<PAGE>

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -------------------

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

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

   For the transition period from ____________________ to ____________________

                        Commission File Number: 2-98277C

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

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

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

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

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

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                        Yes [X]                 No [ ]

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

                        Yes [ ]                 No [X]

Number of shares of the registrant's Common Stock, $0.01 par value, outstanding
as of July 5, 2005: 48,399,771

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<PAGE>

                                    PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

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

FORWARD-LOOKING STATEMENTS

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

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

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

CRITICAL ACCOUNTING POLICIES

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

BACKGROUND

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

                                       2
<PAGE>

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

Our consolidated current assets increased from $8,211,000 at December 31, 2004
to $9,714,000 at June 30, 2005. This increase is primarily related to increases
in cash and other assets-current of $1,933,000 and $1,091,000 respectively,
offset by a decrease in note receivable-related party of $1,671,000. Our
consolidated current liabilities increased from $1,560,000 at December 31, 2004
to $3,082,000 at June 30, 2005. This increase primarily relates to increases in
accounts payable and accrued expenses of $697,000 and $828,000, respectively.

Cash increased $1,933,000, from $673,000 at December 31, 2004 to $2,606,000 at
June 30, 2005 primarily due to $1,671,000 received from our majority shareholder
towards the balance owed on an outstanding note receivable-related party and
cash generated in operating activities of $346,000.

Accounts receivable - trade increased by approximately $277,000 from $833,000 as
of December 31, 2004 to $1,110,000 at June 30, 2005, due to increased sales
activity associated with the second quarter of the fiscal year, as compared to
the fourth quarter.

                                       3
<PAGE>
Note receivable - related party is comprised of a note, which is secured by a
subordinated mortgage and personal guarantee from our majority shareholder. The
note required monthly principal and interest payments through February 2005, at
which time the unpaid balance was due. The related party failed to pay the
remaining balance on the due date in February 2005, however, the related party
has continued to make the same principal and interest payments through May 2005
and made a partial principal payment of $1,600,000 towards the remaining balance
in June of 2005. The Company has sent a default letter demanding payment and is
pursuing collection of this obligation. During the quarter ended June 30, 2005,
the Company obtained an independent appraisal of the collateral which indicates
a value of approximately $4,860,000. The Company is evaluating its options with
regards to the collateral. The Company believes that it has adequate collateral
to secure the remaining obligation.

Inventories decreased by approximately $127,000 from $1,600,000 at December 31,
2004 to $1,473,000 at June 30, 2005 due to better inventory management.

Other assets - current increased $1,091,000 from $675,000 at December 21, 2004
to $1,766,000 primarily due to prepaid sanction fees associated with an event to
be held at BIR in the third quarter of 2005.

Net property, plant and equipment decreased by approximately $870,000 from
$10,024,000 at December 31, 2004 to $9,154,000 at June 30, 2005 primarily due to
depreciation for the period of $837,000.

LIABILITIES AND EQUITY

Accounts payable increased by approximately $697,000 from $953,000 at December
31, 2004 to $1,650,000 at June 30, 2005 primarily due to activities associated
with the seasonal operation of BIR which is from May through October each year.

Accrued expenses increased by $828,000 from $388,000 at December 31, 2004 to
$1,216,000 at June 30, 2005, primarily due to advanced ticket sales of $884,000
at BIR, offset by the payment of other accrued amounts.

OUTSTANDING LOANS AND CONTRACTUAL COMMITMENTS

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

In February 2003, we entered into a note payable with a bank in the amount of
$500,000. This note was secured by a mortgage on BIR's facilities and required
monthly payments of interest at 7.5%. In October 2003, we extended this note
with monthly principal and interest payments at 2.5% above prime (effective rate
of 8.5% at June 30, 2005) through October 2008.

