##### 



FORM 10-QSB

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

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

|                                              |  |                               
|--------------------------------------------- |  | ------------------------------
|For the quarterly period ended
March 31, 2002 |  | Commission file
Number 0-26150

MILE MARKER INTERNATIONAL, INC.

---

(Exact Name Of Small Business Registrant As Specified In Its Charter)


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

1450 S.W. 13th Court, 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 March 31, 2002, the Registrant had outstanding 10,634,357 shares of
common stock, $.001 par value.



---



##### 



MILE MARKER INTERNATIONAL, INC.

INDEX

|                                                                  |                                                                                             |  |          |   | 
|----------------------------------------------------------------- | ------------------------------------------------------------------------------------------- |  | -------- | - | 
|                                                                  |                                                                                             |  | Page No.
|                                                                  |                                                                                             |  |         
|PART I FINANCIAL INFORMATION                                      |                                                                                             |  |          |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Item 1. Financial Statements                                      |                                                                                             |  |          |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Consolidated Balance Sheets, March 31, 2002 and
December 31, 2001                           |  |          | 4 | 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Consolidated Statements of Operations, Three months ended
March 31, 2002 and March 31, 2001 |  |          | 5 | 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Consolidated Statements of Cash Flows, Three months ended
March 31, 2002 and March 31, 2001 |  |          | 6 | 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Notes to Consolidated Financial Statements                                                  |  |          | 7 | 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Item 2. Managements Discussion and Analysis or Plan of Operation |                                                                                             |  | 8-9      |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|PART II OTHER INFORMATION                                         |                                                                                             |  |          |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Item 1. Legal Proceedings                                         |                                                                                             |  | 10       |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Item 2. Changes in Securities and Use of Proceeds                 |                                                                                             |  | 10       |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Item 3. Defaults Upon Senior Securities                           |                                                                                             |  | 10       |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Item 4. Submission of Matters to a Vote of Security Holders       |                                                                                             |  | 10       |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Item 5. Other Information                                         |                                                                                             |  | 10       |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Item 6. Exhibits and Reports on Form 8-K                          |                                                                                             |  | 10       |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|SIGNATURES                                                        |                                                                                             |  | 11       |  

2



---



##### 



MILE MARKER INTERNATIONAL, INC.

FORWARD-LOOKING STATEMENTS

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.

3



---



##### 



PART I  FINANCIAL INFORMATION

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

MILE MARKER INTERNATIONAL, INC. AND SUBSIDIARY
Consolidated Balance Sheets
March 31, 2002 and December 31, 2001
UNAUDITED

