<PAGE>


                                  UNITED STATES
                       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 APRIL 1, 2000.

                                       OR

/ /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______

                         COMMISSION FILE NUMBER 0-22359

                                 TRACK `N TRAIL
             (Exact name of registrant as specified in its charter)

          DELAWARE                                       91-1778085
(State or other jurisdiction of           I.R.S. Employer Identification Number
incorporation or organization)

               4961-A WINDPLAY DRIVE, EL DORADO HILLS, CALIFORNIA
               95762 (Address of principal executive offices) (zip code)

                                 (916) 933-4525
              (Registrant's telephone number, including area code)


Indicate by a 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

The number of shares of Registrant's Common Stock, $0.01 par value, outstanding
as of May 10, 2000 was 7,156,759.


<PAGE>

                                 TRACK 'N TRAIL

                                    FORM 10-Q

                           QUARTER ENDED APRIL 1, 2000

                                      INDEX


<TABLE>
<CAPTION>


PART I:       FINANCIAL INFORMATION (UNAUDITED)                                                             PAGE

<S>           <C>                                                                                         <C>

              Item 1.      Financial Statements

                           Consolidated Balance Sheets as of April 1, 2000
                           and December 25, 1999..............................................................1

                           Consolidated Statements of Operations for the 14-Weeks
                           ended April 1, 2000 and the 13-Weeks ended March 27, 1999..........................2

                           Consolidated Statements of Cash Flows for the 14-Weeks
                           ended April 1, 2000 and the 13-Weeks ended March 27, 1999..........................3

                           Notes to Consolidated Financial Statements........................................4-6

              Item 2.      Management's Discussion and Analysis of Financial
                           Condition and Results of Operations...............................................6-9

PART II:      OTHER INFORMATION

              Item 6.      Exhibits and Reports on Form 8-K...................................................9

SIGNATURES...................................................................................................10

</TABLE>

<PAGE>


PART I: FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS


                                   TRACK 'N TRAIL AND SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEETS
                           (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>


                                                             APRIL 1,   DECEMBER 25,
                                                              2000         1999
                                                           (unaudited)
                                                            ---------    ----------

<S>                                                         <C>           <C>

                          ASSETS

Current assets:
  Cash and cash equivalents                                  $   581       $ 3,069
  Accounts receivable                                          1,072         1,898
  Income taxes receivable                                      1,710         1,710
  Inventories                                                 32,023        34,099
  Prepaid expenses                                               397           662
  Prepaid income taxes                                           295            --
  Deferred income taxes                                        2,831         2,831
                                                             -------       -------

         Total current assets                                 38,909        44,269

Fixed assets, net                                              9,282         9,513
Goodwill, net                                                  2,716         2,757
Deferred income taxes                                          3,646         3,646
Other assets                                                     151            --
                                                             -------       -------
          Total assets                                       $54,704       $60,185
                                                             =======       =======

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

    Current portion of long-term debt                        $    16       $15,534
    Accounts payable                                           9,247        13,772
    Reserve for store closings and restructuring costs         4,700         4,782
    Accrued payroll                                              612         1,008
    Sales tax payable                                            519           945
    Accrued expenses and other liabilities                     1,700         1,106
                                                             -------       -------
             Total current liabilities                        16,794        37,147

Deferred rent                                                  1,527         1,483
Long-term debt, net of current portion                        15,210             5
                                                             -------       -------
             Total liabilities                                33,531        38,635
                                                             -------       -------


Stockholders' equity:
 Preferred stock, $0.01 par value; 2,000,000 shares
  authorized; no shares issued or outstanding                     --            --
 Common stock, $0.01 par value; 20,000,000 shares
  authorized; 7,156,759 and 6,959,476 shares issued and
  outstanding at April 1, 2000 and
  December 25, 1999, respectively                                 72            70
 Additional paid-in capital                                   25,976        25,962
 Retained deficit                                             (4,875)       (4,482)
                                                              -------      -------

             Total stockholders' equity                       21,173        21,550
                                                              -------      -------

             Total liabilities and stockholders' equity       $54,704      $60,185
                                                              =======      =======

</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       1
<PAGE>

                         TRACK 'N TRAIL AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

                                   ----------
                                   (unaudited)

