<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 September 30, 2004

    [ ] 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
 incorporation or organization)                              identification no.)

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


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

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

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

                                 Yes [X] No [ ]

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

                                 Yes [ ] No [X]

Number of shares of the registrant's Common Stock, $0.01 par value, outstanding
as of October 4, 2004: 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 10 of our 2003 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 25, 2004. There have been no
material changes in the accounting policies followed by us during fiscal 2004.

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.

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. If we cannot obtain sufficient
capital to develop the Complex we will need to consider an alternative plan.

LIQUIDITY AND CAPITAL RESOURCES

Our consolidated current assets increased from $5,101,000 at December 31, 2003
to $9,282,000 at September 30, 2004. This increase is primarily related to the
reclassification from long term to current, the majority of the balance owed on
a related party note-receivable. Our consolidated current liabilities remained
consistent and were $1,960,000 at December 31, 2003 and $1,879,000 at September
30, 2004.

Cash increased by approximately $1,034,000 from $482,000 at December 31, 2003 to
$1,516,000 at September 30,2004 primarily due to the receipt of Federal income
tax refunds of $1,570,000 and $414,000 received upon the disposal of an unused
warehouse building in the second quarter of 2004, offset by the purchase of 40
acres of vacant land in Mt. Morris Township, Michigan for $752,000. We exercised
options to purchase the land as part of our proposed sports and entertainment
complex.

Accounts receivable - trade increased by approximately $326,000 from $821,000 as
of December 31, 2003 to $1,147,000 at September 30, 2004, primarily due to
amounts owed relative to a major event held at BIR in the third quarter of 2004.

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 requires monthly principal and interest payments through February 2005, at
which time the unpaid balance is due. The current portion of the note increased
by $4,310,000, from $161,000 at December 31, 2003 to $4,471,000 at September 30,
2004 primarily due to the reclassification of amounts from long-term. The note
is being paid in accordance with terms.

Federal income taxes receivable of $1,570,000 at December 31, 2003 relates to
net operating losses available for carryback. During 2003, we completed a cost
segregation study during which we reclassified certain assets originally
classified as real property into other more appropriate asset

                                       3
<PAGE>

categories, which allowed for shorter more accelerated methods of depreciation
as allowed by the Internal Revenue Service. As a result of the cost segregation
study, we were able to accelerate our deductions for depreciation and increase
the carryback of net operating losses during the completion of our 2002
consolidated Federal income tax return. During the second quarter of 2004 we
received a refund of $1,570,000 from the amendment of certain prior year
returns.

Inventory levels increased by $266,000, from $1,535,000 at December 31, 2003 to
$1,801,000 at September 30, 2004 primarily due to softening in demand for our
bedliner products.

Other assets-current decreased $185,000 from $532,000 at December 31, 2003 to
$347,000 primarily due to the expense of prepaid sanction fees associated with
events held at BIR in the third quarter of 2004.

Net property, plant and equipment decreased by approximately $1,265,000 from
$11,673,000 at December 31, 2003 to $10,408,000 at September 30, 2004 due to
fixed asset additions of $289,000 offset by depreciation for the period of
$1,324,000 and the disposal of an unused warehouse building with a carrying
value of $230,000. Tooling comprised the majority of additions during the
period.

Other assets - long term increased from $1,294,000 at December 31, 2003 to
$2,036,000 at September 30, 2004 due to the purchase of 40 acres of vacant land
in connection with our proposed complex in Mt. Morris Township, Michigan

LIABILITIES AND EQUITY

Accounts payable increased by approximately $148,000 from $1,136,000 at December
31, 2003 to $1,284,000 at September 30, 2004 primarily due to amounts owed
relative to a major event held at BIR in the third quarter of 2004.

Accrued expenses decreased by $188,000 from $567,000 at December 31, 2003 to
$379,000 at September 30, 2004, primarily due to the payment of accrued amounts
provided for.