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

                                       4
<PAGE>
Summarized below are our obligations and commitments to make future payments
under debt obligations and lease agreements as of June 30, 2005:

<TABLE>
<CAPTION>
                      2006            2007           2008         2009            2010          Thereafter
                  ------------    -----------    -----------   -----------   --------------   --------------
<S>               <C>             <C>            <C>           <C>           <C>              <C>
Debt obligations  $    216,000    $   233,000    $   173,000   $    40,000   $           --   $           --
Lease agreements       610,000        606,000        605,000       602,000          600,000        5,900,000
                  ------------    -----------    -----------   -----------   --------------   --------------

     Total        $    826,000    $   839,000    $   778,000   $   642,000   $      600,000   $    5,900,000
                  ============    ===========    ===========   ===========   ==============   ==============
</TABLE>

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

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                  Six Months Ending       Three Months Ending
                                       June 30                  June 30
                                  -----------------       -------------------
                                   2005      2004           2005       2004
                                  ------    -------       -------    --------
<S>                               <C>       <C>           <C>        <C>
Sales                               100%    100%             100%    100%
Cost of Sales                        88      84               85      85
Selling, General and
   Administrative Expenses           24      22               20      20
Land Development Costs                1       2               --       1
Net Gain on Disposal of Assets       --       2               --       3
Loss from Operations                 13       6                5       2
Other Income                          2       1                1       1
Net Loss                             11       4                3       1
</TABLE>

Our revenues were $3,997,000 in the three months ended June 30, 2005 compared to
$5,720,000 in the same period of 2004. Revenues attributable to RL were
$3,676,000 and $4,898,000 for the quarters ended June 30, 2005 and 2004,
respectively. The decrease in RL's sales from 2004 to 2005 is due to a softening
in demand for its bedliner products. BIR's revenues were $321,000 and $822,000
for the quarters ended June 30, 2005 and 2004, respectively. The $501,000
decrease in BIR's revenues from 2004 to 2005 is due to a number of decisions
made to improve BIR's overall profitability. In 2005, we eliminated our American
Motorcyclist Association ("AMA") and Thunder at the Lakes events, which had
revenues of $200,000 and $40,000, respectively in the second quarter of 2004.
Additionally, Raceway 66, a combined gas station and convenience store has not
been opened in 2005 and accounted for $229,000 of BIR's revenues in the second
quarter of 2004.

Revenues were $7,283,000 and $10,442,000 for the six months periods ending June
30, 2005 and 2004, respectively. Revenues for RL were $6,942,000 and $9,512,000
for the six month periods ended June 30, 2005 and 2004, respectively with the
decrease due to the same factors noted above. BIR revenues were $341,000 and
$930,000 for the same periods with the decrease due to the same reasons as
described above.

                                        5


<PAGE>

Cost of sales were $3,378,000 and $4,838,000 for the quarters ended June 30,
2005 and 2004 respectively or 85% as a percentage of revenue for both periods.
Cost of sales attributable to RL were $2,917,000 and $3,670,000 for the quarters
ended June 30, 2005 and 2004 respectively or 79% and 75% as a percentage of
revenue. RL's cost of sales increased as a percentage of sales from 2004 to 2005
due to less favorable material costs as well as the reduction in sales described
above, reducing the absorption of fixed manufacturing and overhead costs. Gross
profit for RL was 21% of sales for the second quarter of 2005 and 25% of sales
for the second quarter of 2004. Cost of sales attributable to BIR were $461,000
and $1,168,000 for the quarters ended June 30, 2005 and 2004, respectively. The
decrease in BIR's cost of sales from 2004 to 2005 is primarily due to not
operating Raceway 66 during the second quarter of 2005 and the elimination of
events as described above, which accounted for approximately $342,000 and
$236,000, respectively, of the total reduction in BIR's cost of sales of
$704,000. The remaining decrease is primarily due to reductions in maintenance
costs of the track facility.

Cost of sales for the six month periods ended June 30, 2005 and 2004 were
$6,425,000 and $8,775,000, respectively for the same reasons as described above.
Cost of sales attributable to RL were $5,726,000 and $7,162,000 for the same
periods or 82% and 75% as a percentage of revenues, respectively. Cost of sales
attributable to BIR for the six month periods ended June 30, 2005 and 2004 were
$699,000 and $1,613,000, respectively.