|                                                                                                                                             |                                                                                                  |                            |           |           |           |              |           |           |           | 
|-------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------- | --------- | --------- | --------- | ------------ | --------- | --------- | --------- | 
|                                                                                                                                             |                                                                                                  |                            |           | March 31, |           | December 31,
|                                                                                                                                             |                                                                                                  |                            |           | 2002      |           | 2001        
|                                                                                                                                             |                                                                                                  |                            |           |           |           |             
|ASSETS                                                                                                                                       |                                                                                                  |                            |           |           |           |              |           |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|CURRENT ASSETS                                                                                                                               |                                                                                                  |                            |           |           |           |              |           |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Cash                                                                                             |                            | $         | 200,203   |           |              | $         | 50,089    |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Accounts Receivable, net of allowance for doubtful
accounts of $35,000 and $29,000, respectively |                            |           | 1,579,246 |           |              |           | 3,063,209 |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Inventories                                                                                      |                            |           | 3,400,805 |           |              |           | 3,254,473 |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Notes and Other Receivables                                                                      |                            |           | 374,478   |           |              |           | 149,764   |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Deferred Tax Asset                                                                               |                            |           | 48,445    |           |              |           | 39,800    |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Prepaid Expenses                                                                                 |                            |           | 26,656    |           |              |           | 60,210    |          
|                                                                                                                                             |                                                                                                  |                            |           |           |           |              |           |          
|                                                                                                                                             |                                                                                                  | Total Current Assets       |           |           | 5,629,833 |              |           |           | 6,617,545 | 
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|PROPERTY AND EQUIPMENT, NET                                                                                                                  |                                                                                                  |                            | 404,893   |           |           |              | 440,681   |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|OTHER ASSETS                                                                                                                                 |                                                                                                  |                            | 130,571   |           |           |              | 101,904   |          
|                                                                                                                                             |                                                                                                  |                            |           |           |           |              |           |          
|Total Assets                                                                                                                                 |                                                                                                  |                            | 6,165,297 |           |           |              | 7,160,130 |          
|                                                                                                                                             |                                                                                                  |                            |           |           |           |              |           |          
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                         |                                                                                                  |                            |           |           |           |              |           |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|CURRENT LIABILITIES                                                                                                                          |                                                                                                  |                            |           |           |           |              |           |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Notes Payable  Line of Credit                                                                   |                            |           | 1,825,738 |           |              |           | 2,584,282 |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Notes Payable  Current Portion                                                                  |                            |           | 14,799    |           |              |           | 21,066    |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Accounts Payable                                                                                 |                            |           | 455,232   |           |              |           | 1,111,343 |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Income Taxes Payable                                                                             |                            |           | 356,490   |           |              |           | 425,538   |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Accrued Liabilities                                                                              |                            |           | 83,689    |           |              |           | 73,953    |          
|                                                                                                                                             |                                                                                                  |                            |           |           |           |              |           |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             |                                                                                                  | Total Current Liabilities  |           |           | 2,735,948 |              |           |           | 4,216,182 | 
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|DEFERRED TAX CREDIT                                                                                                                          |                                                                                                  |                            | 44,212    |           |           |              | 42,172    |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|LONG-TERM DEBT                                                                                                                               |                                                                                                  |                            |           |           |           |              |           |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Notes Payable                                                                                    |                            |           | 58,546    |           |              |           | 87,790    |          
|                                                                                                                                             |                                                                                                  |                            |           |           |           |              |           |          
|                                                                                                                                             |                                                                                                  | Total Liabilities          |           |           | 2,838,706 |              |           |           | 4,346,144 | 
|                                                                                                                                             |                                                                                                  |                            |           |           |           |              |           |          
|SHAREHOLDERS EQUITY                                                                                                                         |                                                                                                  |                            |           |           |           |              |           |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|Common Stock, $.001 par value; 20,000,000 shares
authorized, 10,634,357 shares issued at March 31,
2002, and December 31, 2001, respectively |                                                                                                  |                            | 10,634    |           |           |              | 10,634    |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|Additional Paid-in Capital                                                                                                                   |                                                                                                  |                            | 1,521,215 |           |           |              | 1,521,215 |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|Treasury Shares (100,000 shares at cost)                                                                                                     |                                                                                                  |                            | (62,000   | )         |           |              |          |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|Retained Earnings                                                                                                                            |                                                                                                  |                            | 1,856,742 |           |           |              | 1,282,137 |          
|                                                                                                                                             |                                                                                                  |                            |           |           |           |              |           |          
|                                                                                                                                             |                                                                                                  | Total Shareholders Equity |           |           | 3,326,591 |              |           |           | 2,813,986 | 
|                                                                                                                                             |                                                                                                  |                            |           |           |           |              |           |          
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|Total Liabilities & Shareholders Equity                                                                                                     |                                                                                                  | $                          | 6,165,297 |           |           | $            | 7,160,130 |          
|                                                                                                                                             |                                                                                                  |                            |           |           |           |              |           |          

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

4



---



##### 



MILE MARKER INTERNATIONAL, INC.
AND SUBSIDIARY
Consolidated Statements of Operations
Three Months Ended March 31, 2002 and 2001
UNAUDITED