During the first six months of 2002, we paid certain expenses on behalf of
affiliated entities controlled by Donald J. Williamson, our majority
shareholder. 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, we had advanced $1,036,000 on behalf of Mr. Williamson for
construction costs related to a convenience store and gas station built adjacent
to our BIR 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 us, at which time the construction
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, we received $711,000 from affiliated entities
toward amounts previously advanced. The total amount outstanding at September
30, 2004 and December 31, 2003 was $396,000, which is to be reimbursed to us by
the affiliated entities. In accordance with the Sarbanes-Oxley Act of 2002, we
discontinued making any additional advances to or on behalf of affiliated
entities effective September 30, 2002.

OUTSTANDING LOANS AND CONTRACTUAL COMMITMENTS

We entered into a term loan in August 1999 in the amount of $403,000. This loan
was secured by a permanent grandstand addition and required annual principal
payments of $100,675, plus 9% interest, through August 2003 at which time this
loan was paid in full. We also had a term loan, which was

                                       4
<PAGE>

secured by property and required quarterly interest payments at 2% above the
prime rate, subject to a minimum rate of 8%. In August of 2004 the loan was paid
in full.

In 1995, we leased $2,689,000 of equipment under a lease agreement that included
an option to purchase the equipment for $1.00 upon expiration of the lease term.
The payment amounts under the lease represented principal payments, with
interest at rates between 8.0% and 8.5%. In 1996, we leased additional equipment
in the amount of $3,744,000 structured in the same manner. In May of 2003, these
capital leases were paid in full.

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 8.0% 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 7.25% at September 30, 2004) through October 2008.

We lease our Owosso, Michigan facility from an affiliated entity controlled by
Donald J. and Patsy L. Williamson, our majority shareholders. We are also
responsible for all taxes, insurance and maintenance expenses related to the
facility.

Summarized below are our obligations and commitments to make future payments
under debt obligations and lease agreements as of September 30, 2004:

<TABLE>
<CAPTION>
                            2005           2006           2007             2008           2009          2010
                       --------------  -------------  -------------   -------------  ------------  ---------------
<S>                    <C>             <C>            <C>             <C>            <C>           <C>
Debt obligations       $      217,000  $     229,000  $     245,000   $     136,000  $     17,000  $            --
Lease agreements              610,000        610,000        607,000         603,000       600,000          100,000
                       --------------  -------------  -------------   -------------  ------------  ---------------
     Total             $      827,000  $     839,000  $     852,000   $     739,000  $    617,000  $       100,000
                       ==============  =============  =============   =============  ============  ===============
</TABLE>

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

                                       5
<PAGE>

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                     Nine Months Ending            Three Months Ending
                                        September 30                 September 30
                                     ------------------           ---------------------
                                     2004          2003           2004             2003
                                     ----          ----           ----             ----
<S>                                  <C>           <C>            <C>              <C>
Sales                                 100%          100%           100%             100%
Cost of Sales                          85            82             87               82
Selling, General and
   Administrative Expenses             19            18             15               14
Land Development Costs                  1             2              1                1
Net Gain on Disposal of Assets          1             1             --               --
(Loss) Income from Operations          (5)           (1)            (4)               3
Other Income                            1             1              1                1
Income Tax Benefit                     --             4             --                8
Net (Loss) Income                      (4)            3             (3)              12
</TABLE>

Our revenues were $7,078,000 in the three months ended September 30, 2004
compared to $8,018,000 in the same period of 2003. Revenues attributable to RL
were $3,649,000 and $4,881,000 for the quarters ended September 30, 2004 and
2003, respectively. The decrease in RL's sales is attributable to a softening in
customer demand for its bedliner products. BIR's revenues were $3,429,000 and
$3,137,000 for the quarters ended September 30, 2004 and 2003, respectively. The
increase in BIR's revenue from 2003 to 2004 is primarily due to additional
signage and sponsorship revenue received in 2004.

Revenues were $17,520,000 and $18,229,000 for the nine month periods ending
September 30, 2004 and 2003, respectively for the same reasons as above.
Revenues for RL were $13,161,000 and $14,207,000 for the nine month periods
ending September 30, 2004 and 2003, respectively. BIR's revenues were $4,359,000
and $4,022,000 for the same periods.