<TABLE>
<CAPTION>


                                                            PERIOD ENDED
                                           -----------------------------------------
                                                APRIL 1,                 MARCH 27,
                                                 2000                      1999
                                              (14 WEEKS)                (13 WEEKS)
                                           ----------------          ---------------

<S>                                      <C>                       <C>

Net sales                                $          23,370         $         23,324

Cost of sales                                       11,467                   12,621
                                           ----------------          ---------------
           Gross profit                             11,903                   10,703
                                           ----------------          ---------------

Operating expenses:

    Selling and marketing                            9,891                   10,861
    Administrative and distribution                  2,331                    2,405
                                           ----------------          ---------------
           Total operating expenses                 12,222                   13,266
                                           ----------------          ---------------
           Operating loss                             (319)                  (2,563)

Other (income) expense:

    Interest expense                                   343                      248
    Other, net                                          (7)                       4
                                           ----------------          ---------------
           Loss before income taxes                   (655)                  (2,815)

Income tax benefit                                    (262)                  (1,224)
                                           ----------------          ---------------
           Net loss                      $            (393)        $         (1,591)
                                           ================          ===============

Loss per share:
    Basic                                $           (0.06)        $          (0.23)
                                           ================          ===============
    Diluted                              $           (0.06)        $          (0.23)
                                           ================          ===============

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>

                         TRACK 'N TRAIL AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

                                   ----------
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                   APRIL 1,                MARCH 27,
                                                                                     2000                    1999
                                                                                  (14 WEEKS)              (13 WEEKS)
                                                                                ----------------        ----------------

<S>                                                                           <C>                     <C>

Cash flows from operating activities:

    Net loss                                                                  $            (393)      $          (1,591)
    Adjustments to reconcile to cash used for operating activities:
      Depreciation and amortization                                                         526                     653
      Cash provided by (used for) changes in operating assets
         and liabilities:

           Accounts receivable                                                              826                   1,357
           Income taxes receivable                                                           --                     130
           Inventories                                                                    2,076                  (2,918)
           Prepaid expenses                                                                 265                     (67)
           Prepaid income taxes                                                            (295)                 (1,503)
           Accounts payable and accrued liabilities                                      (4,753)                   (189)
           Reserve for store closings and restructuring costs                               (82)                     --
           Income taxes payable                                                              --                    (687)
           Deferred rent                                                                     44                      38
                                                                                ----------------        ----------------

           Cash used for operating activities                                            (1,786)                 (4,777)
                                                                                ----------------        ----------------

Cash flows from investing activities:

    Purchases of fixed assets                                                              (254)                 (1,238)
                                                                                ----------------        ----------------

           Cash used for investing activities                                              (254)                 (1,238)
                                                                                ----------------        ----------------

Cash flows from financing activities:
    Bank line of credit:
      Borrowings                                                                         35,310                  16,661
      Repayments                                                                        (35,604)                (11,785)
    Other long-term debt:

      Repayments                                                                            (19)                    (17)
    Payment of loan fees                                                                   (151)                     --
    Net proceeds from issuance of common stock                                               14                      23
    Proceeds from exercise of stock options                                                   2                      --
                                                                                ----------------        ----------------

           Cash (used for) provided by financing activities                                (448)                  4,882
                                                                                ----------------        ----------------

           Decrease in cash and cash equivalents                                         (2,488)                 (1,133)

Cash and cash equivalents, beginning of period                                            3,069                   1,808
                                                                                ----------------        ----------------

Cash and cash equivalents, end of period                                      $             581       $             675
                                                                                ================        ================

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>



                         TRACK 'N TRAIL AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.  BASIS OF PRESENTATION

       INTERIM RESULTS

       The accompanying consolidated financial statements for the 14 weeks
and 13 weeks ended April 1, 2000 and March 27, 1999, respectively, have been
prepared in accordance with generally accepted accounting principles
("GAAP"), and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. These financial statements have not been audited by independent public
accountants, but include all adjustments (consisting of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of the financial condition, results of operations and cash flows
for such periods. However, these results are not necessarily indicative of
results for any other interim period or for the full fiscal year. The
accompanying consolidated balance sheet as of December 25, 1999 has been
derived from the audited financial statements, but does not include all
disclosures required by GAAP. The Company has historically experienced
significant quarterly fluctuations due to seasonality in operating results
and it expects that these fluctuations in sales, expenses, and net income or
losses will continue.

