U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1


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

For the quarterly period ended                            Commission file Number
      March 31, 2006                                              0-26150


                         MILE MARKER INTERNATIONAL, INC.
                         -------------------------------
      (Exact Name Of Small Business Registrant As Specified In Its Charter)

    Florida                                                         11-2128469
---------------                                                   --------------
(State or other                                                   (IRS Employer
jurisdiction of                                                   Identification
 incorporation)                                                      Number)

                 2121 Blount Road, Pompano Beach, Florida 33069
                 ----------------------------------------------
                    (Address of principal executive offices)

                  Registrant's Telephone Number: (954) 782-0604


     Indicate by check mark whether the  Registrant  (1) has filed all documents
and  reports  required  to be filed  by  Section  13 or 15(d) of the  Securities
Exchange Act of 1934 during the preceding 12 months (or 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 _____


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     On April 28, 2006,  the  Registrant  had  outstanding  9,956,117  shares of
common stock, $.001 par value.



<PAGE>

                         MILE MARKER INTERNATIONAL, INC.

                                EXPLANATORY NOTE


This  quarterly  report  on Form  10-QSB/A  constitutes  Amendment  No. 1 to the
quarterly report on Form 10-QSB filed by Mile Marker  International,  Inc. ("the
Company") originally filed with the Securities and Exchange Commission on May 5,
2006,  for the quarterly  period ended March 31, 2006.  This  Amendment  No.1 is
being filed solely for the following purposes:

Revising Item 1. Financial Statements.

     Condensed Consolidated Balance Sheets, March 31, 2006, and December 31,
     2005:

          Correcting the number of treasury shares outstanding at December 31,
          2005 to 249,155, not 201,000, as originally reported.

     Notes to Condensed Consolidated Financial Statements:

          Addition of the following footnotes:

               Note 4. Revenue Policies and Procedures
               Note 5. Credit Risk
               Note 6. Customer Concentration Risks
               Note 7. Inventory Reserves
               Note 8. Lender Loan Covenants

No other changes have been made to the Company's original Form 10-QSB filing for
the quarter ended March 31, 2006,  although the entire  report,  as amended,  is
being filed herewith.

In accordance  with applicable SEC  requirements,  this Amendment No. 1 includes
updated  certifications  from our Chief  Executive  Officer and Chief  Financial
Officer as Exhibits 31.1, 31.2, 32.1 and 32.2.




                                       2
<PAGE>

                         MILE MARKER INTERNATIONAL, INC.

                                      INDEX
                                                                        Page No.

PART I    FINANCIAL INFORMATION

Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets, March 31, 2006,
          and December 31, 2005................................................5

          Condensed Consolidated Statements of Income, Three months
          ended March 31, 2006, and March 31, 2005.............................6

          Condensed Consolidated Statements of Cash Flows, Three
          months ended March 31, 2006, and March 31, 2005......................7

          Notes to Condensed Consolidated Financial Statements..............8-10

Item 2.   Management's Discussion and Analysis or Plan of Operation........11-13

Item 3.   Controls and Procedures.............................................14


PART II   OTHER INFORMATION

Item 1.   Legal Proceedings...................................................14

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.........14

Item 3.   Defaults Upon Senior Securities.....................................14

Item 4.   Submission of Matters to a Vote of Security Holders.................15

Item 5.   Other Information...................................................15

Item 6.   Exhibits............................................................15

SIGNATURES....................................................................16

CERTIFICATIONS.............................................................17-22



                                       3
<PAGE>

                         MILE MARKER INTERNATIONAL, INC.

                             RISKS AND UNCERTAINTIES

Current and potential  shareholders  should consider  carefully the risk factors
described below. Any of these factors,  or others,  many of which are beyond the
Company's control, could negatively affect the Company's revenues, profitability
or cash flows in the future. These factors include:

     o    Demand for the Company's products in general and from U.S.  Government
          entities in particular.
     o    Magnitude of price and product competition for the Company's products.
     o    Effects of weather and natural  disasters on demand for the  Company's
          products.
     o    Effects of foreign political, economic or military developments on the
          Company's international customer or supplier relationships.
     o    Ability to control costs and expenses.
     o    Ability to retain qualified personnel.
     o    Ability to develop  and  introduce  new or  enhanced  versions  of the
          Company's products.
     o    Ability to operate a foreign subsidiary in China.