Cost of sales were $6,186,000 and $6,611,000 for the quarters ended September
30, 2004 and 2003 respectively or 87% and 82% of revenue. Cost of sales
attributable to RL were $3,151,000 and $3,630,000 for the quarters ended
September 30, 2004 and 2003 respectively or 86% and 74% of revenue. RL's cost of
sales increased as a percentage of sales due to the reduction in sales described
above and fixed manufacturing and overhead costs. Gross profit for RL was 14%
and 26% of sales for the third quarters of 2004 and 2003, respectively. Cost of
sales attributable to BIR remained consistent and were $3,035,000 and $2,981,000
for the quarters ended September 30, 2004 and 2003, respectively.

Cost of sales for the nine month periods ended September 30, 2004 and 2003 were
$14,961,000 and $14,995,000, respectively. Cost of sales attributable to RL were
$10,313,000 and $10,608,000 for the nine month periods ended September 30, 2004
and 2003, respectively or 78% and 75% of revenue for the same reasons as
described above. Cost of sales attributable to BIR for the nine month periods
ended September 30, 2004 and 2003 were $4,648,000 and $4,387,000, respectively.
The increase in BIR's cost of sales from 2003 to 2004 is primarily due to higher
costs for fuel sold at our Raceway 66 convenience store operation.

Selling, general and administrative expenses remained consistent and were
$1,092,000 and $1,090,000 for the quarters ended September 30, 2004 and 2003,
respectively, or 15% and 14% respectively, as a percentage of revenues. Selling,
general and administrative expenses attributed to RL were $841,000 and $819,000
for the quarters ended September 30, 2004 and 2003, respectively. Selling,
general and

                                       6
<PAGE>

administrative expenses for BIR were $251,000 and $271,000 for the quarters
ended September 30, 2004 and 2003 respectively.

Selling, general and administrative expenses were $3,389,000 and $3,286,000 for
the nine month periods ended September 30, 2004 and 2003, respectively or 19%
and 18% respectively, as a percentage of revenues. Selling, general and
administrative expenses attributed to RL were $2,692,000 and $2,557,000 for the
nine month periods ended September 30, 2004 and 2003, respectively. Selling,
general and administrative expenses for BIR were $697,000 and $729,000 for the
nine month periods ended September 30, 2004 and 2003, respectively.

Land development costs were $79,000 and $91,000 for the quarters ended September
30, 2004 and 2003, respectively and $249,000 and $291,000 for the nine month
periods ended September 30, 2004 and 2003, 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. The extended
agreements are for periods of four to six months. Since financing for
development of the project was not in place at September 30, 2004 these amounts
have been expensed.

There was no significant net gain (loss) on disposal of fixed assets in the
quarters ended September 30, 2004 and 2003. Net gain on disposal of assets was
$198,000 for the nine month period ended September 30, 2004 and relates to the
sale of an unused warehouse facility. We recorded a net gain of $104,000 in the
same period of 2003, principally related to the sale of unused land at our BIR
facility.

Interest expense in the third quarter of 2004 decreased by $6,000 from the third
quarter of 2003 due to the reduction of outstanding debt. Interest expense in
the nine month period ending September 30, 2004 decreased by $27,000 from the
same period in 2003 for the same reason.

Interest income was $96,000 and $97,000 for the quarters ended September 30,
2004 and 2003, respectively, and $284,000 and $292,000 for the nine month
periods ended September 30, 2004 and 2003, respectively.

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 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 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.

                                       7
<PAGE>

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

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

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

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

TRUCK ACCESSORIES SEGMENT

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

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

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.

                                       8
<PAGE>

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 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.

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.

                                       9
<PAGE>

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

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

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

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

NEW ACCOUNTING STANDARDS

In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities."
FIN 46 provides guidance on how to identify a variable interest entity ("VIE")
and determine when the assets, liabilities, noncontrolling interests, and
results of operations of a VIE are to be included in an entity's Consolidated
Financial Statements. A VIE exists when either the total equity investment at
risk is not sufficient to permit the entity to finance its activities by itself,
or the equity investors lack one of three characteristics associated with owning
a controlling financial interest. Those characteristics include the direct or
indirect ability to make decisions about an entity's activities through voting
rights or similar rights, the obligation to absorb the expected losses of an
entity if they occur, and the right to receive the expected residual returns of
the entity if they occur.

