a distributor network. Truck bedliners are plastic
inserts that are placed in the rear beds of pickup trucks to protect the paint
and structural integrity of the bed. RL manufactures approximately 90 different
bedliners.

BRAINERD INTERNATIONAL RACEWAY & RESORT, INC. ("BIR") operates a motor sports
facility located approximately nine miles northwest of Brainerd, Minnesota.
Substantially all of BIR's revenues are obtained from motor sports racing events
at the racetrack. BIR schedules racing and other events held at the racetrack
during weekends in May through October of each year.

RACEWAY 66, INC. ("Raceway 66") is a combined convenience store and gas station
adjacent to our BIR facility.

SALE OF MOTOR SPORTS FACILITY. In November 2004, we announced our intent to sell
our multi-purpose motor sports facility located near Brainerd, Minnesota in an
effort to concentrate on our manufacturing operations located in Michigan. There
were no new developments regarding a potential sale of the facility during the
quarter ended September 30, 2005. The facility which hosts various spectator
events such as drag and road races for cars and motorcycles includes a
one-quarter mile drag strip and three-mile race course and consists of
approximately 530 acres of land. The facility also includes Raceway 66, a
combined convenience store and gas station adjacent to the property. We expect
to continue to operate the "BIR" facility until we locate a qualified purchaser.

DEVELOPMENT OF SPORTS AND ENTERTAINMENT COMPLEX. During 2001, we proposed the
development of a new sports and entertainment complex (the "Complex") to be
located on approximately 340 acres northeast of I-75 and Mount Morris Road in
Mount Morris Township, Genesse County, Michigan. This project is in the
development stage. We have received zoning and site plan approval for
development of the site by the Mount Morris Township Planning Board. The Complex
could eventually include a coliseum, domed stadium, hotel, theme restaurant, and
a combined gas station, convenience and souvenir store, along with 130 acres of
parking. To date, we have not been able to obtain the necessary funding for this
project and are currently evaluating our options. Potential alternatives for the
project include sale of the land we own and a release of the options we hold to
purchase additional land. If we cannot obtain sufficient capital to develop the
complex we will need to consider an alternative plan.

WILLIAMSON PROPOSAL. On March 15, 2005 the Company received notification via a
press release from Donald J. Williamson, the Company's majority shareholder,
concerning his plans to have the Company execute a variety of corporate
transactions including a joint venture with an Indian tribe to establish a
casino, the spin-off of the Company's BIR subsidiary to shareholders and other
corporate transactions. The Company has not had any further communication from
Mr. Williamson regarding these proposals and has not taken any action to execute
such transactions.

TENDER OFFER BY THE COMPANY. On September 21, 2005 the Company commenced a
Tender Offer for all of the shares of the Company's outstanding common stock.
Under the Offer, each shareholder that tendered his or her shares would receive
consideration in the amount of $1.00 per share. The Company was informed that
Donald J. Williamson and his family would not be tendering the shares that they
own in the Offer. The purpose of the Offer was to reduce the number of
shareholders so that the Company could delist from the Nasdaq Small Cap Market
and deregister from the reporting obligations of the Securities and Exchange
Commission and become a private company. The Offer was scheduled to end on
October 21, 2005. As of the ending date of the Offer, approximately 516,000
shares had been tendered out of approximately 919,000 shares available. However,
the Company was notified by the SEC that the information supplied to
shareholders regarding the Offer was not complete

                                       3
<PAGE>

and that the Offer would need to be terminated. On October 28, 2005, the Company
announced that it had terminated the Offer and that all shares tendered would be
returned to the shareholder. Upon clearance from the SEC, the Company intends to
commence a new tender offer on the same terms and conditions.

LIQUIDITY AND CAPITAL RESOURCES

Our consolidated current assets increased from $8,211,000 at December 31, 2004
to $9,450,000 at September 30, 2005. This increase is primarily related to
increases in cash and accounts receivable- trade of $2,988,000 and $306,000
respectively, offset by a decrease in note receivable-related party and other
assets-current of $1,671,000 and $356,000, respectively. Our consolidated
current liabilities increased from $1,560,000 at December 31, 2004 to $1,705,000
at September 30, 2005. This increase primarily relates to an increase in
accounts payable of $198,000.

Cash increased $2,988,000, from $673,000 at December 31, 2004 to $3,661,000 at
September 30, 2005 primarily due to $1,671,000 received from our majority
shareholder towards the balance owed on an outstanding note receivable-related
party and cash generated in operating activities of $1,445,000.

Accounts receivable - trade increased by approximately $306,000 from $833,000 as
of December 31, 2004 to $1,139,000 at September 30, 2005, due to increased sales
activity associated with the third quarter of the fiscal year, as compared to
the fourth quarter.

Note receivable - related party is comprised of a note, which is secured by a
subordinated mortgage and personal guarantee from our majority shareholder. The
note required monthly principal and interest payments through February 2005, at
which time the unpaid balance was due. The related party failed to pay the
remaining balance on the due date in February 2005; however, the related party
has continued to make the same principal and interest payments through May 2005
and made a partial principal payment of $1,600,000 towards the remaining balance
in June of 2005. The Company has sent a default letter demanding payment and is
pursuing collection of this obligation. During the quarter ended September 30,
2005, the Company obtained an independent appraisal of the collateral which
indicates a value of approximately $4,860,000. The Company is evaluating its
options with regards to the collateral. The Company believes that it has
adequate collateral to secure the remaining obligation.

Inventories remained relatively consistent and were $1,572,000 and $1,600,000 at
September 30, 2005 and December 31, 2004, respectively.

Other assets - current decreased $356,000 from $675,000 at December 31, 2004 to
$319,000 at September 30, 2005 primarily due to the expensing of prepaid
sanction fees associated with an event held at BIR in the third quarter of 2005.

Net property, plant and equipment decreased by approximately $1,907,000 from
$10,024,000 at December 31, 2004 to $8,117,000 at September 30, 2005 primarily
due to depreciation for the period of $1,228,000. Additionally, during the third
quarter of 2005, the Company evaluated the carrying amount of the assets of
Raceway 66. The Company commissioned an outside appraisal of the assets and as a
result of the appraisal recorded an impairment charge of $639,000.

                                       4
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LIABILITIES AND EQUITY

Accounts payable increased by approximately $198,000 from $953,000 at December
31, 2004 to $1,151,000 at September 30, 2005 primarily due to activities
associated with the seasonal operation of BIR which is from May through October
each year.