                           FORWARD-LOOKING STATEMENTS

Safe Harbor  Statement  under the Private  Securities  Litigation  Reform Act of
1995:When used in this  Quarterly  Report on Form 10-QSB or in future filings by
the  Company  (as   hereinafter   defined)  with  the  Securities  and  Exchange
Commission,  in the  Company's  press  releases or other  public or  shareholder
communications,  or in oral  statements  made with the approval of an authorized
executive officer, the words or phrases "will likely result," "are expected to,"
"  will  continue,"  "is   anticipated,"   "estimate,"   "project,"  or  similar
expressions are intended to identify  "forward-looking  statements." The Company
wishes  to  caution   readers   not  to  place   undue   reliance  on  any  such
forward-looking  statements,  which  speak as of the date  made,  and to  advise
readers  that  various  factors,   including   regional  and  national  economic
conditions,  substantial  changes in levels of market interest rates, credit and
other  risks  of  manufacturing,   distributing  or  marketing  activities,  and
competitive  and  regulatory  factors  could  affect  the  company's   financial
performance  and could cause the Company's  actual results for future periods to
differ materially from those anticipated by any forward-looking statements.

The Company does not undertake  and  specifically  disclaims  any  obligation to
update any  forward-looking  statements to reflect the occurrence of anticipated
or unanticipated events or circumstances after the date of such statements.


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements of Mile Marker International, Inc.




                                       4
<PAGE>

                MILE MARKER INTERNATIONAL, INC. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                      March 31, 2006 and December 31, 2005
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                            March 31,   December 31,
ASSETS                                                                         2006          2005
                                                                           --------------------------
<S>                                                                             <C>          <C>
CURRENT ASSETS
  Cash                                                                    $    303,003  $    172,306
  Accounts Receivable, net of allowance for doubtful
    accounts of $13,000 and $5,000, respectively                             3,713,567     3,448,848
  Inventories                                                                5,486,364     6,204,563
  Deferred Tax Asset                                                            72,065        58,553
  Prepaid Expenses                                                             290,104       162,507
                                                                           --------------------------
      Total Current Assets                                                   9,865,103    10,046,777

PROPERTY, PLANT AND EQUIPMENT, NET                                           2,248,499     2,153,436
INTANGIBLE ASSETS, NET                                                         122,281        85,251
OTHER ASSETS                                                                    83,973        92,873
                                                                           --------------------------
      Total Assets                                                        $ 12,319,856  $ 12,378,337
                                                                           ==========================
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Notes Payable - Line of Credit                                          $  4,448,802  $  4,399,238
  Accounts Payable                                                           1,232,807     1,068,321
  Income Taxes Payable                                                         500,242       887,417
  Accrued Liabilities                                                          205,639       222,639
                                                                           --------------------------
      Total Current Liabilities                                              6,387,490     6,577,615

DEFERRED TAX LIABILITY                                                         105,833       108,847
                                                                           --------------------------
      Total Liabilities                                                      6,493,323     6,686,462
                                                                           --------------------------
SHAREHOLDERS' EQUITY
Common Stock, $.001 par value; 20,000,000 shares
  authorized, 10,215,272 shares issued at March 31, 2006
  and December 31, 2005, respectively.                                          10,215        10,215
Additional Paid-in Capital                                                   1,118,388     1,118,388
Less Treasury Shares (259,155 and 249,155 Shares at Cost)                     (527,470)     (490,270)
Retained Earnings                                                            5,225,280     5,053,542
Foreign Exchange Translation Adjustments                                           120             -
                                                                           --------------------------
      Total Shareholders' Equity                                             5,826,533     5,691,875
                                                                           --------------------------
Total Liabilities & Shareholders' Equity                                  $ 12,319,856  $ 12,378,337
                                                                           ==========================
</TABLE>