In December 2003, the FASB reissued Fin 46 ("FIN 46 (R)") with certain
modifications and clarifications. Application of this guidance was effective for
interests in certain VIE's commonly referred to as special-purpose entities
("SPEs") as of December 31, 2003. Application for all other types of entities is
required for periods ending after March 15, 2004, unless previously applied. The
provisions of FIN 46 (R) have not had an impact on our financial position or
results of operations.

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

                                       10
<PAGE>

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 Officer and the Chief Financial Officer believe that 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
significant 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.

                                       11
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On October 12, 2004 a complaint filed by UBUY Holdings, Inc. and Steven Bazsuly
against the Company and Donald J. Williamson, our majority shareholder was
dismissed. The complaint, which was originally filed on June 16, 2003 in the
Untied States District Court for the Southern District of Florida (case No.
03-61165) involved the termination of a non-binding letter of intent entered
into in the first quarter of 2000, pursuant to which the Company was to invest
in UBUY Holdings, Inc. The complaint sought damages in excess of $75,000.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits

      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

(b)   Reports on Form 8-K

      We filed the following reports on Form 8-K during the period covered by
      this report:

<TABLE>
<CAPTION>
Form 8-K
Filing Date            Description
-----------            -----------
<S>                    <C>
August 13, 2004        Press release dated August 13, 2004 announcing the Company's results for the
                       quarter ending June 30, 2004.

September 22, 2004     Press release dated September 20, 2004 announcing that buy out discussions between the
                       Company and its majority shareholder had been terminated.
</TABLE>

                                       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: November 11, 2004        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>
                                                                         September 30,           December 31,
                                                                            2004                     2003
                                                                         (unaudited)               (audited)
                                                                       ----------------        ----------------
<S>                                                                    <C>                     <C>
ASSETS

CURRENT ASSETS:
  Cash                                                                 $      1,516,328        $        482,128
  Accounts receivable:
    Trade (net of allowance for doubtful accounts and cash
    discounts of $193,000 at September 30, 2004 and $181,000
    at December 31, 2003)                                                     1,146,669                 820,873
  Note receivable - related party (Note 2)                                    4,470,996                 160,538
  Federal income taxes receivable (Note 9)                                           --               1,570,234
  Inventories (Note 3)                                                        1,800,781               1,534,779
  Other (Note 4)                                                                347,085                 532,033
                                                                       ----------------        ----------------
          Total current assets                                                9,281,859               5,100,585

PROPERTY, PLANT, AND EQUIPMENT - Net                                         10,407,722              11,673,250
  (Notes 5 and 7)

OTHER ASSETS:
  Note receivable - related party (Note 2)                                           --               4,429,654
  Other (Note 6)                                                              2,036,435               1,294,119
                                                                       ----------------        ----------------

          Total other assets                                                  2,036,435               5,723,773
                                                                       ----------------        ----------------

TOTAL ASSETS                                                           $     21,726,016        $     22,497,608
                                                                       ================        ================
</TABLE>

                                      A-2
<PAGE>

                       SPORTS RESORTS INTERNATIONAL, INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                       September 30,   December 31,
                                                          2004            2003
                                                       (unaudited)      (audited)
                                                       ------------    ------------
<S>                                                    <C>             <C>
LIABILITIES & SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt (Note 7)           $    216,623    $    256,578
  Accounts payable                                        1,284,056       1,135,813
  Accrued expenses (Note 8)                                 378,732         567,482
                                                       ------------    ------------

          Total current liabilities                       1,879,411       1,959,873

LONG-TERM DEBT (Note 7)                                     627,626         791,194

SHAREHOLDERS' EQUITY
  Common stock: 70,000,000 shares authorized
      at $0.01 par value, 48,399,771 and 48,362,953
      shares issued and outstanding at September 30,
      2004 and December 31, 2003, respectively              483,997         483,629
  Additional paid-in-capital                              5,775,068       5,656,605
  Net advances to related parties (Note 2)                 (396,292)       (396,292)
  Retained earnings                                      13,356,206      14,002,599
                                                       ------------    ------------