Selling, general and administrative expenses were $810,000 and $1,135,000 for
the quarters ended June 30, 2005 and 2004, respectively, or 20% as a percentage
of revenues for both periods. Selling, general and administrative expenses
attributed to RL were $686,000 and $865,000 for the quarters ended June 30, 2005
and 2004, respectively or 19% and 18% respectively, as percentage of revenues.
RL's selling, general and administrative expenses decreased due to a reduction
in sales levels. Selling, general and administrative expenses for BIR were
$124,000 and $270,000 for the three month periods ended June 30, 2005 and 2004
respectively and decreased primarily due to a reduction in administrative staff.

Selling, general and administrative expenses were $1,755,000 and $2,297,000 for
the six month periods ended June 30, 2005 and 2004, respectively, or 24% and 22%
as a percentage of revenues for the same reasons as described above. Selling,
general and administrative expenses attributed to RL were $1,538,000 and
$1,851,000 for the six months ended June 30, 2005 and 2004, respectively.
Selling, general and administrative expenses for BIR were $217,000 and $446,000
for the same periods.

There were no land development costs incurred for the quarter ending June 30,
2005. Land development costs were $57,000 for the quarter ending June 30, 2004,
and $40,000 and $170,000 for the six month periods ended June 30, 2005 and 2004,
respectively. Land development costs are comprised principally of professional
fees and non-refundable deposits to extend various agreements to purchase land
in Mount Morris Township, Michigan in connection with our proposed sports and
entertainment complex. Since financing for development of the project was not in
place at June 30, 2005 these amounts have been expensed.

There was no significant net gain on disposal of assets for the quarter ended
June 30, 2005, which totaled $8,000. Net gain on disposal of assets was $185,000
for the quarter ended June 30, 2004 and is related to the sale of an unused
warehouse facility.

Net gain on disposal of assets was $14,000 and $198,000 for the six month
periods ended June 30, 2005 and 2004, respectively, principally for the same
reasons described above.

                                       6
<PAGE>

Interest expense in the second quarter of 2005 decreased by $4,000 from the
second quarter of 2004, from $16,000 to $12,000 due to the reduction of
outstanding debt. Interest expense in the six month period ending June 30, 2005
decreased by $5,000 from the same period in 2004, from $33,000 to $27,000 for
the same reason.

Interest income was $69,000 and $94,000 for the quarters ended June 30, 2005 and
2004, respectively, and $161,000 and $188,000 for the six month periods ended
June 30, 2005 and 2004, respectively. Changes in interest income are
attributable to excess cash available for investment purposes at prevailing
rates and interest earned on notes receivable-related party.

RISK FACTORS

GENERAL

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

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

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

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

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

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

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

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

                                       7
<PAGE>

TRUCK ACCESSORIES SEGMENT

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

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

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

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

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

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

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

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

SPORTS AND ENTERTAINMENT SEGMENT

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

In order to be successful, our raceway operation needs to maintain a good
relationship with the primary sanctioning body of our racing events, The
National Hot Rod Association ("NHRA"). While we believe that we have a good
relationship with the NHRA, and the current term of our sanctioning agreement
has been extended to December 31, 2005, it is likely that the loss of the
national race with the NHRA would adversely affect the results of our
operations.

                                       8
<PAGE>

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

We compete for marketing, advertising and ticket sales with other sports and
with other entertainment and recreational activities. In the event fan interest
in racing declines, it is likely that our results of operations would be
adversely affected. We compete with well-established raceway operations some of
which have greater market recognition and substantially greater financial,
technical, marketing, distribution and other resources than we have. Our ability
to compete successfully depends on a number of factors, which are primarily
outside our control including our ability to develop and maintain effective
marketing programs, the number and location of our competitors and general
market and economic conditions.

WE MAY INCUR LIABILITY FOR PERSONAL INJURIES

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

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

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

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

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

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

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

                                       9
<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS

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

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

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

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

                                       10
<PAGE>

SEGMENT REPORTING

For a discussion of our business segments, see Note 12 to the condensed
financial statements included in Appendix A.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

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

Based on their evaluation of the Company's disclosure controls and procedures
which took place as of the end of the period covered by this report, the Chief
Executive and the Chief Financial Officers believe that, not withstanding the
material weaknesses discussed below, these procedures are effective to ensure
that the Company is able to collect, process and disclose the information it is
required to disclose in the reports it files with the SEC within the required
time period.