Accrued expenses decreased by $54,000 from $388,000 at December 31, 2004 to
$334,000 at September 30, 2005, primarily due to the payment of amounts accrued.

OUTSTANDING LOANS AND CONTRACTUAL COMMITMENTS

In 2002 we entered into term loans in the amount of $595,237. These loans are
secured by transportation equipment and require monthly payments including
interest at rates approximating 8% through November 2007.

In February 2003, we entered into a note payable with a bank in the amount of
$500,000. This note was secured by a mortgage on BIR's facilities and required
monthly payments of interest at 7.5%. In October 2003, we extended this note
with monthly principal and interest payments at 2.5% above prime (effective rate
of 9.25% at September 30, 2005) through October 2008.

We lease our Owosso, Michigan facility from an entity controlled by Donald J.
and Patsy L. Williamson, our majority shareholders at a monthly rental charge of
$50,000 per month. We are also responsible for all taxes, insurance and
maintenance expenses related to the facility. In the second quarter of 2005 we
extended the terms of our original lease agreement to May of 2020.

Summarized below are our obligations and commitments to make future payments
under debt obligations and lease agreements as of September 30, 2005:

<TABLE>
<CAPTION>
                        2006          2007          2008           2009         2010        Thereafter
                     ---------     ---------     ---------     ---------     -------       -----------
<S>                  <C>           <C>           <C>           <C>           <C>           <C>
Debt obligations     $ 219,000     $ 238,000     $ 142,000     $  11,000     $      --     $        --
Lease agreements       609,000       605,000       605,000       600,000       600,000       5,750,000
                     ---------     ---------     ---------     ---------     ---------     -----------
     Total           $ 828,000     $ 843,000     $ 747,000     $ 611,000     $ 600,000     $ 5,750,000
                     =========     =========     =========     =========     =========     ===========
</TABLE>

We believe that we will be able to satisfy our ongoing cash requirements for
operating activities in the next twelve months and thereafter with available
cash, cash flows from operations and the collection of advances and notes
receivable outstanding from our majority shareholder and related entities.
Borrowing arrangements or additional public capital will be necessary to fund
the proposed sports and entertainment complex, which we have been unable to
obtain to date.

                                       5
<PAGE>

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                    Nine Months Ending   Three Months Ending
                                      September 30          September 30
                                    ------------------   -------------------
                                    2005         2004       2005       2004
                                    ----         ----       ----       ----
<S>                                 <C>          <C>        <C>        <C>
Sales                               100%         100%       100%       100%
Cost of Sales                        82           85         76         87
Selling, General and
   Administrative Expenses           19           19         14         15
Land Development Costs               --            1         --          1
Net Gain on Disposal of Assets       --            1         --         --
Impairment of Long-Lived Assets       5           --         10         --
(Loss) Income from Operations        (6)          (5)         1         (4)
Other Income                          2            1          1          1
Net (Loss) Income                    (5)          (4)         2         (3)
</TABLE>

Our revenues were $6,525,000 in the three months ended September 30, 2005
compared to $7,078,000 in the same period of 2004. Revenues attributable to RL
were $3,285,000 and $3,649,000 for the quarters ended September 30, 2005 and
2004, respectively. The decrease in RL's sales from 2004 to 2005 is due to a
softening in demand for its bedliner products. BIR's revenues were $3,240,000
and $3,429,000 for the quarters ended September 30, 2005 and 2004, respectively.
The $189,000 decrease in BIR's revenues from 2004 to 2005 is due to a number of
decisions made to improve BIR's overall profitability. In 2005, we eliminated
events, which had combined revenues of $114,000, in the third quarter of 2004.
Additionally, Raceway 66, a combined gas station and convenience store has not
been opened in 2005 and accounted for $337,000 of BIR's revenues in the third
quarter of 2004. These decreases in revenues were offset by increased attendance
in remaining events held in 2005. Revenues were $13,808,000 and $17,520,000 for
the nine months periods ending September 30, 2005 and 2004, respectively.
Revenues for RL were $10,227,000 and $13,161,000 for the nine month periods
ended September 30, 2005 and 2004, respectively with the decrease due to the
same factors noted above. BIR revenues were $3,581,000 and $4,359,000 for the
same periods with the decrease due to the same reasons as described above.

Cost of sales were $4,946,000 and $6,186,000 for the quarters ended September
30, 2005 and 2004 respectively or 76% and 87% as a percentage of revenue. Cost
of sales attributable to RL were $2,531,000 and $3,151,000 for the quarters
ended September 30, 2005 and 2004 respectively or 77% and 86% as a percentage of
revenue. RL's cost of sales decreased as a percentage of sales from 2004 to 2005
due to reductions made in labor and overhead costs to correspond to lower sales
levels for the period. Gross profit for RL was 23% of sales for the third
quarter of 2005 and 14% of sales for the third quarter of 2004. Cost of sales
attributable to BIR were $2,415,000 and $3,035,000 for the quarters ended
September 30, 2005 and 2004, respectively. The decrease in BIR's cost of sales
from 2004 to 2005 is primarily due to not operating Raceway 66 during the third
quarter of 2005 and the elimination of events as described above, which
accounted for approximately $350,000 and $280,000, respectively.

Cost of sales for the nine month periods ended  September 30, 2005 and 2004 were
$11,371,000 and $14,961,000, respectively. Cost of sales attributable to RL were
$8,256,000 and  $10,313,000  for the same periods or 81% and 78% as a percentage
of revenues, respectively. The increase in RL's cost of sales as a percentage of
sales is primarily due to less favorable material costs as well as the reduction
in sales described  above,  reducing the absorption of fixed  manufacturing  and
overhead costs, partially

                                       6
<PAGE>

offset by labor and overhead cost reductions described above. Cost of sales
attributable to BIR for the nine month periods ended September 30, 2005 and 2004
were $3,115,000 and $4,648,000, respectively, for the same reasons as described
above.

Selling, general and administrative expenses were $904,000 and $1,092,000 for
the quarters ended September 30, 2005 and 2004, respectively, or 14% and 15% as
a percentage of revenues. Selling, general and administrative expenses
attributed to RL were $731,000 and $841,000 for the quarters ended September 30,
2005 and 2004, respectively or 22% and 23% respectively, as percentage of
revenues. RL's selling, general and administrative expenses decreased due to a
reduction in sales levels. Selling, general and administrative expenses for BIR
were $173,000 and $251,000 for the three month periods ended September 30, 2005
and 2004 respectively and decreased primarily due to a reduction in
administrative staff.