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




                                        5
<PAGE>

                MILE MARKER INTERNATIONAL, INC. AND SUBSIDIARIES
                   Condensed Consolidated Statements of Income
                          Three Months Ended March 31,
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                              2006              2005
                                                          -----------------------------
<S>                                                           <C>               <C>
Sales                                                     $7,289,801       $ 7,481,723
Cost of Sales                                              4,183,624         3,964,814
                                                          -----------------------------
              Gross Profit                                 3,106,177         3,516,909
                                                          -----------------------------
Selling Expenses                                             446,062           358,921
                                                          -----------------------------
General and Administrative Expenses
   Salaries and Wages                                        719,957           963,210
   Insurance Costs                                           144,068           115,827
   Professional Fees                                         131,653           103,700
   Depreciation and Amortization                              74,723            67,733
   Rent Expense                                               48,998            20,811
   Vehicle Expenses                                           17,494            15,027
   Research & Development                                     15,120            13,411
   Other Expenses                                            131,566           134,306
                                                          -----------------------------
      Total General and Administrative Expenses            1,283,579         1,434,025
                                                          -----------------------------
              Total Expenses                               1,729,641         1,792,946
                                                          -----------------------------

Income from Operations                                     1,376,536         1,723,963
                                                          -----------------------------
Other Income/Expense
   Interest Expense                                           76,625            54,691
   Other Income                                                  (62)                -
                                                          -----------------------------
              Other Expense                                   76,563            54,691

Income before Provision for Income Taxes                   1,299,973         1,669,272

Provision for Income Taxes                                   505,352           627,243
                                                          -----------------------------

      Net Income                                          $  794,621       $ 1,042,029
                                                          =============================
Per Share Data:
   Weighted Average Shares Outstanding - Basic             9,963,561        10,014,272
   Weighted Average Shares Outstanding - Diluted           9,999,108        10,087,836

   Earnings per Common Share - Basic                      $     0.08       $      0.10
   Earnings per Common Share - Diluted                    $     0.08       $      0.10
</TABLE>

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




                                       6
<PAGE>

                MILE MARKER INTERNATIONAL, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                          Three Months Ended March 31,
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                     2006              2005
                                                                 -----------------------------
<S>                                                                 <C>                <C>
OPERATING ACTIVITIES:
Net income                                                       $ 794,621        $ 1,042,029
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
  Depreciation and amortization                                     77,657             76,430
  Deferred income taxes                                            (16,526)           (15,205)
  Inventory obsolescense reserves                                    6,558              9,318
  Bad debt provisions                                                7,479             15,779
(Increase) decrease in:
    Accounts receivable                                           (272,198)        (1,702,145)
    Inventories                                                    711,641           (139,333)
    Prepaid expenses                                              (127,597)           (40,099)
    Other assets                                                     8,903            (21,948)
(Decrease) increase in:
    Accounts payable                                               164,486            225,664
    Income taxes payable                                          (387,175)          (657,552)
    Accrued liabilities                                            (17,001)           (30,029)
                                                                 -----------------------------
Net cash provided by/(used in) operating activities                950,848         (1,237,091)

INVESTING ACTIVITIES:
Additions to intangible assets                                     (48,941)           (37,702)
Acquisitions of property and equipment - net                      (160,812)           (37,116)
                                                                 -----------------------------
Net cash (used in) investing activities                           (209,753)           (74,818)

FINANCING ACTIVITIES
Proceeds from short term borrowing - net                            49,564          1,723,482
Purchase of treasury stock                                         (37,200)                 -
Payment of dividends                                              (622,882)          (625,892)
                                                                 -----------------------------
Net cash (used in)/provided by financing activities               (610,518)         1,097,590

Effect of exchange rate fluctuations on cash                           120                  -

Increase/(decrease) in Cash                                        130,697           (214,319)