             Total shareholders' equity                  19,218,979      19,746,541
                                                       ------------    ------------

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY               $ 21,726,016    $ 22,497,608
                                                       ============    ============
</TABLE>

                                      A-3
<PAGE>

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

<TABLE>
<CAPTION>
                                     Nine Months Ending            Three Months Ending
                                        September 30                   September 30
                                ----------------------------    --------------------------
                                    2004            2003           2004            2003
                                ------------    ------------    -----------    -----------

<S>                             <C>             <C>             <C>            <C>
SALES                           $ 17,520,302    $ 18,229,191    $ 7,078,487    $ 8,018,170

COST OF SALES                     14,960,830      14,995,131      6,185,515      6,610,950
                                ------------    ------------    -----------    -----------

GROSS PROFIT                       2,559,472       3,234,060        892,972      1,407,220

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES          3,388,972       3,286,457      1,092,463      1,089,653

LAND DEVELOPMENT
   COSTS (Note 5)                    248,842         290,512         79,069         90,920

NET GAIN (LOSS) ON DISPOSAL
  OF ASSETS (Note 5)                 198,282         104,296            (51)         6,315
                                ------------    ------------    -----------    -----------

(LOSS) INCOME FROM OPERATIONS       (880,060)       (238,613)      (278,611)       232,962

OTHER INCOME (EXPENSE):
  Interest expense                   (51,322)        (77,940)       (18,810)       (24,887)
  Interest income                    284,416         291,655         96,396         96,992
  Other                                  573           3,567          1,256            477
                                ------------    ------------    -----------    -----------

    Other income, net                233,667         217,282         78,842         72,582
                                ------------    ------------    -----------    -----------

(LOSS) INCOME BEFORE INCOME
  TAX BENEFIT                       (646,393)        (21,331)      (199,769)       305,544

INCOME TAX BENEFIT (Note 9)               --         638,223             --        638,223
                                ------------    ------------    -----------    -----------

NET (LOSS) INCOME               $   (646,393)   $    616,892    $  (199,769)   $   943,767
                                ============    ============    ===========    ===========
</TABLE>

                                                                       Continued

                                      A-4
<PAGE>

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

<TABLE>
<CAPTION>
                                        Nine Months Ending        Three Months Ending
                                          September 30               September 30
                                     -----------------------   ------------------------
                                        2004          2003        2004          2003
                                     ----------   ----------   ----------   -----------
<S>                                  <C>          <C>          <C>          <C>
BASIC AND DILUTED
   (LOSS) EARNINGS PER SHARE
   (Note 10)

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

WEIGHTED AVERAGE COMMON SHARES

   Basic                             48,385,802   48,362,953   48,399,771    48,362,953
   Effect of dilutive securities:
     Common share equivalents,
       common shares issuable upon
       exercise of outstanding
       stock options                         --       88,479           --        70,395
                                     ----------   ----------   ----------   -----------

   Diluted                           48,385,802   48,451,432   48,399,771    48,433,348
                                     ==========   ==========   ==========    ==========
</TABLE>

                                                                       Concluded

                                      A-5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                           Nine Months Ending
                                                                              September 30
                                                                        --------------------------
                                                                           2004            2003
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net (loss) income                                                   $  (646,393)   $   616,892
    Adjustments to reconcile net loss to net cash
         provided by operating activities:
         Depreciation and amortization                                    1,324,652      1,515,557
         Gain on disposal of property and equipment                        (198,282)      (104,296)
         Changes in assets and liabilities that provided (used) cash:
           Accounts receivable                                             (325,796)      (288,626)
           Income taxes receivable/payable                                1,570,234       (639,242)
           Inventories                                                     (266,002)       169,141
           Other                                                            194,522        645,127
           Accounts payable                                                 148,243       (866,361)
           Accrued expenses                                                (188,750)      (349,042)
                                                                        -----------    -----------

Net cash provided by operating activities                                 1,612,428        699,150
                                                                        -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