Selling, general and administrative expenses were $2,659,000 and $3,389,000 for
the nine month periods ended September 30, 2005 and 2004, respectively or 19% as
a percentage of revenues for both periods for the same reasons as described
above. Selling, general and administrative expenses attributed to RL were
$2,269,000 and $2,692,000 for the nine months ended September 30, 2005 and 2004,
respectively. Selling, general and administrative expenses for BIR were $390,000
and $697,000 for the same periods.

There were no land development costs incurred for the quarter ending September
30, 2005. Land development costs were $79,000 for the quarter ending September
30, 2004, and $40,000 and $249,000 for the nine month periods ended September
30, 2005 and 2004, respectively. Land development costs are comprised
principally of professional fees and non-refundable deposits to extend various
agreements to purchase land in Mount Morris Township, Michigan in connection
with our proposed sports and entertainment complex. Since financing for
development of the project was not in place at September 30, 2005 these amounts
have been expensed.

There was no net gain on disposal of assets for the quarters ended September 30,
2005 and 2004 respectively.

Net gain on disposal of assets was $14,000 and $198,000 for the nine month
periods ended September 30, 2005 and 2004, respectively. The net gain in 2004
related principally to an unused warehouse sold in the second quarter of 2004.

We evaluate long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. We engaged an independent appraisal company in the third quarter of
2005 to value the assets of Raceway 66, a combined convenience store and gas
station in Brainerd, Minnesota. As a result of the appraisal, we recorded an
impairment charge of $639,000 in the third quarter of 2005 to write-down the
assets to their estimated fair value.

Interest expense in the third quarter of 2005 decreased by $6,000 from the third
quarter of 2004, from $19,000 to $13,000 due to the reduction of outstanding
debt. Interest expense in the nine month period ending September 30, 2005
decreased by $10,000 from the same period in 2004, from $51,000 to $41,000 for
the same reason.

Interest income was $98,000 and $96,000 for the quarters ended September 30,
2005 and 2004, respectively, and $259,000 and $284,000 for the nine month
periods ended September 30, 2005 and 2004, respectively. Changes in interest
income are attributable to excess cash available for investment purposes at
prevailing rates and interest earned on notes receivable-related party.

                                       7
<PAGE>

RISK FACTORS

GENERAL

OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN ONE SHAREHOLDER, WHO IS ABLE TO
EXERCISE CONTROL AND MAKE DECISIONS THAT MAY NOT BE IN THE BEST INTEREST OF ALL
OF OUR SHAREHOLDERS

Donald J. Williamson, our majority shareholder and his wife, Patsy L.
Williamson, own approximately 96% of our issued and outstanding shares of common
stock. Accordingly, Donald and Patsy Williamson are able to control the election
of directors and all other matters which are subject to a vote of shareholders.
This concentration of ownership may have the effect of delaying or preventing a
change of control of Sports Resorts International, Inc. even if this change of
control would benefit all of the shareholders.

OUR FUTURE SUCCESS WILL BE DEPENDENT ON THE SKILL OF OUR KEY PERSONNEL

Our success depends upon the availability and performance of our officers and
senior management and other key personnel. We rely heavily upon the expertise of
a relatively small core of executives. We do not have employment agreements with
any of our key personnel. The loss of the services of one or more of our key
executives could have a material adverse effect on our operations.

OUR COMMON STOCK HAS A LIMITED TRADING MARKET, WHICH MAY MAKE IT DIFFICULT TO
SELL OR OBTAIN AN ADEQUATE PRICE FOR YOUR SHARES

There is a limited public market for our common stock and there is no assurance
that an active trading market will develop or be sustained. Because of this lack
of liquidity, our stock price may be highly volatile.

FLUCTUATIONS IN INTEREST RATES COULD INCREASE OUR BORROWING COSTS AND ADVERSELY
AFFECT OUR FINANCIAL RESULTS

In the event we borrow money in the future, we may be exposed to changes in
interest rates. Our credit facilities are usually based on the prime rate of
interest and may not necessarily be the lowest rate of interest. If the interest
rates charged by our lenders increase, there could be an adverse effect on our
financial results.

TRUCK ACCESSORIES SEGMENT

OUR PROFITABILITY IS DEPENDENT ON CONTROL OF OUR COSTS, IN THE EVENT WE ARE
UNABLE TO CONTROL OUR COSTS, OUR FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED

In order to manufacture our truck accessories we require plastic resin as a raw
material. The cost of plastic resin is directly dependent upon fluctuations in
natural gas feedstock prices. We do not have any long-term supply contracts and
do not use any hedging techniques to manage the costs of plastic resin. In the
event raw material prices increase, we may be unable to pass the increased costs
on to our customers which could adversely affect our results of operations. In
addition, we attempt to control our labor costs. In the event that the cost of
labor increases and we are unable to pass such increased labor costs to our
customers, our results of operations could be adversely affected.

                                       8
<PAGE>

OUR TRUCK ACCESSORIES BUSINESS FACES STRONG COMPETITION WHICH COULD AFFECT OUR
SALES AND PROFIT MARGINS

We compete for sales of bedliners and other truck accessories against a number
of companies. Many of these companies are larger, have greater market
recognition and substantially greater financial, technical, marketing,
distribution and other resources than we have. Additionally, new and alternative
product offerings are increasingly available. While product quality is an
important factor, price and features are also very important to our customers.
We attempt to manufacture high quality full-featured products, which are cost
competitive. We have faced and will continue to face additional competition from
new entrants and alternative products into our markets. We cannot be certain
that we will be able to compete successfully with existing or new competitors or
products.

THE EFFECTS OF INFLATION COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS IF OUR
COSTS INCREASE FASTER THAN WE CAN PASS THEM ON TO OUR CUSTOMERS

The relatively moderate rate of inflation experienced during the last decade has
not had a significant impact on our results of operations. However, there can be
no assurance that a moderate rate of inflation will continue. In the event the
rate of inflation increases more dramatically in the future, our costs may
increase faster than we can pass them on to our customers which would have an
adverse effect on our financial results.

OUR TRUCK ACCESSORY BUSINESS IS TIED TO THE NORTH AMERICAN VEHICLE INDUSTRY,
WHICH IS HIGHLY CYCLICAL AND DEPENDENT ON CONSUMER SPENDING AND GENERAL ECONOMIC
CONDITIONS IN NORTH AMERICA

Sales of our truck accessories including bedliners is tied to the North American
vehicle industry. The truck industry is highly cyclical and dependent on
consumer spending and general economic conditions in North America. We primarily
sell our truck accessories in the United States and as a result we are solely
dependent on the health and vitality of the U. S. economy for our success. There
can be no assurance that production of pickup trucks will not decline in the
future or that we will be able to fully utilize our manufacturing capacity.
Economic factors adversely affecting truck sales and production and consumer
spending could adversely impact our sales and operating results.