Cash at Beginning of Period                                        172,306            334,208
                                                                 -----------------------------
Cash at End of Period                                            $ 303,003        $   119,889
                                                                 =============================

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                      $  77,060        $    52,688
   Cash paid during the period for income taxes                  $ 910,000        $ 1,300,000
</TABLE>

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




                                       7
<PAGE>

                         MILE MARKER INTERNATIONAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1: Basis of Presentation

     The  unaudited  condensed  consolidated  financial  statements  include the
accounts of Mile Marker International,  Inc. and its wholly-owned  subsidiaries,
Mile Marker, Inc., Mile Marker West, Inc. and Mile Marker Automotive Electronics
(ShenZhen),  Ltd. (collectively "the Company").  On January 7, 2006, the Company
incorporated Mile Marker Automotive  Electronics  (ShenZhen),  Ltd. in ShenZhen,
China, as a wholly-owned  subsidiary of Mile Marker, Inc., which is now included
in these condensed consolidated financial statements.  All necessary adjustments
to  the  condensed   consolidated  financial  statements  have  been  made,  and
significant  inter-company  accounts and  transactions  have been  eliminated in
consolidation.

     The accompanying  unaudited condensed  consolidated  financial  statements,
which are for interim  periods,  do not include all disclosures  provided in the
annual consolidated financial statements. These unaudited condensed consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial statements and the footnotes thereto contained in the Annual Report on
Form 10-KSB for the year ended December 31, 2005, of Mile Marker  International,
Inc., as filed with the U.S.  Securities  and Exchange  Commission.  The summary
December 31, 2005, balance sheet was derived from audited consolidated financial
statements,  but does not include all disclosures required by generally accepted
accounting principles at December 31, 2005.

     In the opinion of the  Company's  management,  the  accompanying  unaudited
condensed  consolidated  financial statements contain all adjustments (which are
of a normal recurring nature) necessary for a fair presentation of the financial
statements.  The results for interim periods are not  necessarily  indicative of
results to be expected for the complete fiscal year.

     Per share data was computed by dividing net income by the weighted  average
number of shares  outstanding  during the period. The diluted share base for the
periods ended March 31, 2006, and March 31, 2005,  includes  incremental  shares
for stock options outstanding during those periods.

Note 2: Shareholders' Equity

     259,155  shares of the  Company's  common stock were held in the  Company's
treasury as of March 31, 2006 following the purchase of 10,000 shares during the
March 2006  quarter for  $37,200.  On March 10,  2006,  the Company  paid a cash
dividend of $0.0625 per share on its common stock, totaling $622,882.

Note 3: Reclassification

     Certain  amounts in prior periods have been  reclassified  for  comparative
purposes.




                                       8
<PAGE>

Note 4: Revenue Policies and Procedures

     Except for some sales to the U.S.  military,  revenues are recognized  when
the Company's  products are  physically  shipped to its  customers.  Some of the
Company's  sales  contracts with the U.S.  military  provide for quality control
inspection and acceptance by a U.S.  Government  employee at the Company's plant
prior to shipment,  at which time the U.S.  Government  takes  possession of the
products.  Shipping of such U.S.  military sales  generally  occurs within a few
days of acceptance.  As of March 31, 2006,  all of the Company's  recorded sales
had been shipped, with the only contingencies being product warranties.

     The  Company's  sales  contracts  with its  customers  do not  contain  any
contingency  clauses  that would  cause the  Company to retain any risk of loss,
except for normal  product  warranties.  The Company's  product  warranties  are
limited  to  certain  terms  based  on type of  product:  hydraulic  motors  are
warranted for five years, hydraulic and electric winches are generally warranted
for two years,  electrical  components of electric winches are warranted for one
year and Spectro Classic hubs are warranted for one year.  Provisions for return
warranties are made monthly based on an analysis of the cost of actual  warranty
returns during the period and charged to selling expenses. Warranty returns from
all  customers  totaled  $32,461 in the first  quarter of 2006,  and  provisions
totaling  $35,000 were added to the warranty reserve during the first quarter of
2006. As of March 31, 2006, the Company's warranty reserve balance was $82,539.