    Capital expenditures                                                   (289,348)    (1,246,161)
    Purchase of land held for development                                  (751,890)            --
    Proceeds from disposal of property and equipment                        428,506        119,958
    Payments received on notes receivable-related party                     119,196        153,557
                                                                        -----------    -----------

Net cash used in investing activities                                      (493,536)      (972,646)
                                                                        -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

    Proceeds from borrowings                                                     --        535,621
    Principal payments on long-term debt                                   (203,523)      (231,602)
    Principal payments on obligations under capital leases                       --       (407,326)
    Proceeds from exercise of stock options                                 118,831        711,155
                                                                        -----------    -----------

Net cash (used in) provided by financing activities                         (84,692)       607,848
                                                                        -----------    -----------

INCREASE IN CASH                                                          1,034,200        334,352

CASH, BEGINNING OF PERIOD                                                   482,128        692,138
                                                                        -----------    -----------

CASH, END OF PERIOD                                                     $ 1,516,328    $ 1,026,490
                                                                        ===========    ===========
</TABLE>

                                                                       Continued

                                      A-6
<PAGE>

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

<TABLE>
<CAPTION>
                                                                            Nine Months Ending
                                                                               September 30
                                                                        --------------------------
                                                                           2004           2003
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

   Cash paid during the period for interest                             $    52,303    $    76,773
                                                                        -----------    -----------

   Cash paid during the period for taxes                                $        --    $        --
                                                                        ===========    ===========
</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 2003 Annual Report on Form 10-K, filed with the
       Securities and Exchange Commission on March 25, 2004. A summary of
       critical accounting policies is presented beginning on page 10 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 2004.

       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 January 2003, the Financial Accounting Standards Board ("FASB") issued
       FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable
       Interest Entities." FIN 46 provides guidance on how to identify a
       variable interest entity ("VIE") and determine when the assets,
       liabilities, noncontrolling interests, and results of operations of a VIE
       are to be included in an entity's Consolidated Financial Statements. A
       VIE exists when either the total equity investment at risk is not
       sufficient to permit the entity to finance its activities by itself, or
       the equity investors lack one of three characteristics associated with
       owning a controlling financial interest. Those characteristics include
       the direct or indirect ability to make decisions about an entity's
       activities through voting rights or similar rights, the obligation to
       absorb the expected losses of an entity if they occur, and the right to
       receive the expected residual returns of the entity if they occur.

       In December 2003, the FASB reissued Fin 46 ("FIN46 (R)") with certain
       modifications and clarifications. Application of this guidance was
       effective for interests in certain VIE's commonly referred to as
       special-purpose entities ("SPEs") as of December 31, 2003. Application
       for all other types of entities is required for periods ending after
       March 15, 2004,

                                      A-8
<PAGE>

       unless previously applied. The provisions of FIN 46 (R) have not had an
       impact on the Company's financial position or results of operations.

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 majority
       shareholder, of $5,200,000 was established. The note requires monthly
       payments of $43,496, including interest at 8.0%, through February 2005,
       at which time the unpaid balance is due. The note is being paid in
       accordance with terms and is secured by a subordinated mortgage and
       personal guarantee.

       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
       September 30, 2004 and December 31, 2003 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 to or on behalf of affiliated entities
       effective September 30, 2002.

Note 3 INVENTORIES

       Inventories are summarized as follows:

<TABLE>
<CAPTION>
                   September 30,  December 31,
                       2004           2003
                    (unaudited)    (audited)
                   -------------  ------------
<S>                <C>            <C>
Finished products  $   1,018,534  $  1,030,140
Raw materials            717,571       451,280
Other                     64,676        53,359
                   -------------  ------------

Total              $   1,800,781  $  1,534,779
                   =============  ============
</TABLE>

                                      A-9
<PAGE>

Note 4 OTHER ASSETS, CURRENT

        Other assets, current is summarized as follows:

<TABLE>
<CAPTION>
                                   September 30,         December 31,
                                       2004                 2003
                                    (unaudited)           (audited)
                                   -------------         ------------
<S>                                <C>                   <C>
Prepaid sanction fees              $          --         $    250,000
Other prepaid expenses                   347,085              282,033
                                   -------------         ------------