SPORTS AND ENTERTAINMENT SEGMENT

WE NEED TO MAINTAIN AND ENHANCE OUR WORKING RELATIONSHIP WITH THE NHRA

In order to be successful, our raceway operation needs to maintain a good
relationship with the primary sanctioning body of our racing events, The
National Hot Rod Association ("NHRA"). While we believe that we have a good
relationship with the NHRA, and the current term of our sanctioning agreement
has been extended to December 31, 2008, it is likely that the loss of the
national race with the NHRA would adversely affect the results of our
operations.

OUR RACEWAY OPERATIONS FACE COMPETITION FOR TICKET SALES AND MARKETING AND
ADVERTISING DOLLARS

We compete for marketing, advertising and ticket sales with other sports and
with other entertainment and recreational activities. In the event fan interest
in racing declines, it is likely that our results of operations would be
adversely affected. We compete with well-established raceway operations some of
which have greater market recognition and substantially greater financial,
technical, marketing, distribution and other resources than we have. Our ability
to compete successfully depends on a

                                       9
<PAGE>

number of factors, which are primarily outside our control including our ability
to develop and maintain effective marketing programs, the number and location of
our competitors and general market and economic conditions.

WE MAY INCUR LIABILITY FOR PERSONAL INJURIES

Racing events can be dangerous to participants and to spectators. We maintain
insurance policies that provide coverage within limits that in our judgement are
sufficient to protect us from material financial loss due to liability for
personal injuries sustained by or death of, spectators in the ordinary course of
our business. Our insurance may not be adequate or available at all times and in
all circumstances. In the event damages for injuries sustained by our spectators
exceed our liability coverage or our insurance company denies coverage, our
financial condition, results of operations and cash flows could be adversely
affected to the extent claims and associated expenses exceed our insurance
recoveries.

WE WILL NEED ADDITIONAL FINANCING WHICH MAY OR MAY NOT BE AVAILABLE OR WHICH MAY
DILUTE THE OWNERSHIP INTEREST OF CURRENT SHAREHOLDERS

We have previously announced plans to develop a large sports and entertainment
complex in Mount Morris Township, Michigan. To date, we have been unable to
obtain the necessary funding for this project and are currently evaluating our
options. If we cannot obtain sufficient capital to develop the complex we will
need to consider an alternative plan.

OUR RACEWAY OPERATIONS ARE SEASONAL AND THEREFORE ADVERSE WEATHER CAN AFFECT OUR
RESULTS OF OPERATIONS

Our raceway operations primarily operate on the weekends from May through
October. In the event that adverse weather conditions curtail attendance at any
of our races, it could have a material adverse affect on our results of
operations.

OUR FAILURE TO PROPERLY MANAGE MERGERS, ACQUISITIONS, DISPOSITIONS AND
DIVERSIFICATION INTO OTHER LINES OF BUSINESS COULD ADVERSELY AFFECT OUR BUSINESS

Recently, we announced that we have decided to expand the sports and
entertainment aspects of our business. In the future we may expand or contract
our operations through mergers, acquisitions, dispositions and diversification.
These activities expose us to a number of special risks, including diversion of
management's attention, failure to retain key personnel or customers of an
acquired business, difficulties transitioning operations to accommodate new
businesses or activities and limited experience in managing a large sports and
entertainment enterprise. There can be no assurance that we will be able to
effectively manage these special risks.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" (SFAS 123(R). It requires that the costs of employee share-based
payments be measured at fair value on the awards grant date using an
option-pricing model and recognized in the financial statements over the
requisite service period. SFAS 123(R) supersedes Opinion 25, "Accounting for
Stock Issued to Employees" and its related interpretations, and eliminates the
alternative to use Opinion 25's intrinsic value method of accounting, which we
are currently using. SFAS 123(R) allows for two alternative transition methods.
We are currently determining which transition method we will adopt and are
evaluating the impact SFAS 123(R) will have on our financial position, results
of operations, EPS and

                                       10
<PAGE>

cash flows when it is adopted. We do not expect the adoption of SFAS 123(R) to
have a material effect on our consolidated financial statements.

On March 29, 2005, the SEC issued Staff Accounting Bulletin ("SAB") No. 107,
"Share Based Payments". This SAB expresses the views of the SEC staff regarding
the relationship between SFAS No. 123(R), "Share-Based Payment" and certain SEC
rules and regulations. In particular, the SAB provides guidance related to
valuation methods, the classification of compensation expense, non-GAAP
financial measures, the accounting for income tax effects of share-based payment
arrangements, disclosures in Management's Discussion and Analysis subsequent to
adoption of SFAS No. 123(R), and interpretations of other share-based payment
arrangements. We will adopt SAB No. 107 in conjunction with the adoption of SFAS
No. 123(R) in the first quarter of 2006. We do not expect the adoption of this
SAB to have a material effect on our consolidated financial statements.

In November 2004, the FASB issued SFAS No. 151, "Inventory Cost," an amendment
of ARB No. 43, Chapter 4, which is effective for inventory costs incurred during
fiscal years beginning after September 15, 2005. The amendments made by SFAS 151
will improve financial reporting by clarifying that abnormal amounts of idle
facility expense, freight, handling costs, and wasted materials (spoilage)
should be recognized as current-period charges and by requiring the allocation
of fixed production overheads to inventory based on the normal capacity of the
production facilities. We do not believe that the adoption of SFAS 151 will have
a significant effect on our financial statements.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a Replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS No. 154"). SFAS No. 154 provides guidance on the accounting for and
reporting of accounting changes and error corrections, and is effective for
fiscal years beginning after December 15, 2005. Early adoption is permitted.
SFAS No. 154 is not expected to have a material impact on our consolidated
financial statements.

SEGMENT REPORTING

For a discussion of our business segments, see Note 13 to the condensed
financial statements included in Appendix A.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

See the discussion under "Market Risk Disclosure" in Item 2 above.

ITEM 4. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

The Company maintains controls and procedures designed to ensure that it is able
to collect the information that is required to be disclosed in the reports it
files with the SEC, and to process, summarize and disclose this information
within the time period specified in the rules of the SEC. The Company's Chief
Executive and Chief Financial Officers are responsible for establishing,
maintaining and enhancing these procedures. They are also responsible, as
required by the rules established by the SEC, for the evaluation of the
effectiveness of these procedures.