Note 5: Credit Risk

     The  Company  sets  individual  credit  limits for its  customers  based on
detailed  credit  investigations,  with larger limits  requiring a more thorough
investigation  and  approved  credit  insurance  when such credit  insurance  is
available.  The  Company's  management  establishes  provisions  for  bad  debts
quarterly  based on a monthly  individual  customer-by-customer  analysis of all
aged receivables.  All receivables over $500 aged over 90 days are evaluated for
the  probability of loss,  quantified and reserved on a specific  identification
basis.  During the first  quarter of 2006,  $7,479 of  additional  reserves were
provided    for    potentially    uncollectible    receivables    based   on   a
customer-by-customer  analysis,  and $49 were  written  off as bad debts.  As of
March 31, 2006, the Company's Reserve for Uncollectible Accounts was $12,605.

Note 6: Customer Concentration Risks

     The Company's largest customer is an Original Equipment  Manufacturer (OEM)
to which the Company  sells winch  products for new  vehicles.  During the first
quarter of 2006, this commercial  customer  accounted for 44.7% of the Company's
sales and 29.6% of its credit  exposure as of March 31, 2006,  compared to 47.2%
of sales for all of 2005 and 43.2% of receivables as of December 31, 2005. Total
sales to this customer were $3,259,716 in the first quarter of 2006, compared to
$11,716,096 for the year 2005.




                                       9
<PAGE>

     The Company's second largest customer is a U.S.  Government agency.  During
the first quarter of 2006,  this  customer  accounted for 15.3% of the Company's
sales and 10.6% of its credit  exposure as of March 31, 2006,  compared to 18.5%
of sales for all of 2005 and .8% of receivables  as of December 31, 2005.  Total
sales to this customer were $1,114,321 in the first quarter of 2006, compared to
$4,586,653 for the year 2005.

     During the first  quarter of 2006,  the Company's  third  largest  customer
accounted for 10.4% of the Company's  sales and 23.1% of its credit  exposure as
of  March  31,  2006,  compared  to 7.8% of sales  for all of 2005 and  17.9% of
receivables as of December 31, 2005.  Total sales to this customer were $759,856
in the first quarter of 2006, compared to $1,932,067 for the year 2005.

     During the quarter  ended March 31, 2006, no other  customer  accounted for
more than 10% of the Company's total sales.

Note 7: Inventory Reserves

     The Company  establishes  reserves  quarterly for obsolete and  slow-moving
inventory based on an item-by-item  analysis of inventory levels compared to the
movement  history  of each  inventory  item.  Slow-moving  inventory  items  are
reserved  in direct  proportion  to their  movement  activity  over the past two
years,  i.e. the slowest moving inventory items are reserved the most.  Obsolete
inventory  items are fully  reserved.  During  the first  quarter  of 2006,  new
reserves for obsolete and slow-moving inventory of $6,558 were provided,  and no
obsolete or slow-moving  inventory was disposed and written off. As of March 31,
2006, this reserve amounted to $93,598.

Note 8: Lender Loan Covenants

     During the quarter  ended March 31,  2006,  the Company was required by its
lender to maintain a minimum  Tangible Net Worth of $4,899,706,  a minimum Fixed
Charge  Coverage  Ratio in excess of 1.00 and minimum  EBITDA  (Earnings  Before
Interest,  Taxes,  Depreciation and Amortization) of $1,000,000. As of March 31,
2006,  the Company was in  compliance  with all of these  requirements:  minimum
Tangible Net Worth was $5,414,149,  the Fixed Charge Coverage Ratio was 1.11 and
EBITDA was $1,477,358.  While the Company has historically  received waivers for
any technical defaults of these ratios, the likely potential consequences of not
meeting these  covenants and failing to receive a waiver of a technical  default
from the lender could result in more restrictive loan terms by the lender.