       The financial statements and related disclosures have been prepared
with the presumption that users of the interim financial information have
read or have access to the audited financial statements for the preceding
fiscal year. Accordingly, these financial statements should be read in
conjunction with the audited financial statements and the related notes
thereto incorporated by reference from the Company's Annual Report on Form
10-K for the fiscal year ended December 25, 1999.

2.       REVENUE RECOGNITION

       The Company records sales net of actual and estimated future returns.
Layaway sales are not significant.

3.  EARNINGS PER SHARE

       Earnings per share ("EPS") is calculated under the provisions of
Statement of Financial Accounting Standards (SFAS) No. 128, EARNINGS PER SHARE.
SFAS No. 128 requires dual presentation of basic and diluted earnings per share
by entities with complex capital structures. Basic EPS excludes dilution and is
computed by dividing income available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted EPS reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock, or resulted in
the issuance of common stock, that then shared in earnings of the entity.


                                       4
<PAGE>

3.       EARNINGS PER SHARE (continued)

       A reconciliation of the numerators and denominators of the basic and
diluted earnings per share computations under SFAS No. 128 is as follows (in
thousands, except per share information):

<TABLE>
<CAPTION>

                                                                                    Period ended
                                                                        ---------------------------------------

                                                                               April 1,            March 27,
                                                                                 2000                 1999
                                                                              (14 weeks)           (13 weeks)
                                                                           -----------------    -----------------

<S>                                                                     <C>                     <C>
Loss available to common stockholders for basic and diluted
earnings (loss) per share...........................                       $         (393)      $       (1,591)
                                                                           =================    =================

Weighted  average shares for basic and diluted  earnings (loss)
per share...........................................                                 7,077                6,864





Loss per share:
     Basic..........................................                       $        (0.06)      $        (0.23)
                                                                           =================    =================

     Diluted........................................                       $        (0.06)      $        (0.23)
                                                                           =================    =================

</TABLE>

       For the 14 weeks ended April 1, 2000 and 13 weeks ended March 27, 1999,
all warrants and options outstanding were not dilutive and, accordingly, were
not included in the weighted number of common and common equivalent shares
outstanding.


4.       RESTRUCTURING RESERVES

       In fiscal 1999 the Company adopted a restructuring plan to close 42
stores during the first 120 days of fiscal 2000. A reserve was established in
fiscal 1999 for $4.8 million for lease termination and other related costs and
for employee severance payments. During the fiscal quarter ended April 1, 2000,
the Company had completed the closure of all 42 stores and had paid $82,000 in
employee severance for 12 employees. Remaining reserves under the restructuring
plan relate to the remaining lease obligations and related costs. The following
table sets forth the activity in the restructuring reserves (in thousands):

<TABLE>
<CAPTION>


                                                        Reserve at                                 Reserve at
                                                       December 25,                                 April 1,
                                                           1999                Payments               2000
                                                     ------------------    -----------------    -----------------

<S>                                                  <C>                   <C>                  <C>

Lease termination and other related costs                    $4,700                 $   0              $4,700

Employee severance                                               82                   (82)                  0
                                                     ------------------    -----------------    -----------------

Total                                                       $ 4,782                 $ (82)             $4,700
                                                     ==================    =================    =================


</TABLE>

       Additionally, in fiscal 1999 the Company recorded charges of
$3,779,000 in cost of sales to reduce inventory to its net realizable value
in the stores scheduled for closure. Due to the successful completion of the
liquidation process, the Company reduced cost of sales by $290,000 during
the 14 weeks ended April 1, 2000.


                                       5
<PAGE>

5.       LONG-TERM DEBT

       In March 2000, the Company obtained a 60 month senior revolving credit
facility ("New Revolver") with borrowing availability up to $25.0 million
dollars. The New Revolver bears variable interest and is collateralized by all
of the Company's assets. Borrowings under the New Revolver are limited to
specified percentages of eligible inventory and accounts receivable. The New
Revolver prohibits the Company from paying dividends without the lender's
consent and limits the Company's capital expenditures. In addition, the New
Revolver requires the Company to meet certain financial covenants, including
minimum financial ratios and profitability ratios. As the new Revolver is not
scheduled to mature until March 2005, the balance at April 1, 2000 has been
classified as non current.