Based on their evaluation of the Company's disclosure controls and procedures
which took place as of the end of the period covered by this report, the Chief
Executive and the Chief Financial Officers believe that, not withstanding the
material weaknesses discussed below, these procedures are effective

                                       11
<PAGE>

to ensure that the Company is able to collect, process and disclose the
information it is required to disclose in the reports it files with the SEC
within the required time period.

Internal Controls

The Company maintains a system of internal controls designed to provide
reasonable assurance that transactions are executed in accordance with
management's general or specific authorization; transactions are recorded as
necessary to (1) permit preparation of financial statements in conformity with
generally accepted accounting principles, and (2) maintain accountability for
assets. Access to assets is permitted only in accordance with management's
general or specific authorization.

Since the date of the most recent evaluation of the Company's internal controls
by the Chief Executive and Chief Financial Officers, there have been no changes
in such controls or in other factors that could have significantly affected
those controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.

In February 2005, management was notified that the Company's Independent
Registered Public Accounting Firm, Grant Thornton LLP ("Grant Thornton") had
identified three material weaknesses in the Company's internal controls under
the standards established by the Public Company Accounting Oversight Board. A
material weakness is a control deficiency, or a combination of control
deficiencies that results in a more than remote likelihood that a material
misstatement will not be prevented or detected. Grant Thornton identified the
following as material weaknesses:

-     lack of documentation of policies and controls;

-     concentration of duties among few accounting staff members;

-     inadequate security within software applications.

The Company is developing a plan of action to remediate the cited material
weaknesses.

                                       12
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None

ITEM 6. EXHIBITS

(a)   Exhibits

      31.1  Certification of Chief Executive Officer pursuant to Rules 13a-14(a)
            and 15d-14(a) under the Securities Exchange Act of 1934, as amended

      31.2  Certification of Chief Financial Officer pursuant to Rules 13a-14(a)
            and 15d-14(a) under the Securities Exchange Act of 1934, as amended

      32.1  Certification of Chief Executive Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002

      32.2  Certification of Chief Financial Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002

                                       13
<PAGE>

                                   SIGNATURES

Pursuant to the requirements 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.

                                        SPORTS RESORTS INTERNATIONAL, INC.

Dated: November 16, 2005                By: /s/ Gregory T. Strzynski
                                            ------------------------------------
                                            Gregory T. Strzynski
                                            Chief Financial Officer
                                            (Duly Authorized Officer and
                                            Principal Accounting and Financial
                                            Officer of the Registrant)

                                       14
<PAGE>

                                   APPENDIX A

                                      A-1
<PAGE>

                       SPORTS RESORTS INTERNATIONAL, INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                September 30,    December 31,
                                                                     2005           2004
                                                                 (unaudited)      (audited)
                                                                -------------    ------------
<S>                                                             <C>              <C>
ASSETS

CURRENT ASSETS:
  Cash                                                          $  3,660,963     $   673,314
  Accounts receivable:
    Trade (net of allowance for doubtful accounts and cash
    discounts of $206,000 at September 30, 2005 and $184,000
    at December 31, 2004)                                          1,138,751         833,099
  Note receivable - related party (Note 3)                         2,758,892       4,429,654
  Inventories (Note 4)                                             1,572,241       1,599,738
  Other (Note 5)                                                     318,664         675,016
                                                                ------------     -----------

          Total current assets                                     9,449,511       8,210,821

PROPERTY, PLANT, AND EQUIPMENT - Net
  (Notes 6 and 8)                                                  8,116,754      10,024,340

OTHER ASSETS:
  Other (Note 7)                                                   2,020,486       2,032,044
                                                                ------------     -----------
TOTAL ASSETS                                                    $ 19,586,751     $20,267,205
                                                                ============     ===========
</TABLE>

                                      A-2
<PAGE>

                       SPORTS RESORTS INTERNATIONAL, INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                 September 30,     December 31,
                                                    2005               2004
                                                 (unaudited)        (audited)
                                                 -------------     ------------
<S>                                              <C>               <C>
LIABILITIES & SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt (Note 8)     $    219,472      $    219,058
  Accounts payable                                  1,151,468           952,792
  Accrued expenses (Note 9)                           333,887           387,896
                                                 ------------      ------------

          Total current liabilities                 1,704,827         1,559,746

LONG-TERM DEBT (Note 8)                               390,238           573,028

SHAREHOLDERS' EQUITY
  Common stock: 70,000,000 shares authorized
      at $0.01 par value, 48,399,771 shares
      issued and outstanding at September
      30, 2005 and December 31, 2004                  483,997           483,997
  Additional paid-in-capital                        5,775,068         5,775,068
  Net advances to related parties (Note 3)           (396,292)         (396,292)
  Retained earnings                                11,628,913        12,271,658
                                                 ------------      ------------

             Total shareholders' equity            17,491,686        18,134,431
                                                 ------------      ------------

TOTAL LIABILITIES & SHAREHOLDERS'
  EQUITY                                         $ 19,586,751      $ 20,267,205
                                                 ============      ============
</TABLE>

                                      A-3
<PAGE>

                       SPORTS RESORTS INTERNATIONAL, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                          Nine Months Ending              Three Months Ending
                                             September 30                     September 30
                                    ------------------------------      ------------------------------
                                        2005              2004             2005              2004
                                    ------------      ------------      ------------      ------------
<S>                                 <C>               <C>               <C>               <C>
SALES                               $ 13,807,511      $ 17,520,302      $  6,525,003      $  7,078,487

COST OF SALES                         11,370,749        14,960,830         4,946,147         6,185,515
                                    ------------      ------------      ------------      ------------

GROSS PROFIT                           2,436,762         2,559,472         1,578,856           892,972

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES              2,658,972         3,388,972           903,993         1,092,463

LAND DEVELOPMENT COSTS (Note 7)           39,668           248,842                --            79,069

NET GAIN ON DISPOSAL
  OF ASSETS (Note 6)                      13,578           198,333                --                --

IMPAIRMENT OF LONG-LIVED
ASSETS  (Note 2)                         638,912                --           638,912                --
                                    ------------      ------------      ------------      ------------

(LOSS) INCOME FROM OPERATIONS           (887,212)         (880,009)           35,951          (278,560)

OTHER INCOME (EXPENSE):
  Interest expense                       (40,697)          (51,322)          (13,283)          (18,810)
  Interest income                        258,942           284,416            98,026            96,396
  Other                                   26,222               522             3,293             1,205
                                    ------------      ------------      ------------      ------------