                                       10
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation

     The following  discussion and analysis  should be read in conjunction  with
the Financial  Statements  appearing  elsewhere in this quarterly report on Form
10-QSB.

RESULTS OF OPERATIONS

     The following table summarizes the results of operations, stated in dollars
and as a  percentage  of sales,  for the three  months  ended March 31, 2006 and
2005:
                                       2006      2006        2005     2005
                                      Amount    Percent     Amount    Percent
                                     ------------------   -------------------
Sales                                $7,289,801  100.0%   $7,481,723   100.0%
Cost of Sales                         4,183,624   57.4%    3,964,814    53.0%
                                     ------------------   -------------------
      Gross Profit                    3,106,177   42.6%    3,516,909    47.0%
Selling Expenses                        446,062    6.1%      358,921     4.8%
General & Administrative Expenses     1,283,579   17.6%    1,434,025    19.2%
                                     ------------------   -------------------
      Income from Operations          1,376,536   18.9%    1,723,963    23.0%
Interest Expense                        (76,563)  -1.1%      (54,691)   -0.7%
                                     ------------------   -------------------
      Income Before Income Taxes      1,299,973   17.8%    1,669,272    22.3%
Income Taxes                           (505,352)  -6.9%     (627,243)   -8.4%
                                     ------------------   -------------------
      Net Income                     $  794,621   10.9%   $1,042,029    13.9%
                                     ==================   ===================

     Sales of  $7,289,801  for the  three  months  ended  March 31,  2006,  were
$191,922, or approximately 3%, less than first quarter 2005 sales of $7,481,723.
This sales decrease was due chiefly to $724,453 less military sales in the first
quarter of 2006 than in the comparable  period of 2005, but was partially offset
by a  $548,373  increase  in OEM  winch  sales and  electric  winch  sales.  All
commercial  sales  (including  OEM winch sales and electric  winch sales) in the
first quarter of 2006 amounted to $6,166,232  compared to $5,633,701 in the same
period in 2005, an increase of $532,531 or approximately 9%.

     The  Company's  gross  margins  on sales  decreased  from 47% in the  first
quarter of 2005 to 42.6% in the first quarter of 2006,  primarily due to a shift
in the  Company's  product  sales to more  high-volume  purchasers of discounted
winch products.  Selling costs increased by $87,141,  or approximately 24%, from
$358,921 in the first  quarter of 2005 to $446,062 in the first quarter of 2006,
primarily  due to greater  travel costs in connection  with the Company's  China
operations.

     General and  administrative  expenses  for the three months ended March 31,
2006, decreased by $150,446,  or about 10%, from $1,434,025 in the first quarter
of 2005 to  $1,283,579  in the  first  quarter  of 2006.  The  most  significant
decreases in general and administrative  expenses from the first three months of
2005  related  primarily  to salaries  and wages  expense,  which  decreased  by
$243,253,  or  approximately  25%, from first quarter 2004 levels.  Most of this
decrease was due to the  elimination  of  performance  bonuses for the Company's
officers in the first quarter of 2006 compared to 2005. Offsetting this decrease




                                       11
<PAGE>

were significant  increases in insurance  expenses of $28,241,  rent expenses of
$28,187 and  depreciation  expenses of $27,953  compared to the first quarter of
2005. Most of these increases were attributable to the start up of the Company's
China operations.  Relative to its sales,  however,  the Company's total general
and  administrative  costs decreased from 19.2% of sales in the first quarter of
2005 to 17.6% of sales in the first quarter of 2006.

     The  Company's  results of  operations  for the first three  months of 2006
reflected  operating income of $1,376,536  compared to income from operations of
$1,723,963  during  the  same  period  in  2005,  a  decrease  of  $347,427,  or
approximately 20%. Other expenses,  consisting of interest, were $21,872 more in
the first three months of 2006 than the comparable  period in 2005 primarily due
to higher  interest  rates on working  capital  borrowings.  During the  quarter
ending March 31, 2006,  the Company  recorded  income before taxes of $1,299,973
compared to income  before taxes of  $1,669,272  during the same period in 2005.
The  Company's  net income of $794,621  after taxes in the first quarter of 2006
was $247,408,  or approximately  24% lower than the net income of $1,042,029 for
the first  quarter  of 2005.  The net income in the first  three  months of 2006
represented  earnings  per  share of $0.08,  both  primary  and  fully  diluted,
compared to $0.10 earnings per share in the first quarter of 2005.