Total                              $     347,085         $    532,033
                                   =============         ============
</TABLE>

Note 5 PROPERTY, PLANT AND EQUIPMENT

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

<TABLE>
<CAPTION>
                                       September 30,   December 31,
                                           2004            2003
                                        (unaudited)      (audited)
                                       ------------    ------------
<S>                                    <C>             <C>
Land and improvements                  $  3,757,629    $  3,760,857
Track                                     1,560,300       1,560,300
Buildings                                 2,928,442       3,278,442
Condominium units                           466,000         466,000
Leasehold improvements                      324,525         319,899
Bleachers & fencing                       1,656,266       1,656,266
Equipment                                 7,468,566       7,451,805
Transportation equipment                  2,028,204       2,078,672
Furniture & fixtures                        704,536         695,372
Tooling                                   4,244,596       3,985,798
                                       ------------    ------------

       Total                             25,139,064      25,253,411
       Less accumulated depreciation    (14,731,342)    (13,580,161)
                                       ------------    ------------

Net property, plant and equipment      $ 10,407,722    $ 11,673,250
                                       ============    ============
</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.




                                      A-10
<PAGE>

Note 6 OTHER ASSETS, LONG-TERM

        Other assets, long-term is summarized as follows:

<TABLE>
<CAPTION>
                            September 30,  December 31,
                                2004           2003
                            (unaudited)      (audited)
                            -------------  -------------
<S>                         <C>            <C>
Rental property             $      75,000  $      75,000
Land held for development       1,889,350      1,137,460
Land contract receivable           67,885         77,458
Other                               4,200          4,201
                            -------------  -------------
Total                       $   2,036,435  $   1,294,119
                            =============  =============
</TABLE>

       During the first nine months of 2004 and 2003, the Company made
       non-refundable deposits and extended various agreements to purchase land
       in Mount Morris Township, Michigan in connection with a proposed plan to
       develop a sports and entertainment complex. The extended agreements are
       for additional periods of four to six months. Since financing for
       development of the project was not in place at September 30, 2004, these
       deposits have been expensed and included in land development costs.

       In the third quarter of 2004 the Company purchased approximately 40 acres
       of land in Mount Morris Township which had been under agreement to
       purchase for $752,000. Land owned which is part of the Company's proposed
       sports and entertainment complex is included in land held for
       development.

Note 7 LONG TERM DEBT

       Long-term obligations consist of the following:

<TABLE>
<CAPTION>
                                                                              September 30,      December 31,
                                                                                  2004               2003
                                                                               (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 7.25% and 6.5% at
   September 30, 2004 and December 31, 2003, respectively) through
   October 2008; secured by a mortgage on related property                     $   420,323        $   485,770
Mortgage payable to a bank, interest at prime plus 2%, with a floor
   of 8.0% (effective rate of 8.0% at December 31, 2003) annual principal
   payments of $50,000 plus interest due quarterly, through September
   2004; secured by underlying property (Paid in full in August 2004)                   --             50,000

Term loans payable to finance companies, monthly installments
   include interest approximating 8.0% through November 2007,
   collateralized by the related transportation equipment                          423,926            512,002
                                                                               -----------        -----------
            Total                                                                  844,249          1,047,772
Less current portion                                                              (216,623)          (256,578)
                                                                               -----------        -----------

Long-term                                                                      $   627,626        $   791,194
                                                                               ===========        ===========
</TABLE>

                                      A-11
<PAGE>

Note 8 ACCRUED EXPENSES

       Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                      September 30,  December 31,
                                          2004           2003
                                      (unaudited)     (audited)
                                      ------------   -----------
<S>                                   <C>            <C>
Accrued settlements                    $      --      $  78,329
Accrued interest                           2,406          3,387
Royalties                                     --        151,053
Professional fees                        110,315        180,000
Advance ticket sales/deferred revenue     12,590             --
Payroll and taxes                         92,456         87,225
Other                                    160,965         67,488
                                       ---------      ---------

Total                                  $ 378,732      $ 567,482
                                       =========      =========
</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.