    Other income, net                    244,467           233,616            88,036            78,791
                                    ------------      ------------      ------------      ------------

NET (LOSS) INCOME                   $   (642,745)     $   (646,393)     $    123,987      $   (199,769)
                                    ============      ============      ============      ============
</TABLE>

                                                                       Continued

                                      A-4
<PAGE>

                       SPORTS RESORTS INTERNATIONAL, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                           Nine Months Ending                Three Months Ending
                                                September 30                    September 30
                                        ---------------------------     ----------------------------
                                           2005            2004            2005             2004
                                        -----------     -----------     -----------      -----------
<S>                                     <C>             <C>             <C>              <C>
BASIC AND DILUTED
   (LOSS) EARNINGS PER SHARE
   (Note 11)

   Net (Loss) Earnings                  $     (0.01)    $     (0.01)    $      0.00      $     (0.00)
                                        ===========     ===========     ===========      ===========

WEIGHTED AVERAGE COMMON
   SHARES
   Basic                                 48,399,771      48,385,802      48,399,771       48,399,771

   Effect of dilutive securities:
     Common share equivalents,
       common shares issuable upon
       exercise of outstanding
       stock options                             --              --              --               --

                                        -----------     -----------     -----------      -----------
   Diluted                               48,399,771      48,385,802      48,399,771       48,399,771
                                        ===========     ===========     ===========      ===========
</TABLE>

                                                                       Concluded

                                      A-5
<PAGE>

                       SPORTS RESORTS INTERNATIONAL, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                Nine Months Ending
                                                                                  September 30
                                                                          -----------------------------
                                                                              2005            2004
                                                                          ------------     ------------
<S>                                                                       <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                              $  (642,745)     $  (646,393)
    Adjustments to reconcile net loss to net cash
         provided by operating activities:
         Depreciation and amortization                                      1,228,155        1,324,652
         Impairment of long-lived assets (Note 2)                             638,912               --
         Gain on disposal of property and equipment                           (13,578)        (198,333)
         Changes in assets and liabilities that provided (used) cash:
           Accounts receivable                                               (305,652)        (325,796)
           Income taxes receivable                                                 --        1,570,234
           Inventories                                                         27,497         (266,002)
           Other                                                              367,910          194,573
           Accounts payable                                                   198,676          148,243
           Accrued expenses                                                   (54,009)        (188,750)
                                                                          -----------      -----------

Net cash provided by operating activities                                   1,445,166        1,612,428
                                                                          -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                      (53,015)        (289,348)
    Purchase of land held for development                                          --         (751,890)
    Proceeds from disposal of property and equipment                          107,112          428,506
    Payments received on notes receivable-related party                     1,670,762          119,196
                                                                          -----------      -----------

Net cash provided by (used in) investing activities                         1,724,859         (493,536)
                                                                          -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments on long-term debt                                     (182,376)        (203,523)
    Proceeds from issuance of common stock                                         --          118,831
                                                                          -----------      -----------

Net cash used in financing activities                                        (182,376)         (84,692)
                                                                          -----------      -----------

INCREASE IN CASH                                                            2,987,649        1,034,200

CASH, BEGINNING OF PERIOD                                                     673,314          482,128
                                                                          -----------      -----------

CASH, END OF PERIOD                                                       $ 3,660,963      $ 1,516,328
                                                                          ===========      ===========
</TABLE>

                                                                       Continued

                                      A-6
<PAGE>

                       SPORTS RESORTS INTERNATIONAL, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                Nine Months Ending
                                                    September 30
                                                -------------------
                                                  2005       2004
                                                -------     -------
<S>                                             <C>         <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
   Cash paid during the period for interest     $40,697     $52,303
                                                =======     =======
</TABLE>

                                                                       Concluded

                                      A-7
<PAGE>

                       SPORTS RESORTS INTERNATIONAL, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 BASIS OF PRESENTATION

      The Company is a Michigan corporation and a holding company with three
      active wholly owned subsidiaries, Rugged Liner, Inc. ("RL") (formerly The
      Colonel's Truck Accessories, Inc.), Brainerd International Raceway &
      Resort, Inc., ("BIR") (formerly the Colonel's Brainerd International
      Raceway, Inc.) and Raceway 66, Inc. ("Raceway 66"). The Colonel's, Inc.
      ("The Colonel's") is an inactive subsidiary, having sold all of its assets
      except for certain land in December 1998. The Company's subsidiaries
      operate in two segments, truck accessories and sports and entertainment.

      These financial statements should be read in conjunction with the audited
      financial statements and notes to consolidated financial statements
      included in the Company's 2004 Annual Report on Form 10-K, filed with the
      Securities and Exchange Commission on March 29, 2005. A summary of
      critical accounting policies is presented beginning on page 11 of the
      Company's most recent Form 10-K. There have been no material changes in
      the accounting policies followed by the Company during fiscal year 2005.

      The financial information included herein is unaudited; however such
      information reflects all adjustments (consisting solely of normal
      recurring adjustments) that are, in the opinion of management, necessary
      for a fair presentation of the results of operations, financial position
      and cash flows for the periods presented.

      Interim results of operations are not necessarily indicative of the
      results expected for the full year.

      RECLASSIFICATIONS - Certain amounts from prior periods have been
      reclassified to conform to the current presentation.

      NEW ACCOUNTING PRONOUNCEMENTS

      In December 2004, the FASB issued SFAS No. 123 (revised 2004),
      "Share-Based Payment" (SFAS 123(R)). It requires that the costs of
      employee share-based payments be measured at fair value on the awards
      grant date using an option-pricing model and recognized in the financial
      statements over the requisite service period. SFAS 123(R) supersedes
      Opinion 25, "Accounting for Stock Issued to Employees" and its related
      interpretations, and eliminates the alternative to use Opinion 25's
      intrinsic value method of accounting, which the Company is currently
      using. SFAS 123(R) allows for two alternative transition methods. The
      Company is currently determining which transition method it will adopt and
      is evaluating the impact SFAS 123(R) will have on its financial position,
      results of operations, EPS and cash flows when it is adopted. The Company
      does not expect the adoption of SFAS 123 (R) to have a material effect on
      its consolidated financial statements.