|                                                   |                                     |                                               |                                           |                              |            |         |           |       |            |         |         |  
|-------------------------------------------------- | ----------------------------------- | --------------------------------------------- | ----------------------------------------- | ---------------------------- | ---------- | ------- | --------- | ----- | ---------- | ------- | ------- | -
|                                                   |                                     |                                               |                                           |                              |            | 2002    |           | 2001 
|                                                   |                                     |                                               |                                           |                              |            |         |           |      
|Sales                                              |                                     | $                                             | 3,509,080                                 |                              |            | $       | 1,514,872 |      
|                                                  
|                                                  
|                                                  
|                                                  
|Cost of Sales                                      |                                     |                                               | 1,668,738                                 |                              |            |         | 927,350   |      
|                                                   |                                     |                                               |                                           |                              |            |         |           |      
|                                                   |                                     |                                               |                                           | Gross Profit                 |            |         | 1,840,342 |       |            |         | 587,522 |  
|                                                   |                                     |                                               |                                           |                              |            |         |           |      
|Selling Expenses                                   |                                     |                                               | 246,863                                   |                              |            |         | 168,046   |      
|                                                   |                                     |                                               |                                           |                              |            |         |           |      
|General and Administrative Expenses                |                                     |                                               |                                           |                              |            |         |           |      
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Salaries and Wages                            |                                           |                              | 361,671    |         |           |       | 199,552    |        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Professional Fees                             |                                           |                              | 79,578     |         |           |       | 57,211     |        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Rent                                          |                                           |                              | 41,734     |         |           |       | 27,395     |        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Depreciation and Amortization                 |                                           |                              | 34,038     |         |           |       | 27,720     |        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Insurance                                     |                                           |                              | 22,983     |         |           |       | 12,601     |        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Vehicle Expenses                              |                                           |                              | 12,827     |         |           |       | 10,527     |        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Research & Development                        |                                           |                              | 3,594      |         |           |       | 29,005     |        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Other                                         |                                           |                              | 81,707     |         |           |       | 57,365     |        
|                                                   |                                     |                                               |                                           |                              |            |         |           |      
|                                                   |                                     |                                               | Total General and Administrative Expenses |                              |            | 638,132 |           |       |            | 421,376 |        
|                                                   |                                     |                                               |                                           |                              |            |         |           |      
|                                                   |                                     |                                               |                                           | Total Expenses               |            |         | 884,995   |       |            |         | 589,422 |  
|                                                   |                                     |                                               |                                           |                              |            |         |           |      
|Income/(Loss) From Operations                      |                                     |                                               | 955,347                                   |                              |            |         | (1,900    | )    
|                                                   |                                     |                                               |                                           |                              |            |         |           |      
|Other Income/(Expense)                             |                                     |                                               |                                           |                              |            |         |           |      
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Interest Expense                              |                                           |                              | (26,377    | )       |           |       | (40,157    | )      
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Interest Income                               |                                           |                              | 4,481      |         |           |       |           |        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Loss on Sale of Assets                        |                                           |                              | (5,322     | )       |           |       |           |        
|                                                   |                                     |                                               |                                           |                              |            |         |           |      
|                                                   |                                     |                                               |                                           | Total Other Income/(Expense) |            |         | (27,218   | )     |            |         | (40,157 | )
|                                                   |                                     |                                               |                                           |                              |            |         |           |      
|Income before (Provision)/Benefit for Income Taxes |                                     |                                               | 928,129                                   |                              |            |         | (42,057   | )    
|                                                  
|                                                  
|                                                  
|                                                  
|(Provision)/Benefit for Income Taxes               |                                     |                                               | (353,525                                  | )                            |            |         | 13,250    |      
|                                                   |                                     |                                               |                                           |                              |            |         |           |      
|                                                   |                                     |                                               | Net Income/(Loss)                         |                              | $          | 574,604 |           |       | $          | (28,807 | )      
|                                                   |                                     |                                               |                                           |                              |            |         |           |      
|Per Share Data:                                    |                                     |                                               |                                           |                              |            |         |           |      
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Weighted Average Shares Outstanding  Basic   |                                           |                              | 10,634,357 |         |           |       | 10,634,357 |        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Weighted Average Shares Outstanding  Diluted |                                           |                              | 10,639,194 |         |           |       | 10,634,357 |        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Earnings Per Common Share  Basic   |                                               | $                                         | 0.05                         |            |         | $         | (0.00 | )         
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Earnings Per Common Share  Diluted |                                               | $                                         | 0.05                         |            |         | $         | (0.00 | )         

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

5



---



##### 



MILE MARKER INTERNATIONAL, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2002 and 2001
UNAUDITED