PART I:  FINANCIAL INFORMATION

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

       PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT. In
addition to historical information, this Management's Discussion and Analysis
includes certain forward-looking statements regarding events and financial
trends which may affect the Company's future operating results and financial
position. Such statements are subject to risks and uncertainties that could
cause the Company's actual results and financial position to differ
materially. Factors that could cause or contribute to such differences
include those discussed below. These and other risks and uncertainties
related to the business are described in detail in the Company's Annual
Report on Form 10-K under the heading "Risk Factors". Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. The Company undertakes no obligation to publicly
release the result of any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

OVERVIEW

         Track 'n Trail, a Delaware corporation (together with its subsidiaries,
unless the context otherwise requires, the "Company"), is one of the largest
full-service specialty retailers in the United States focusing on a broad range
of high-quality branded casual, outdoor and adventure footwear. Pursuant to the
reorganization (the "Reorganization") effected in October 1997, the Company
acquired the businesses conducted by its subsidiaries, Track `n Trail, a
California corporation ("Track `n Trail - California"), and Overland Management
Corporation ("Overland"). The Reorganization was accounted for in a manner
similar to a pooling of interests. In August 1998 the Company acquired Nevin's
Eagles Nest, Inc. ("Eagles Nest"), a retailer of premium branded outdoor
apparel. In December 1999, the Company adopted a plan to restructure operations
and divest itself of its Eagles Nest locations and also close 35 marginal or
unprofitable Track `n Trail and Overland Trading stores. The Company operates in
a single business segment. As of April 1, 2000, the Company operated 112 Track
`n Trail stores and 44 Overland Trading stores in 33 states.

         Comparable store sales are commonly used as a performance measurement
by retail companies. The Company defines comparable stores as those stores that
were open for the full fiscal period and for the full prior fiscal year. The
Company's comparable store net sales increased 2.3% for the 14 weeks ended April
1, 2000 versus the comparable 14 week period in 1999.

RESULTS OF OPERATIONS

         The following discussions compare the Company's results of operations
for the 14 weeks ended April 1, 2000 with its results for the 13 weeks ended
March 27, 1999. The results achieved in this period are not necessarily
indicative of results to be achieved in future periods. The following
comparative information should be read in conjunction with the Consolidated
Financial Statements and accompanying notes for each period discussed, as well
as the information presented in all other sections of this Management's
Discussion and Analysis.

         FOURTEEN WEEKS ENDED APRIL 1, 2000 COMPARED TO THIRTEEN WEEKS ENDED
         MARCH 27, 1999

         NET SALES

         Net sales were $23.4 million for the 14 weeks ended April 1, 2000,
representing an increase of $46,000, or 0.2%, over net sales of $23.3 million
for the 13 weeks ended March 27, 1999. The increase is primarily attributable
to a $1.6 million increase in net sales due to a one week shift in the fiscal
calendar, which was caused by a change in the measurement period used for
period-to-period comparisons (fourteen week period for the first quarter of
fiscal 2000 and


                                       6
<PAGE>

thirteen week period for the first quarter of fiscal 1999). Additionally,
comparable store net sales for the first 13 weeks ended March 25, 2000 of the
fiscal quarter increased net sales by $770,000. These increases were offset
by a $2.3 million decrease in net sales during the first 13 weeks ended March
25, 2000 of the fiscal quarter, attributable to the 37 stores closed (net of
openings) subsequent to fiscal 1998. The Company expects to open
approximately three additional stores during the remainder of fiscal 2000.

         GROSS PROFIT

         Gross profit was $11.9 million for the 14 weeks ended April 1, 2000,
representing an increase of $1.2 million, or 11.2%, over gross profit for the
13 weeks ended March 27, 1999. Gross profit as a percentage of net sales
increased to 50.9% for the 14 weeks ended April 1, 2000 from 45.9% for the
comparable period in the prior year. The increase in gross profit percent is
primarily due to three factors: 1) the $290,000 benefit derived from a better
than expected liquidation of the 42 stores closed as part of the
restructuring plan, 2) reduced markdowns due to a less promotional market
than experienced in the 13 weeks ended March 27, 1999 as well as fresher
inventories at the beginning of the year as a result of the liquidation
process and 3) the January 2000 closure of the Eagles Nest stores on which
margins were generally lower than the margins on sales attributable to the
Track `n Trail and Overland Trading stores.