       On March 9, 2002, the Job Creation and Worker Assistance Act of 2002 (the
       "Act") was enacted which extends the carryback period for net operating
       losses from two years to five years. Based on this new legislation, the
       Company carried back net operating losses for which there was a valuation
       allowance. In addition, the Company realized the tax benefit of certain
       deferred taxes for which there was a valuation allowance. In 2003 the
       Company performed a cost segregation study. A cost segregation study
       reclassifies assets originally classified as real property into other
       more appropriate asset categories which allow for shorter, more
       accelerated methods of depreciation as allowed by the Internal Revenue
       Service. Accordingly, the Company was able to accelerate its depreciation
       deduction for Federal income tax reporting purposes and increase the
       carry back allowed under the Act in connection with the completion of its
       2002 consolidated Federal income tax return. As a result, the valuation
       reserve on deferred tax assets was reduced by $1,098,800 during year
       ending December 31, 2003. In connection with the passage of this
       legislation and the performance of the cost segregation study, the
       Company amended certain of its prior year returns. The Company received a
       refund of $1,570,234 in the second quarter of 2004 from its amended
       returns.

Note 10 (LOSS) EARNINGS PER SHARE

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

                                      A-12
<PAGE>

Note 11 STOCK OPTIONS

       The Company has stock-based employee compensation plans, which are
       described more fully in Note 13 in the Company's 2003 Annual Report. The
       Company accounts for stock-based compensation consistent with SFAS No.
       123, "Accounting for Stock-Based Compensation", and, as permitted by this
       standard, will continue to apply 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 following
       illustrates the effect on net income (loss) and earnings (loss) per share
       if the Company applied the fair value recognition provisions of SFAS 123:

<TABLE>
<CAPTION>
                                                  Nine Months Ending                 Three Months Ending
                                                     September 30                       September 30
                                                     (unaudited)                         (unaudited)
                                          ----------------------------------    -----------------------------
                                                2004               2003             2004             2003
                                          --------------      --------------    -------------     -----------
<S>                                       <C>                 <C>               <C>               <C>
Net (loss) income as reported             $     (646,393)     $      616,892    $    (199,769)    $   943,767
Deduct:  Total stock-based employee
compensation expense determined
under fair value based method for all
awards, net of tax                                    --              (9,014)              --              --
                                          --------------      --------------    -------------     -----------

Pro forma net (loss) income               $     (646,393)     $      607,878    $    (199,769)    $   943,767
                                          ==============      ==============    =============     ===========

Basic and diluted (loss) income
   per share:
   As reported                            $        (0.01)     $         0.01    $       (0.00)    $      0.02
   Pro forma                              $        (0.01)     $         0.01    $       (0.00)    $      0.02
</TABLE>

       No options were granted 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.

                                      A-13
<PAGE>

           Financial information segregated by reportable product segment is as
follows:

<TABLE>
<CAPTION>
                                    Nine Months Ending             Three Months Ending
                                        September 30                  September 30
                                        (unaudited)                   (unaudited)
                                ----------------------------    --------------------------
                                    2004           2003            2004           2003
                                ------------    ------------    -----------    -----------
<S>                             <C>             <C>             <C>            <C>
Sales:
          Truck Accessories     $ 13,161,088    $ 14,206,913    $ 3,649,095    $ 4,880,927
          Raceway                  4,359,214       4,022,278      3,429,392      3,137,243
                                ------------    ------------    -----------    -----------

          Total                 $ 17,520,302    $ 18,229,191    $ 7,078,487    $ 8,018,170
                                ============    ============    ===========    ===========

(Loss) Income from Operations
          Truck Accessories     $     99,260    $    772,694    $  (421,404)   $   341,992
          Raceway                   (979,320)     (1,011,307)       142,793       (109,030)
                                ------------    ------------    -----------    -----------

          Total                 $   (880,060)   $   (238,613)   $  (278,611)   $   232,962
                                ============    ============    ===========    ===========
</TABLE>

                                      A-14
<PAGE>

                                 EXHIBIT INDEX
                                  DESCRIPTION

EXHIBIT NO.

      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