|                                                                                                |                               |                                              |                             |        |         |           |          |         |        |          |  
|----------------------------------------------------------------------------------------------- | ----------------------------- | -------------------------------------------- | --------------------------- | ------ | ------- | --------- | -------- | ------- | ------ | -------- | -
|                                                                                                |                               |                                              |                             |        | 2002    |           | 2001    
|                                                                                                |                               |                                              |                             |        |         |           |         
|OPERATING ACTIVITIES                                                                            |                               |                                              |                             |        |         |           |          |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Net income/(loss)                                                                               |                               | $                                            | 574,604                     |        |         |           | ($28,807 | )      
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Adjustments to reconcile net income/(loss) to net cash
provided/(used) by operating activities: |                               |                                              |                             |        |         |           |          |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Depreciation and amortization |                                              |                             | 41,728 |         |           |          | 32,758  |       
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Deferred income taxes         |                                              |                             | (6,605 | )       |           |          | (13,250 | )     
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Bad debts                     |                                              |                             | 9,638  |         |           |          | 22,493  |       
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Changes in operating assets and liabilities:                                                    |                               |                                              |                             |        |         |           |          |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|(Increase) decrease in:                                                                         |                               |                                              |                             |        |         |           |          |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                               |                                              | Accounts receivable         |        |         | 1,474,325 |          |         |        | (108,050 | )
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                               |                                              | Inventories                 |        |         | (146,332  | )        |         |        | (199,843 | )
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                               |                                              | Prepaid expenses            |        |         | 33,554    |          |         |        | (36,285  | )
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                               |                                              | Notes and other receivables |        |         | (224,714  | )        |         |        | (23,550  | )
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                               |                                              | Other assets                |        |         | (28,667   | )        |         |        | (29,796  | )
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|(Decrease) increase in:                                                                         |                               |                                              |                             |        |         |           |          |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                               |                                              | Accounts payable            |        |         | (656,111  | )        |         |        | 162,004  |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                               |                                              | Income taxes payable        |        |         | (69,048   | )        |         |        | (25,000  | )
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                               |                                              | Accrued liabilities         |        |         | 9,738     |          |         |        | (3,928   | )
|                                                                                                |                               |                                              |                             |        |         |           |          |        
|Net cash provided/(used) by operating activities                                                |                               |                                              | 1,012,110                   |        |         |           | (251,254 | )      
|                                                                                                |                               |                                              |                             |        |         |           |          |        
|INVESTING ACTIVITIES:                                                                           |                               |                                              |                             |        |         |           |          |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Proceeds from sale of property and equipment                                                    |                               |                                              | 29,000                      |        |         |           |         |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Property and equipment acquisitions                                                             |                               |                                              | (28,674                     | )      |         |           | (90,883  | )      
|                                                                                                |                               |                                              |                             |        |         |           |          |        
|Net cash provided/(used) by investing activities                                                |                               |                                              | 326                         |        |         |           | (90,883  | )      
|                                                                                                |                               |                                              |                             |        |         |           |          |        
|FINANCING ACTIVITIES                                                                            |                               |                                              |                             |        |         |           |          |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|(Repayments)/proceeds of short term borrowing -net                                              |                               |                                              | (764,811                    | )      |         |           | 290,068  |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Purchase of treasury common stock                                                               |                               |                                              | (62,000                     | )      |         |           |         |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Proceeds from long term borrowing                                                               |                               |                                              |                            |        |         |           | 36,537   |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Principal payments on long-term debt                                                            |                               |                                              | (35,511                     | )      |         |           |         |        
|                                                                                                |                               |                                              |                             |        |         |           |          |        
|Net cash (used)/provided by financing activities                                                |                               |                                              | (862,322                    | )      |         |           | 326,605  |        
|                                                                                                |                               |                                              |                             |        |         |           |          |        
|Increase/(decrease) in Cash                                                                     |                               |                                              | 150,114                     |        |         |           | (15,532  | )      
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Cash at Beginning of Period                                                                     |                               |                                              | 50,089                      |        |         |           | 27,191   |        
|                                                                                                |                               |                                              |                             |        |         |           |          |        
|Cash at End of Period                                                                           |                               | $                                            | 200,203                     |        |         | $         | 11,659   |        
|                                                                                                |                               |                                              |                             |        |         |           |          |        
|Supplemental Disclosure of Cash Flow Information:                                               |                               |                                              |                             |        |         |           |          |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                               | Cash paid during the period for interest     |                             | $      | 19,369  |           |          | $       | 40,157 |         
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                               | Cash paid during the period for income taxes |                             | $      | 429,178 |           |          | $       | 25,000 |         

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

6



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##### 



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

Note 1: Basis of Presentation

The unaudited consolidated financial statements include the accounts of
Mile Marker International, Inc. and its wholly-owned subsidiary, Mile Marker,
Inc. (collectively the Company). All necessary adjustments to the financial
statements have been made, and significant inter-company accounts and
transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements, which are
for interim periods, do not include all disclosures provided in the annual
consolidated financial statements. These unaudited 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, 2001, of Mile Marker International, Inc.,
as filed with the U.S. Securities and Exchange Com-mission. The summary December
31, 2001, balance sheet was derived from audited consolidated financial
statements, but does not include all disclosures required by generally accepted
accounting principles at December 31, 2001.