      On March 29, 2005, the SEC issued Staff Accounting Bulletin ("SAB") No.
      107, "Share Based Payments". This SAB expresses the views of the SEC staff
      regarding the relationship between SFAS No. 123(R), "Share-Based Payment"
      and certain SEC rules and regulations. In particular, the SAB provides
      guidance related to valuation methods, the classification of compensation
      expense, non-GAAP financial measures, the accounting for income tax
      effects of share-based payment arrangements, disclosures in Management's
      Discussion and Analysis

                                      A-8
<PAGE>

      subsequent to adoption of SFAS No. 123(R), and interpretations of other
      share-based payment arrangements. The Company will adopt SAB No. 107 in
      conjunction with its adoption of SFAS No. 123(R) in the first quarter of
      2006. The Company does not expect the adoption of this SAB to have a
      material effect on its consolidated financial statements.

      In November 2004, the FASB issued SFAS No. 151, "Inventory Cost," an
      amendment of ARB No. 43, Chapter 4, which is effective for inventory costs
      incurred during fiscal years beginning after September 15, 2005. The
      amendments made by SFAS 151 will improve financial reporting by clarifying
      that abnormal amounts of idle facility expense, freight, handling costs,
      and wasted materials (spoilage) should be recognized as current-period
      charges and by requiring the allocation of fixed production overheads to
      inventory based on the normal capacity of the production facilities. The
      Company does not believe that the adoption of SFAS 151 will have a
      significant effect on its financial statements.

      In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
      Corrections, a Replacement of APB Opinion No. 20 and FASB Statement No. 3"
      ("SFAS No. 154"). SFAS No. 154 provides guidance on the accounting for and
      reporting of accounting changes and error corrections, and is effective
      for fiscal years beginning after December 15, 2005. Early adoption is
      permitted. SFAS No. 154 is not expected to have a material impact on the
      Company's consolidated financial statements.

Note 2 IMPAIRMENT OF LONG-LIVED ASSETS

      The Company evaluates long-lived assets for impairment whenever events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be recoverable. The Company engaged an independent appraisal company
      in the third quarter of 2005 to value the assets of Raceway 66, a combined
      convenience store and gas station in Brainerd, Minnesota an element of our
      "Raceway" business segment. The Company determined the appraisal was
      necessary following the decision not to open Raceway 66 for the summer
      racing season. As a result of the appraisal, which used a combination of a
      cost approach, a sales comparison approach and an income capitalization
      approach, the Company recorded an impairment charge of $639,000 in the
      third quarter of 2005 to write-down the assets to their estimated fair
      value.

Note 3 RELATED PARTY TRANSACTIONS

      Note Receivable

      During the first quarter of 1999, a note receivable from South Saginaw
      LLC, a company owned by Donald J. Williamson, the Company's Chief
      Executive Officer and majority shareholder, of $5,200,000 was established.
      The note required monthly payments of $43,496, including interest at 8.0%,
      through February 2005, at which time the unpaid balance was due. The
      related party has failed to pay the remaining balance due on the due date
      in February 2005. The Company has sent a default letter demanding payment
      and is pursuing collection of this obligation. The note is secured by a
      subordinated mortgage and personal guarantee. The related party
      continued to make interest and principal payments through May 31, 2005. In
      June of 2005 the related party made a partial principal payment of
      $1,600,000 towards the remaining balance. The Company has obtained an
      independent appraisal of the collateral which indicates a value of
      approximately $4,860,000. The Company is evaluating its options with
      regards to the collateral. The Company believes that is has adequate
      collateral to secure the remaining obligation.

                                      A-9
<PAGE>

      Net Advances to Related Parties

      From 1999 through the first six months of 2002, the Company made certain
      advances to affiliated entities controlled by Donald J. Williamson. The
      total amount of these advances outstanding at September 30, 2005 and
      December 31, 2004 was $396,000, which is to be reimbursed to the Company
      by the affiliated entities. These advances to related parties are recorded
      as a reduction to shareholders' equity.

      In accordance with the Sarbanes-Oxley Act of 2002, the Company
      discontinued making any additional advances, or any modifications to
      existing credit arrangements to or on behalf of affiliated entities.

Note 4 INVENTORIES

      Inventories are summarized as follows:

<TABLE>
<CAPTION>
                     September 30,    December 31,
                         2005            2004
                      (unaudited)       (audited)
                     -------------    ------------
<S>                  <C>              <C>
Finished products     $  804,750       $  803,651
Raw materials            747,345          764,340
Other                     20,146           31,747
                      ----------       ----------

Total                 $1,572,241       $1,599,738
                      ==========       ==========
</TABLE>

Note 5 OTHER ASSETS, CURRENT

      Other assets, current is summarized as follows:

<TABLE>
<CAPTION>
                                       September 30,   December 31,
                                           2005           2004
                                        (unaudited)     (audited)
                                       -------------   ------------
<S>                                    <C>             <C>
Prepaids:
    Sanction fees                        $      --      $ 250,000
    Insurance                               40,058         88,641
    Rent                                    52,474         52,474
    Property taxes                          74,795        139,589
Interest receivable-shareholder note
   (Note 3)                                 72,835             --
Deposits                                    64,539         66,577
Other                                       13,963         77,735
                                         ---------      ---------

Total                                    $ 318,664      $ 675,016
                                         =========      =========
</TABLE>

                                      A-10
<PAGE>

Note 6 PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment is summarized by major classification as
      follows:

<TABLE>
<CAPTION>
                                         September 30,     December 31,
                                             2005             2004
                                          (unaudited)       (audited)
                                         -------------     ------------
<S>                                      <C>               <C>
Land and improvements                    $  3,757,629      $  3,757,629
Track                                       1,560,300         1,560,300
Buildings (Note 2)                          2,289,530         2,928,442
Condominium units                             466,000           466,000
Leasehold improvements                        319,899           319,899
Bleachers & fencing                         1,656,266         1,656,266
Equipment                                   7,479,895         7,488,466
Transportation equipment                    1,918,119         2,022,204
Furniture & fixtures                          680,053           684,758
Tooling                                     4,262,082         4,257,384
                                         ------------      ------------

   Total                                   24,389,773        25,141,348
   Less accumulated depreciation          (16,273,019)      (15,117,008)
                                         ------------      ------------

Net property, plant and equipment        $  8,116,754      $ 10,024,340
                                         ============      ============
</TABLE>

The Company sold an unused warehouse building with a carrying value of
approximately $230,000 and recognized a gain of $184,000 in the second quarter
of 2004.