     The  primary  reason for the lower net income in the first  quarter of 2006
compared to the comparable period in 2005 was the negative effect of lower sales
and  gross  margins  in 2006 on the  Company's  operating  leverage.  Also,  the
Company's investments in staff and facilities were based on an anticipated level
of sales higher than was  actually  realized in the first  quarter of 2006.  The
Company's relatively more modest growth in commercial sales in the first quarter
of 2006 was not sufficient to offset the larger  decrease in military  sales. As
we  have  previously  stated,  the  Company's   financial  results  are  heavily
influenced by significant  periodic sales to the U.S.  military for  replacement
winches  for  existing  Humvees.  There were  sales of  $1,123,569  in  military
replacement  winches in the first quarter of 2006, compared to $1,848,022 in the
first  quarter of 2005,  a decrease of $724,453,  or  approximately  39%.  While
commercial sales have more recently represented an increasing  proportion of the
Company's total sales,  the Company's total sales in the future will continue to
be affected  significantly by its receipt of new military orders for replacement
winches  under the five  outstanding  contracts  totaling  over $52  million  of
potential  orders.  The  timing of such  orders is  generally  intermittent  and
unpredictable  and the  quantities are not  guaranteed,  but the Company must be
prepared to meet such orders on a timely basis when they are received. Any major
military orders  received for  replacement  winches would be expected to provide
opportunities  for substantial  increases in sales and profits while the lack of
such  additional  military  orders could have a material  adverse  effect on the
Company's future sales, profits and cash flow.

     The  Company's  basic  sales  strategy  continues  to  be  increasing  both
hydraulic and electric  winch sales to the various  commercial  markets with the
addition of new winch models and electronic  products  while  continuing to sell
more of its  hydraulic  winches  to OEM  customers.  Military  winch  sales  are
expected to supplement such sales growth.




                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Net working  capital  increased by $8,451 to  $3,477,613 on March 31, 2006,
from $3,469,162 on December 31, 2005, and the Company's  current ratio increased
to 1.54 at March 31, 2006,  compared to 1.53 at December 31, 2005. The Company's
current assets  decreased by $181,674 to $9,865,103 at March 31, 2006,  compared
to $10,046,777 at December 31, 2005. Most of this decrease in current assets was
due to a decrease of $718,199 in  inventories  from  December 31, 2005,  levels,
offset by $536,525 of  increases in other  current  assets,  primarily  accounts
receivable.

     The  Company's  current  liabilities  decreased  by a  net  $190,125,  from
$6,577,615 on December 31, 2005,  to $6,387,490 on March 31, 2006.  Most of this
decrease in current  liabilities  was due to a  reduction  of $387,175 in income
taxes  payable as 2005 taxes were paid in 2006.  Accounts  payable  increased by
$164,486  from  $1,068,321 on December 31, 2005 to $1,232,807 on March 31, 2006,
and  borrowings  under the  Company's  line of credit only  increased by $49,564
during the same period.

     During the first quarter of 2006,  the Company  generated  $950,848 of cash
flow from  operations  and  utilized  $622,882 for  dividends  to  shareholders,
$160,812  for  capital  expenditures  ($103,000  in China) and  $37,200  for the
purchase of Company stock. The Company has no material  commitments  outstanding
for major capital expenditures during 2006, but the Company may purchase more of
its common  stock,  as it has been doing  since 2002.  The  Company  anticipates
having more than adequate capital and liquidity for its foreseeable  operational
needs.