In the opinion of the Companys management, the accompanying unaudited
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 period ended March 31, 2002, includes incremental shares for stock
options outstanding during this period, but excludes incremental shares for
stock options outstanding during the period ended March 31, 2001, since their
effect was anti-dilutive during that period.

Note 2: Shareholders Equity

On March 8, 2002, the Company purchased 100,000 shares of its common
stock, $.001 par value, for $62,000. On April 1, 2002, the Company purchased
another 100,000 shares of its common stock for $65,000. These shares are being
held in the Companys treasury pending the retirement of 150,000 of these
shares.

Note 3: Reclassification

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

7



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##### 



Item 2. Managements Discussion 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 as a
percentage of sales, for the three months ended March 31, 2002, and 2001:

|                                             |                       |  |       |      |      |  |       |      |   
|-------------------------------------------- | --------------------- |  | ----- | ---- | ---- |  | ----- | ---- | --
|                                             |                       |  | 2002  |      | 2001
|                                             |                       |  |       |      |     
|Sales                                        |                       |  | 100.0 | %    |      |  | 100.0 | %   
|                                            
|                                            
|                                            
|                                            
|Cost of Sales                                |                       |  | 47.5  | %    |      |  | 61.2  | %   
|                                             |                       |  |       |      |      |  |       |     
|                                             | Gross Profit          |  |       | 52.5 | %    |  |       | 38.8 | % 
|                                            
|                                            
|                                            
|                                            
|Selling, General and
Administrative Expenses |                       |  | 25.2  | %    |      |  | 38.9  | %   
|                                             |                       |  |       |      |      |  |       |     
|Income/(Loss) from Operations                |                       |  | 27.3  | %    |      |  | (0.1  | )%  
|                                            
|                                            
|                                            
|                                            
|Other Income/(Expense)                       |                       |  | (0.8  | )%   |      |  | (2.7  | )%  
|                                             |                       |  |       |      |      |  |       |     
|                                             | Pre-Tax Income/(Loss) |  |       | 26.5 | %    |  |       | (2.8 | )%
|                                            
|                                            
|                                            
|                                            
|Income (Taxes)/Benefit                       |                       |  | (10.1 | )%   |      |  | 0.9   | %   
|                                             |                       |  |       |      |      |  |       |     
|                                             | Net Income/(Loss)     |  |       | 16.4 | %    |  |       | (1.9 | )%

Sales of $3,509,080 for the three months ended March 31, 2002, were
$1,994,208, or approximately 132%, more than comparable first quarter 2001 sales
of $1,514,872. This sales increase was due primarily to $2,317,873 more military
winch sales in the first quarter of 2002 than in the comparable period in 2001
based on the Companys fulfillment of military orders. This increase in military
winch sales was partially offset by a decrease of approximately $224,000 in
special order sales and approximately $114,000 in hub sales during the first
quarter of 2002 compared to 2001.

The Companys gross margins on its sales increased from 38.8% in 2001 to
52.5% in 2002, primarily due to a shift in the Companys 2002 product mix to its
higher-margin hub and winch products. Selling costs increased by $78,817, or
approximately 47%, from $168,046 in 2001 to $246,863 in 2002, but decreased from
11.1% of sales in 2001 to 7.0% of sales in 2002. Most of this increase in
selling costs was due to variable sales commissions paid on higher sales
volumes.

General and administrative expenses for the three months ended March 31,
2002, increased by $216,757, or about 51%, from $421,376 in the first quarter of
2001 to $638,133 in the first quarter of 2002. The most significant increase in
general and administrative expenses from the first three months of 2001 related
primarily to employee compensation expenses, which increased by $162,119, or
approximately 81%, over 2001 levels as the Companys staffing level was
increased to handle its substantial increase in sales. All other categories of
expenses, except research and development, increased as

8



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##### 



well due to the increased sales volumes. Relative to its sales, however, the
Companys total general and administrative costs decreased from 27.8% of sales
in the first quarter of 2001 to 18.2% of sales in the first quarter of 2002.