Internal Controls

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

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

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

-     lack of documentation of policies and controls;

-     concentration of duties among few accounting staff members;

-     inadequate security within software applications.

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

                                       11
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

On July 19, 2005, the Company received a copy of a lawsuit filed in Genesee
County circuit court (Case No. 05-081885-cz) captioned Richard R. Mansour v.
Sports Resorts International, Inc. et al. The complaint seeks damages in excess
of $25,000 and alleges various claims. The Company is evaluating the lawsuit and
believes at this time that it is without merit.

ITEM 6.  EXHIBITS

(a)   Exhibits

      10.1  Amendment to lease agreement between 620 Platt Road LLC and Rugged
            Liner, Inc. dated May 16, 2005 (Filed herewith)

      31.1  Certification of Chief Executive Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

      31.2  Certification of Chief Financial Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

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

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

                                       12
<PAGE>

                                   SIGNATURES

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

                                      SPORTS RESORTS INTERNATIONAL, INC.

Dated: August 8, 2005                 By: /s/ Gregory T. Strzynski
                                          --------------------------------------
                                          Gregory T. Strzynski
                                          Chief Financial Officer
                                          (Duly Authorized Officer and Principal
                                          Accounting and Financial Officer of
                                          the Registrant)

                                       13
<PAGE>

                                   APPENDIX A

                                       A-1
<PAGE>

                       SPORTS RESORTS INTERNATIONAL, INC.
                            CONDENSED BALANCE SHEETS

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

CURRENT ASSETS:
  Cash                                                    $  2,605,866            $    673,314
  Accounts receivable:
   Trade (net of allowance for doubtful
   accounts and cash discounts of $218,000
   at June 30, 2005 and $184,000 at December
   31, 2004)                                                 1,110,034                 833,099
  Note receivable - related party (Note 2)                   2,758,892               4,429,654
  Inventories (Note 3)                                       1,472,937               1,599,738
  Other (Note 4)                                             1,765,864                 675,016
                                                          ------------            ------------

       Total current assets                                  9,713,593               8,210,821

PROPERTY, PLANT, AND EQUIPMENT - Net
   (Notes 5 and 7)                                           9,154,490              10,024,340

OTHER ASSETS:
  Other (Note 6)                                             2,027,513               2,032,044
                                                          ------------            ------------

TOTAL ASSETS                                              $ 20,895,596            $ 20,267,205
                                                          ============            ============
</TABLE>

                                      A-2

<PAGE>

                       SPORTS RESORTS INTERNATIONAL, INC.
                            CONDENSED BALANCE SHEETS

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

CURRENT LIABILITIES:
  Current portion of long-term debt (Note 7)                       $   215,699                $    219,058
  Accounts payable                                                   1,650,289                     952,792
  Accrued expenses (Note 8)                                          1,215,897                     387,896
                                                                   -----------                ------------

       Total current liabilities                                     3,081,885                   1,559,746

LONG-TERM DEBT (Note 7)                                                446,012                     573,028

SHAREHOLDERS' EQUITY
  Common stock: 70,000,000 shares authorized
     at $0.01 par value, 48,399,771 shares issued
     and outstanding at June 30, 2005
     and December 31, 2004                                             483,997                     483,997
  Additional paid-in-capital                                         5,775,068                   5,775,068
  Net advances to related parties (Note 2)                            (396,292)                   (396,292)
  Retained earnings                                                 11,504,926                  12,271,658
                                                                   -----------                ------------

         Total shareholders' equity                                 17,367,699                  18,134,431
                                                                   -----------                ------------

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                           $20,895,596                $ 20,267,205
                                                                   ===========                ============
</TABLE>

                                      A-3

<PAGE>

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

<TABLE>
<CAPTION>
                                                           Six Months Ending               Three Months Ending
                                                                June 30                          June 30
                                                      ----------------------------     ---------------------------
                                                         2005             2004            2005            2004
                                                      -----------     ------------     -----------    ------------
<S>                                                   <C>             <C>              <C>            <C>
SALES                                                 $ 7,282,508     $ 10,441,815     $ 3,997,016    $  5,719,714

COST OF SALES                                           6,424,602        8,775,315       3,377,870       4,838,395
                                                      -----------     ------------     -----------    ------------