Note 7 OTHER ASSETS, LONG-TERM

      Other assets, long-term is summarized as follows:

<TABLE>
<CAPTION>
                             September 30,     December 31,
                                 2005             2004
                              (unaudited)       (audited)
                             -------------     ------------
<S>                          <C>               <C>
Rental property               $   75,000       $   75,000
Land held for development      1,889,349        1,889,349
Land contract receivable          51,937           63,495
Other                              4,200            4,200
                              ----------       ----------

Total                         $2,020,486       $2,032,044
                              ==========       ==========
</TABLE>

The Company has incurred professional fees and made non-refundable deposits to
purchase land in Mount Morris Township, Michigan in connection with a proposed
plan to develop a sports and entertainment complex, during the nine month
periods ending September 30, 2005 and 2004. Since financing for development of
the project is not in place, these amounts have been expensed.

                                      A-11
<PAGE>

Note 8 LONG TERM DEBT

      Long-term obligations consist of the following:

<TABLE>
<CAPTION>
                                                                       September 30,   December 31,
                                                                           2005            2004
                                                                        (unaudited)     (audited)
                                                                       ------------    ------------
<S>                                                                    <C>             <C>
Note payable to a bank, monthly installments of interest at 7.5%
   through October 2003, and monthly payments of principal and
   interest at 2.5% above prime (effective rate of 9.25% and 7.75%
   at September 30, 2005 and December 31, 2004, respectively)
   through October 2008; secured by a mortgage on related property       $ 330,354      $ 398,463

Term loans, payable to finance companies, monthly installments
   include interest approximating 8.0% through November 2007,
   collateralized by the related transportation equipment                  279,356        393,623
                                                                         ---------      ---------
            Total                                                          609,710        792,086
Less current portion                                                      (219,472)      (219,058)
                                                                         ---------      ---------

Long-term                                                                $ 390,238      $ 573,028
                                                                         =========      =========
</TABLE>

Note 9 ACCRUED EXPENSES

      Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                      September 30,   December 31,
                          2005           2004
                      (unaudited)      (audited)
                      -------------  -------------
<S>                   <C>            <C>
Professional fees       $ 76,582       $162,706
Payroll and taxes         83,115         81,843
Property taxes            69,300         69,300
Director's fees           24,750             --
Other                     80,140         74,047
                        --------       --------

    Total               $333,887       $387,896
                        ========       ========
</TABLE>

Note 10 INCOME TAXES

      The Company provides for deferred income taxes under the asset and
      liability method, whereby deferred income taxes result from temporary
      differences between the tax bases of assets and liabilities and their
      reported amounts in the financial statements that will result in taxable
      or deductible amounts in the future. Such deferred income tax asset and
      liability computations are based on enacted tax laws and rates applicable
      to periods in which the differences are expected to affect taxable income.
      A valuation allowance is established to reduce deferred income tax assets
      to the amount expected to be realized.

      At December 31, 2004, the Company has net operating loss carryforwards for
      federal income tax purposes of $2,834,330, the last of which expire in
      2024 if not utilized.

      Certain of the Company's federal income tax returns are under review by
      the Internal Revenue Service ("IRS"). Management is currently unable to
      estimate the probable range of the outcome, if unfavorable which could
      have a material adverse affect on the Company's financial condition, cash
      flows and results of operations.


                                      A-12
<PAGE>

Note 11 (LOSS) EARNINGS PER SHARE

      Basic (loss) earnings per share is based upon the weighted average number
      of shares outstanding. Diluted earnings per share assumes the exercise of
      common stock options when dilutive.

Note 12 STOCK OPTIONS

      The Company has stock-based employee compensation plans, which are
      described more fully in Note 12 in the Company's 2004 Annual Report. The
      Company applies the recognition and measurement principles of Accounting
      Principles Board Opinion No. 25 to its stock-based compensation awards.
      Since stock options are granted at prices equal to fair market value, no
      compensation expense is recognized in connection with stock options
      granted to employees. The proforma effect on net income (loss) and
      earnings (loss) per share if the Company applied the fair value
      recognition provisions of SFAS 123, is not presented since there were no
      unvested stock option awards during the periods presented.

Note 13 SEGMENTS OF BUSINESS

      The Company's reportable segments are strategic business units that offer
      different products and services. The business units have been divided into
      two reportable segments: the manufacturing and sale of bedliners and other
      truck accessories ("Truck Accessories"), and operation of a multi-purpose
      motor sports facility in Brainerd, Minnesota ("Raceway").

      Operating segments are defined as components of an enterprise about which
      separate financial information is available that is evaluated regularly by
      the chief operating decision-maker, or decision making group, in deciding
      how to allocate resources and assessing performance. The Company's chief
      operating decision-maker is its Chief Executive Officer.

      The Company evaluates performance based on stand-alone product segment
      operating income. Intersegment sales and transfers, interest income and
      expenses are not significant.

      Financial information segregated by reportable product segment is as
      follows:

<TABLE>
<CAPTION>
                                           Nine Months Ending                  Three Months Ending
                                               September 30                        September 30
                                               (unaudited)                         (unaudited)
                                    --------------------------------        --------------------------------
                                       2005                 2004                 2005             2004
                                    ------------        ------------        ------------       -------------
<S>                                 <C>                 <C>                 <C>                <C>
Sales:
    Truck Accessories               $ 10,226,688        $ 13,161,088        $  3,284,962       $  3,649,095
    Raceway                            3,580,823           4,359,214           3,240,041          3,429,392
                                    ------------        ------------        ------------       ------------

    Total                           $ 13,807,511        $ 17,520,302        $  6,525,003       $  7,078,487
                                    ============        ============        ============       ============

(Loss) Income from Operations
    Truck Accessories               $   (325,613)       $     99,260        $     23,764       $   (421,404)
    Raceway                             (561,599)           (979,269)             12,187            142,844
                                    ------------        ------------        ------------       ------------

    Total                           $   (887,212)       $   (880,009)       $     35,951       $   (278,560)
                                    ============        ============        ============       ============
</TABLE>

                                      A-13
<PAGE>

                                  Exhibit Index

<TABLE>
<CAPTION>
Exhibit No.      Description
-----------      ---------------------------------------------------------------------
<S>              <C>
      31.1       Certification of Chief Executive Officer pursuant to Rules 13a-14(a)
                 and 15d-14(a) under the Securities Exchange Act of 1934, as amended

      31.2       Certification of Chief Financial Officer pursuant to Rules 13a-14(a)
                 and 15d-14(a) under the Securities Exchange Act of 1934, as amended

      32.1       Certification of Chief Executive Officer pursuant to 18 U.S.C.
                 Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002

      32.2       Certification of Chief Financial Officer pursuant to 18 U.S.C.
                 Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002
</TABLE>