         SELLING AND MARKETING EXPENSES

         Selling and marketing expenses were $9.9 million for the 14 weeks
ended April 1, 2000, representing a decrease of $970,000, or 8.9%, from
selling and marketing expenses for the 13 weeks ended March 27, 1999.
Approximately $547,000, or 56.4%, of this decrease is attributable to the
closure of the Eagles Nest stores in the first quarter of 2000. The remaining
decrease is primarily attributable to operating costs related to operating 28
fewer Track `n Trail and Overland Trading stores at April 1, 2000 versus
March 27, 1999. As a percentage of net sales, selling and marketing expenses
decreased to 42.3% for the 14 weeks ended April 1, 2000 from 46.6% for the 13
weeks ended March 27, 1999, primarily as a result of the spreading of monthly
lease payments over an additional week of net sales and a larger percentage
of mature stores which typically generate a higher sales volume.

         ADMINISTRATIVE AND DISTRIBUTION EXPENSES

         Administrative and distribution expenses were $2.3 million for the
14 weeks ended April 1, 2000, representing a decrease of $74,000 from
administrative and distribution expenses for the 13 weeks ended March 27,
1999. As a percentage of net sales, administrative and distribution expenses
decreased to 10.0% for the 14 weeks ended April 1, 2000 from 10.3% for the 13
weeks ended March 27, 1999. The decrease in dollars as well as a percentage
of net sales is primarily due to the management changes that occurred during
the fourth quarter of 1999 and the closure of the Eagles Nest regional office
in the first quarter of 2000.

         INTEREST EXPENSE

         Interest expense was $343,000, or 1.5% of net sales, for the 14
weeks ended April 1, 2000, representing an increase of $95,000 from interest
expense of $248,000, or 1.1% of net sales, for the 13 weeks ended March 27,
1999. The increase is primarily attributable to an increase of the average
outstanding principal balance of the Company's credit facility in the first
quarter of fiscal 2000 over that of the first quarter of fiscal 1999.

         NET  LOSS

         The Company's net loss for the 14 weeks ended April 1, 2000 was
$393,000, representing an improvement of $1.2 million from a net loss of $1.6
million for the 13 weeks ended March 27, 1999.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has financed its operations from internally generated
cash flow, borrowings under its revolving line of credit, and equity
financing. The Company's liquidity requirements relate primarily to the
financing of inventories, build-out of new stores, remodeling of existing
stores and the implementation of the restructuring plan.

         In March, management repaid the existing line of credit with Union
Bank of California with a 60 month senior revolving credit facility ("New
Revolver") with borrowing availability up to $25.0 million. The New Revolver
bears


                                       7
<PAGE>

variable interest and is collateralized by all of the Company's assets.
Borrowings under the New Revolver are limited to specific percentages of
eligible inventory and accounts receivable. The New Revolver prohibits the
Company from paying dividends without the bank's consent and limits the
Company's capital expenditures. In addition, the New Revolver requires the
Company to meet certain financial covenants, including minimum financial
ratios and profitability ratios.

         Net cash used for operating activities for the 14 weeks ended April
1, 2000 was $1.8 million. Net cash used for or provided by operating
activities has historically been driven by net income levels combined with
fluctuations in inventory and accounts payable. Inventories at April 1, 2000
were $32.0 million compared to $34.1 million at December 25, 1999. The
Company's average store inventories vary throughout the year and increase in
advance of the peak selling periods of back-to-school and Christmas. The
decrease in inventory between December 25, 1999 and April 1, 2000 relates
primarily to seasonal differences plus the closure of 43 stores (net of
openings) in the first quarter of 2000. This decrease is lessened by the
fact that the inventory in the stores scheduled to be closed had been written
down to its net realizable value at December 25, 1999.