GROSS PROFIT                                              857,906        1,666,500         619,146         881,319

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                               1,754,979        2,296,509         810,099       1,135,360

LAND DEVELOPMENT COSTS (Note 6)                            39,668          169,773              --          57,204

NET GAIN ON DISPOSAL OF ASSETS (Note 5)                    13,578          198,333           7,646         184,763
                                                      -----------     ------------     -----------    ------------

LOSS FROM OPERATIONS                                     (923,163)        (601,449)       (183,307)       (126,482)

OTHER INCOME (EXPENSE):
  Interest expense                                        (27,414)         (32,512)        (12,412)        (16,292)
  Interest income                                         160,916          188,020          68,912          94,155
  Other                                                    22,929             (683)          2,205            (197)
                                                      -----------     ------------     -----------    ------------

   Other income, net                                      156,431          154,825          58,705          77,666
                                                      -----------     ------------     -----------    ------------

NET LOSS                                              $  (766,732)    $   (446,624)    $  (124,602)   $    (48,816)
                                                      ===========     ============     ===========    ============
</TABLE>

                                                                       Continued

                                      A-4

<PAGE>

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

<TABLE>
<CAPTION>
                                                        Six Months Ending               Three Months Ending
                                                             June 30                          June 30
                                                   ---------------------------     -----------------------------
                                                      2005            2004             2005             2004
                                                   -----------    ------------     ------------     ------------
<S>                                                <C>            <C>              <C>              <C>
BASIC AND DILUTED
   LOSS PER SHARE
   (Note 10)

   Net Loss                                        $     (0.02)   $      (0.01)    $      (0.00)    $      (0.00)
                                                   ===========    ============     ============     ============

WEIGHTED AVERAGE COMMON
   SHARES
   Basic                                            48,399,771      48,378,741       48,399,771       48,388,746
   Effect of dilutive securities:
    Common share equivalents,
     common shares issuable upon
     exercise of outstanding
     stock options                                          --              --               --               --
                                                   -----------    ------------     ------------     ------------

   Diluted                                          48,399,771      48,378,741       48,399,771       48,388,746
                                                   ===========    ============     ============     ============
</TABLE>

                                                                       Concluded

                                      A-5

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                           Six Months Ending
                                                                                                June 30
                                                                                   --------------------------------
                                                                                        2005              2004
                                                                                   --------------     -------------
<S>                                                                                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                        $     (766,732)    $    (446,624)
   Adjustments to reconcile net loss to net cash
       provided by operating activities:
       Depreciation and amortization                                                      836,845           866,119
       Gain on disposal of property and equipment                                         (13,578)         (198,333)
       Changes in assets and liabilities that provided (used) cash:
        Accounts receivable                                                              (276,935)         (447,987)
        Income taxes receivable                                                                --         1,570,234
        Inventories                                                                       126,801            10,085
        Other                                                                          (1,086,317)         (717,396)
        Accounts payable                                                                  697,497           516,701
        Accrued expenses                                                                  828,001           710,665
                                                                                   --------------     -------------

Net cash provided by operating activities                                                 345,582         1,863,464
                                                                                   --------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                    (8,286)         (178,274)
   Proceeds from disposal of property and equipment                                        54,869           428,557
   Payments received on notes receivable-related party                                  1,670,762            78,669
                                                                                   --------------     -------------

Net cash provided by investing activities                                               1,717,345           328,952
                                                                                   --------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on long-term debt                                                  (130,375)         (101,618)
   Proceeds from issuance of common stock                                                      --           118,831
                                                                                   --------------     -------------

Net cash (used in) provided by financing activities                                      (130,375)           17,213
                                                                                   --------------     -------------

INCREASE IN CASH                                                                        1,932,552         2,209,629

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

CASH, END OF PERIOD                                                                $    2,605,866     $   2,691,757
                                                                                   ==============     =============
</TABLE>

                                                                       Continued

                                      A-6

<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Six Months Ending
                                                                       June 30
                                                              -------------------------
                                                                 2005           2004
                                                              ----------     ----------
<S>                                                           <C>            <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
   Cash paid during the period for interest                   $   27,414     $   37,069
                                                              ==========     ==========
</TABLE>