     The Company  anticipates  continuing its practice of paying  quarterly cash
dividends subject to periodic determinations that such cash dividends are in the
best  interest of the  shareholders  and that the  Company's  capital and lender
requirements have been satisfied.  Our dividend policy may be affected by, among
other  matters,  the  views of our  management  and  Board of  Directors  on the
anticipated   earnings  of  the  Company,   the  Company's  capital  and  lender
requirements and the Company's overall financial condition.

     The Company's cash balances increased by $130,697 from a December 31, 2005,
level of $172,306 to $303,003 on March 31,  2006,  due to the timing of deposits
in transit.  The Company  seeks to minimize  its cash  balances by  employing an
efficient cash management system utilizing a zero balance  disbursement  account
funded by the  Company's  credit  facility  at the time  outstanding  checks are
presented and paid.

     The Company has a $7,000,000  working  capital line of credit from a lender
at an interest rate of 2.40% above the One Month London  Interbank  Offered Rate
with a  maturity  date of April 30,  2007.  In  addition,  this  lender has also
provided the Company with a 10-year $1,260,000  revolving line of credit secured
by the Company's  warehouse and office building that was fully repaid in June of
2004, but it remains available for new borrowings on a declining balance basis.




                                       13
<PAGE>

Item 3. Controls and Procedures

     As stated in the certifications in Exhibit 31 of this Report, the Company's
Chief Executive Officer and Chief Financial Officer have evaluated the Company's
disclosure  controls  and  procedures  as of  March  31,  2006.  Based  on  that
evaluation, these officers have concluded that the Company's disclosure controls
and  procedures  are  effective  for  the  purpose  of  ensuring  that  material
information  required  to be in this  quarterly  report is made known to them by
others on a timely basis.  There have not been changes in the company's internal
control over  financial  reporting  that  occurred  during the  Company's  first
quarter that have materially  affected,  or are reasonably likely to affect, the
Company's internal control over financial reporting.


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     From time to time, the Company is a party to business  disputes  arising in
the normal course of its business operations.  The Company's management believes
that none of these actions,  standing alone,  or in the aggregate,  is currently
material to the Company's operations or financial condition.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     a.   Unregistered Sales of Equity Securities - None

     b.   Purchase of Equity Securities by Small Business Issuer

The following  table  summarizes  the status of equity  purchases by the Company
during the quarter ended March 31, 2006:

              Small Business Issuer Purchases of Equity Securities
<TABLE>
<CAPTION>
                                     Average      Total Shares        Maximum Shares
Time                Total Number      Price      Purchased Under     Remaining Under
Period               of Shares       Paid per     the Publicly        the Publicly
                     Purchased         Share       Announced           Announced
                                                Purchase Program    Purchase Program
<S>                     <C>             <C>            <C>                 <C>

3/1/06-3/31/06        10,000          $3.72           10,000              31,845
</TABLE>


Item 3. Defaults Upon Senior Securities

          None




                                       14
<PAGE>

Item 4. Submission of Matters to a Vote of Security Holders

          None

Item 5. Other Information

          None


Item 6. Exhibits


        Exhibit 31.1 -  Section 302 Certificate of Chief Executive Officer

        Exhibit 31.2 -  Section 302 Certificate of Chief Financial Officer

        Exhibit 32.1 -  Section 906 Certificate of Chief Executive Officer

        Exhibit 32.2 -  Section 906 Certificate of Chief Financial Officer








                                       15
<PAGE>

                                   SIGNATURES


In accordance with 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, duly authorized.



MILE MARKER INTERNATIONAL, INC.
-------------------------------
        (Registrant)



       5/19/06                                     /s/ Richard E. Aho

-------------------------                   ------------------------------------
        (Date)                                 Richard E. Aho, President and
                                                  Chief Executive Officer







       5/19/06                                     /s/ Alvin A. Hirsch

-------------------------                   ------------------------------------
        (Date)                              Alvin A. Hirsch, Secretary/Treasurer
                                                and Chief Financial Officer
                                               Principal Accounting Officer








                                       16