         The Company had $22.1 million in working capital as of April 1, 2000
compared to $7.1 million at the end of fiscal 1999, representing an increase of
$15.0 million. The increase in working capital is primarily the result of
reclassifying $15.2 million to long term debt as a result of the New Revolver.
The Company's working capital needs historically have been seasonal and
typically peak in the second and fourth quarters. The peak in the second quarter
is due to the incurrence of operating losses in the first quarter and increased
inventory purchased for the spring selling season. Working capital needs peak in
the fourth quarter due to increases in inventory in advance of the holiday
selling season and payments coming due for back-to-school merchandise. In
addition, the Company requires incremental working capital to stock each new
store upon opening.

         Capital expenditures were $254,000 for the 14 weeks ended April 1,
2000. Capital expenditures in the first 14 weeks of 2000 were primarily for the
build-out of one store opened in this period, the build-out of one store opened
in 1999 and an upgrade to the corporate phone system. The Company estimates
capital expenditures for the remainder of the year to be approximately $310,000
for the build-out of approximately three additional stores, approximately
$800,000 for the remodeling of eight stores and approximately $136,000 for
software and hardware upgrades.

         The Company reviews the operating performance of its stores on an
ongoing basis to determine which stores, if any, to close. The Company closed 42
stores as part of the restructuring plan adopted in fiscal 1999 and two other
underperforming stores in the first quarter of fiscal 2000.

         Net cash used for financing activities for the 14 weeks ended April 1,
2000 was $448,000, and consisted of repayments of borrowings under the Company's
revolving line of credit to fund working capital requirements plus loan fees
associated with obtaining the New Revolver.

           Management believes that the Company's operating cash flow and
borrowings under its New Revolver will be sufficient to complete the Company's
fiscal 2000 and fiscal 2001 store expansion program and to satisfy the Company's
other capital requirements through such periods. The Company's capital
requirements may vary significantly from those anticipated depending upon such
factors as operating results, the number and timing of new store openings, and
the number and size of any potential future acquisitions.

         As part of its growth strategy, the Company may, when appropriate,
pursue opportunities to acquire complementary businesses. To the extent that the
foregoing cash resources are insufficient to fund the purchase price of future
acquisitions, if any, or the operations of any acquired business, additional
external capital may be required. There can be no assurance that additional
financing will be available on reasonable terms or at all.

YEAR 2000

         All phases of the Company's Y2K Plan were completed as scheduled. To
date, the Company has not experienced any Year 2000 problems with respect to its
corporate headquarters, store sites, or Third Parties. In addition, the Company
has not experienced any loss in revenues due to the Year 2000 problem.

         Although unlikely, given that the Company has not experienced any Year
2000 problems to date, there can be no certainty that any future unforeseen Year
2000 problem will not adversely affect the Company's results of operations,
liquidity or financial position or adversely affect the Company's relationships
with customers, suppliers, vendors or others.

                                       8
<PAGE>


CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company anticipates that its operating results will fluctuate as a result
of a number of factors, including the number and timing of store openings and
closures, seasonality, changes in pricing or promotion policies by the
Company, its competitors or its suppliers, the availability and cost of
merchandise, the ability of the Company to adjust to changing fashion trends
and consumer acceptance of the products sold by the Company. The availability
and cost of merchandise may, in turn, fluctuate due to a number of factors
including changes in the Company's relationships with major suppliers, the
Company's access to private label manufacturing capacity, foreign currency
fluctuations and other risks associated with importing private label products
from foreign countries.

PART II:  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

     Exhibit
     Number     Description of Document
   --------------------------------------------------------------------------

     10.22      Credit  Agreement dated as of March 30, 2000 between General
                Electric  Capital  Corporation  and the  subsidiaries of the
                Registrant

     27.1       Financial Data Schedule

(b)      Reports on Form 8-K:

         A Form 8-K was filed on April 13, 2000 announcing that the Company will
         trade on the NASDAQ The SmallCap Market.


                                       9
<PAGE>


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


                          TRACK `N TRAIL


Date:  May 10, 2000             By: /s/ Daniel J. Nahmens
                                   -----------------------
                                      Daniel J. Nahmens

                           Executive Vice President - Finance and
                            Chief Financial Officer and Treasurer
                           (on behalf of the Registrant and as the
                             Registrant's Principal Financial and
                                     Accounting Officer)


                                       10