                                                                       Concluded

                                      A-7

<PAGE>

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

Note 1 BASIS OF PRESENTATION

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

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

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

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

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

       NEW ACCOUNTING PRONOUNCEMENTS

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

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

                                      A-8

<PAGE>

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

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

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

Note 2 RELATED PARTY TRANSACTIONS

       Note Receivable

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

                                      A-9


<PAGE>

       Net Advances to Related Parties

       From 1999 through the first six months of 2002, the Company paid certain
       expenses on behalf of affiliated entities controlled by Donald J.
       Williamson. These expenses were predominately for the use of a common
       payroll processing service as well as a pro rata share of general
       insurance coverage. Additionally, the Company had advanced $1,036,000 on
       behalf of Mr. Williamson for construction costs related to a convenience
       store and gas station being built adjacent to BIR's facility in Brainerd,
       Minnesota. Construction of the convenience store was completed in the
       second quarter of 2002. Effective September 1, 2002, Mr. Williamson
       transferred the facility to the Company, at which time the advances were
       offset based on net book value which was determined using historic cost
       data accumulated during the construction of the facility. Additionally,
       in June of 2003, the Company received $711,000 from affiliated entities
       toward amounts previously advanced. The total amount outstanding at June
       30, 2005 and December 31, 2004 was $396,000, which is to be reimbursed to
       the Company by the affiliated entities. These advances to related parties
       are recorded as a reduction to shareholders' equity. In accordance with
       the Sarbanes-Oxley Act of 2002, the Company discontinued making any
       additional advances, or any modifications to existing credit arrangements
       to or on behalf of affiliated entities.

Note 3 INVENTORIES

       Inventories are summarized as follows:

<TABLE>
<CAPTION>
                                                                   June 30,            December 31,
                                                                    2005                   2004
                                                                 (unaudited)            (audited)
                                                                 -----------           ------------
<S>                                                              <C>                   <C>
Finished products                                                $   713,599           $    803,651
Raw materials                                                        732,908                764,340
Other                                                                 26,430                 31,747
                                                                 -----------           ------------

Total                                                            $ 1,472,937           $  1,599,738
                                                                 ===========           ============
</TABLE>

Note 4 OTHER ASSETS, CURRENT

       Other assets, current is summarized as follows:

<TABLE>
<CAPTION>
                                                                   June 30,            December 31,
                                                                     2005                  2004
                                                                 (unaudited)            (audited)
                                                                 -----------           ------------
<S>                                                              <C>                   <C>
Prepaids:
   Sanction fees                                                 $ 1,300,426           $    250,000
   Insurance                                                         110,979                 88,641
   Rent                                                               52,474                 52,474
   Property taxes                                                    108,703                139,589
Deposits                                                             179,319                 66,577
Other                                                                 13,963                 77,735
                                                                 -----------           ------------
Total                                                            $ 1,765,864           $    675,016
                                                                 ===========           ============
</TABLE>

                                      A-10

<PAGE>

Note 5 PROPERTY, PLANT AND EQUIPMENT

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

<TABLE>
<CAPTION>
                                                 June 30,             December 31,
                                                   2005                  2004
                                               (unaudited)             (audited)
                                             ---------------        ---------------
<S>                                          <C>                    <C>
Land and improvements                        $     3,757,629        $     3,757,629
Track                                              1,560,300              1,560,300
Buildings                                          2,928,442              2,928,442
Condominium units                                    466,000                466,000
Leasehold improvements                               319,899                319,899
Bleachers & fencing                                1,656,266              1,656,266
Equipment                                          7,488,466              7,488,466
Transportation equipment                           1,918,119              2,022,204
Furniture & fixtures                                 683,693                684,758
Tooling                                            4,257,384              4,257,384
                                             ---------------        ---------------

     Total                                        25,036,198             25,141,348
     Less accumulated depreciation               (15,881,708)           (15,117,008)
                                             ---------------        ---------------

Net property, plant and equipment            $     9,154,490        $    10,024,340
                                             ===============        ===============
</TABLE>

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

Note 6 OTHER ASSETS, LONG-TERM

       Other assets, long-term is summarized as follows:

<TABLE>
<CAPTION>
                                                 June 30,             December 31,
                                                   2005                  2004
                                               (unaudited)             (audited)
                                             ---------------        ---------------
<S>                                          <C>                    <C>
Rental property                              $        75,000        $        75,000
Land held for development                          1,889,349              1,889,349
Land contract receivable                              58,964                 63,495
Other                                                  4,200                  4,200
                                             ---------------        ---------------

Total                                        $     2,027,513        $     2,032,044
                                             ===============        ===============
</TABLE>

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

                                      A-11

<PAGE>

Note 7 LONG TERM DEBT

      Long-term obligations consist of the following:

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

Note payable to a bank, monthly installments of interest at
   7.5% through October 2003, and monthly payments of
   principal and interest at 2.5% above prime (effective rate
   of 8.5% and 7.75% at June 30, 2005 and December 31, 2004,
   respectively) through October 2008; secured by a mortgage
   on related property                                                          $    353,108      $    398,463

Term loans, payable to finance companies, monthly installments
   include interest approximating 8.0% through November 2007,
   collateralized by the related transportation equipment                            308,603           393,623
                                                                                ------------      ------------
         Total                                                                       661,711           792,086
Less current portion                                                                (215,699)         (219,058)
                                                                                ------------      ------------

Long-term                                                                       $    446,012      $    573,028
                                                                                ============      ============
</TABLE>

Note 8 ACCRUED EXPENSES

       Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                                                  June 30,        December 31,
                                                                                    2005              2004
                                                                                (unaudited)         (audited)
                                                                                ------------      ------------
<S>                                                                             <C>               <C>
Professional fees                                                               $     77,407      $    162,706
Advance ticket sales/deferred revenue                                                883,579            12,821
Payroll and taxes                                                                     76,241            81,843
Property taxes                                                                        69,300            69,300
Other                                                                                109,370            61,226
                                                                                ------------      ------------

   Total                                                                        $  1,215,897      $    387,896
                                                                                ============      ============
</TABLE>

Note 9 INCOME TAXES

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

       At December 31, 2004, the Company has net operating loss carryforwards
       for federal income tax purposes of $2,808,226, the last of which expire
       in 2024 if not utilized.

                                      A-12

<PAGE>

Note 10 LOSS PER SHARE

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

Note 11 STOCK OPTIONS

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

Note 12 SEGMENTS OF BUSINESS

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

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

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

        Financial information segregated by reportable product segment is as
        follows:

<TABLE>
<CAPTION>
                                      Six Months Ending                  Three Months Ending
                                            June 30                            June 30
                                          (unaudited)                        (unaudited)
                                --------------------------------    -----------------------------
                                     2005             2004              2005            2004
                                --------------   ---------------    ------------    -------------
<S>                             <C>              <C>                <C>             <C>
Sales:
       Truck Accessories        $    6,941,726         9,511,993    $  3,675,814    $   4,898,121
       Raceway                         340,782           929,822         321,202          821,593
                                --------------   ---------------    ------------    -------------

       Total                    $    7,282,508        10,441,815    $  3,997,016    $   5,719,714
                                ==============   ===============    ============    =============

(Loss) Income from Operations
       Truck Accessories        $     (349,377)  $       520,664    $     79,845    $     490,543
       Raceway                        (573,786)       (1,122,113)       (263,152)        (617,025)
                                --------------   ---------------    ------------    -------------

       Total                    $     (923,163)  $      (601,449)   $   (183,307)   $    (126,482)
                                ==============   ===============    ============    =============
</TABLE>

                                      A-13
<PAGE>

                                 Exhibit Index

<TABLE>
<CAPTION>
Exhibit No.                                 Description
-----------                                 -----------
<S>                <C>
10.1               Amendment to lease agreement between 620 Platt Road LLC and
                   Rugged Liner, Inc. dated May 16, 2005 (Filed herewith)

31.1               Certification of Chief Executive Officer pursuant to Section
                   302 of the Sarbanes-Oxley Act of 2002

31.2               Certification of Chief Financial Officer pursuant to Section
                   302 of the Sarbanes-Oxley Act of 2002

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

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