The Companys results of operations for the first three months of 2002
reflected income of $955,347 compared to a loss from operations of $1,900 during
the same period in 2001. Other expenses, consisting primarily of interest, were
$12,939 less than in the first three months of 2002 due to lower borrowings and
lower interest rates during the first quarter of 2002 than the comparable period
in 2001. During the quarter ended March 31, 2002, the Company recorded income
before taxes of $928,129 compared to a loss before taxes of $42,057 during the
same period in 2001. The Companys net income of $574,604 after taxes in the
first quarter of 2002 compares to a net loss of $28,807 in the first quarter of
2001 after recognizing a tax benefit of $13,250. The net income in the first
three months of 2002 represents earnings per share of $.05, both primary and
fully diluted, compared to a negligible loss per share in the first quarter of
2001.

LIQUIDITY AND CAPITAL RESOURCES

Net working capital increased by $492,521 to $2,893,884 on March 31,
2002, from $2,401,363 on December 31, 2001, and the Companys current ratio
increased to 2.06 at March 31, 2002, compared to 1.57 at December 31, 2001.
However, the Companys current assets decreased by $987,712 to $5,629,833 at
March 31, 2002, compared to $6,617,545 at December 31, 2001. Most of this
decrease in current assets was due to a reduction of $1,483,963 in accounts
receivable from the collections of 2001 sales, but was partially offset by a
$224,714 net increase in notes receivable from a customer and an increase of
$146,332 in inventories.

The Companys current liabilities decreased by $1,480,234, from
$4,216,182 on December 31, 2001, to $2,735,948 on March 31, 2002. Short-term
borrowings under the Companys line of credit decreased by $758,544 from the
December 31, 2001, balance of $2,584,282 to $1,825,738 on March 31, 2002, and
accounts payable were reduced by $656,111 from $1,111,343 on December 31, 2001,
to $455,232 on March 31, 2002.

During the first quarter of 2002, the Companys operating activities
provided cash of $1,012,110. $800,322 was used during this period to reduce the
Companys debt, and $62,000 was used to purchase 100,000 shares of the Companys
common stock. Capital expenditures of $28,674 were funded by the $29,000
proceeds from the sale of a vehicle. The Company has no material commitments
outstanding for major capital expenditures during 2002. However, the Company may
continue to repurchase its shares in the future.

The Companys cash balances increased by $150,114 from the December 31,
2001, level of $50,089 to $200,203 on March 31, 2002, due to the timing of
deposits in transit. The Company funds its operations chiefly through the
collection of its trade receivables, supplemented with periodic short-term
borrowings from a lender. On February 28, 2002,

9



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##### 



the Companys lender increased the maximum amount of the Companys working
capital line of credit to $3,500,000, extended its maturity date to February 28,
2003, and changed the interest rate on all borrowings to 2.55% above the One
Month London Interbank Offered Rate. The Companys actual borrowings at March
31, 2002, however, were only about 50% of its total availability due to the
significant cash flow generated from its operations, which also facilitated a
substantial reduction of its accounts payable.

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,
currently are material to the Companys operations or finances.

On March 4, 1999, the Company filed suit against Peterson Publishing
and Warn Industries, Inc. in Broward Circuit Court for defamation, civil
conspiracy and inter-ference with business practices in connection with a
November 1997 published test of its hydraulic winch and power source. In
response to the Companys legal action, Peterson Publishing filed a
counter-claim for alleged defamation by the Company and the Companys Chief
Executive Officer. In December of 2000, the trial judge entered a summary
judgment against the Company on its defamation claim against Peterson, which was
subsequently affirmed upon appeal. The Company dismissed its claims and
exchanged releases with Warn Industries. The Companys management is unable at
this time to quantify the final effects of this legal matter upon the Companys
finances or its operations.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8K

None

10



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##### 



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) |  |                                                                                              
|                                             
|May 1, 2002                                   |  | By: /s/ Richard E. Aho                                                                       
|                                              |  |                                                                                              
|(Date)                                        |  | Richard E. Aho, President and
Chief Executive Officer                                        
|                                             
|                                             
|                                             
|                                             
|                                             
|May 1, 2002                                   |  | By: /s/ Alvin A. Hirsch                                                                      
|                                              |  |                                                                                              
|(Date)                                        |  | Alvin A. Hirsch, Secretary/Treasurer
and Chief Financial Officer
Principal Accounting Officer

11