<PAGE>   1
================================================================================

                       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, 2001

[ ]    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.
                  (Formerly The Colonel's 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
                           -------               -------


Number of shares of the registrant's Common Stock, $0.01 par value, outstanding
as of July 11, 2001: 24,177,805

================================================================================

<PAGE>   2
                                     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,
relationship 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.

BACKGROUND

We are a Michigan corporation and a holding company with two active wholly owned
subsidiaries. We have no independent operations of our own, however, we provide
various administrative functions for our operating subsidiaries. The Colonel's
Truck Accessories, Inc. ("CTA"), and The Colonel's Brainerd International
Raceway, Inc. (formerly named Brainerd International Raceway, Inc.) ("CBIR") are
our two operating subsidiaries. Our subsidiaries operate in two segments, truck
accessories and sports and entertainment.

THE COLONEL'S TRUCK ACCESSORIES, INC. CTA 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. CTA manufactures approximately 90
different bedliners.


                                      -2-
<PAGE>   3

THE COLONEL'S BRAINERD INTERNATIONAL RACEWAY, INC. CBIR operates a motor sports
facility located approximately six miles northwest of Brainerd, Minnesota.
Substantially all of CBIR's revenues are obtained from motor sports racing
events at the racetrack. CBIR schedules racing and other events held at the
racetrack during weekends in May through September of each year.

NAME CHANGE/DEVELOPMENT OF SPORTS AND ENTERTAINMENT COMPLEX. Effective March 8,
2001 we began doing business under the assumed name of Sports Resorts
International, Inc. On March 12, 2001, we changed our ticker symbol on the
Nasdaq Small-Cap Market from "COLO" to "SPRI". We received written consent from
a majority of our shareholders and legally changed our name on April 16, 2001.
We changed our name to reflect the increasing prominence of the sports and
leisure segment of our business.

We are proposing 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. The Complex would include a coliseum, domed stadium,
hotel, theme restaurant, and a combined gas station, convenience and souvenir
store, and would have 130 acres of parking.

LIQUIDITY AND CAPITAL RESOURCES

Our consolidated current assets decreased from $8,472,000 at December 31, 2000
to $8,460,000 at June 30, 2001. This decrease primarily related to a $241,000
decrease in inventory and a $840,000 decrease in cash offset by a $392,000
increase in trade accounts receivable a $217,000 increase in related party
accounts receivable and a $474,000 increase in other current assets. Our
consolidated current liabilities increased from $3,938,000 at December 31, 2000
to $4,161,000 at June 30, 2001. This increase primarily relates to a $465,000
decrease in accounts payable, offset by an increase in accrued expenses of
$653,000.

Cash decreased by $840,000 from the year end 2000 to June 30, 2001 primarily due
to capital expenditures of $672,000 and debt repayments of $513,000.

Accounts receivable-trade increased by approximately $392,000 from $784,000 as
of December 31, 2000 to $1,177,000 at June 30, 2001, due to normal increased
sales activity associated with the first six months of 2001, as compared to the
fourth quarter of 2000.

During 2000 and the first six months of 2001, we paid certain expenses on behalf
of affiliated entities. The amount to be reimbursed at June 30, 2001 was
$1,055,000.

A Federal income tax receivable of $1,029,000 was recorded in 2000 and relates
to net operating losses eligible for carryback to 1998.

Note receivable - related party at June 30, 2001 is comprised of a note, which
is secured by a mortgage and personal guarantee from the majority shareholder
and requires monthly principal and interest payments.

Inventories decreased by approximately $241,000 between December 31, 2000 and
June 30, 2001, from $1,796,000 to $1,555,000 primarily as a result of normal
increased sales activity associated with operations associated with the first
six months of the year, as compared to sales in the fourth quarter of 2000.

Assets held for sale of $524,000 at June 30, 2001 and December 31, 2000 are
comprised of a six-unit condominium townhouse at CBIR's facility in Brainerd
Minnesota.


                                      -3-
<PAGE>   4

Other assets-current increased $474,000, from $788,000 at December 31, 2000 to
$1,262,000 at June 30, 2001, primarily due to the advance payment of $586,000 in
sanction fees for events to be held at CBIR in the third quarter of 2001, offset
by amounts received relative to the sale of miscellaneous non-productive assets
recorded at December 31, 2000.

Net property, plant and equipment decreased by approximately $328,000 from
$12,087,000 at December 31, 2000 to $11,759,000 at June 30, 2001 due to fixed
asset additions of $672,000 offset by depreciation for the period of $994,000.
Leasehold improvements, furniture and fixtures, molds, tooling and the
construction of a twelve-unit condominium townhouse at CBIR comprised additions
during the period.

Goodwill decreased by approximately $194,000 from $1,518,000 at December 31,
2000 to $1,324,000 at June 30, 2001 as a result of normal amortization expense
over a seven-year period.

Other assets-long term increased $76,000 from $1,807,000 at December 31, 2000 to
$1,883,000 at June 30, 2001 primarily as a result of payments made for option
agreements on the purchase of land to develop the Complex.

LIABILITIES AND EQUITY

Accounts payable decreased by approximately $465,000 from $1,526,000 at December
31, 2000 to $1,061,000 at June 30, 2001 due to available cash to pay amounts
owed.

Accrued expenses increased by $653,000 from $1,217, 000 at December 31, 2000 to
$1,870,000 at June 30, 2001, primarily due to advance ticket sales of $805,000
at CBIR, offset by a decrease in other accrued expenses of $152,000.

OUTSTANDING LOANS

CBIR entered into a term loan in August 1999 in the amount of $403,000. This
loan is secured by a permanent grandstand addition and requires annual principal
payments of $100,675, plus 9% interest, through 2003. CBIR also has a term loan
of $200,000, which is secured by property. The loan requires quarterly interest
payments at 2% above the prime rate and a single principal payment of $50,000
per year through 2004.

In 1995, we leased $2,689,000 of equipment under a six-year equipment lease
agreement that includes an option to purchase the equipment for $1.00 upon
expiration of the lease term. The payment amounts under the lease represent
principal payments, with interest at rates between 7.5 and 8.75 percent. In
1996, we leased additional equipment in the amount of $3,744,000 structured in
the same manner as noted above.

We believe that we will be able to satisfy our ongoing cash requirements for the
next 12 months and thereafter with available cash, cash flows from operations
and the collection of notes receivable outstanding from the majority shareholder
and related entities, supplemented by borrowing arrangements or additional
public capital that will be necessary to fund the development of the proposed
sports and entertainment Complex.

RESULTS OF OPERATIONS

Our revenues were $4,011,000 in the three months ended June 30, 2001, compared
to $5,602,000 in the same period of 2000. The $1,591,000 decrease in 2001 was
primarily due to the sale of our retail store


                                      -4-
<PAGE>   5

operations in 1999 and 2000. Revenue from retail store operations was $2,077,000
in the second quarter of 2000. CBIR traditionally has little revenue during the
first two quarters, as the racing season doesn't begin until May each year.
Revenues were $7,641,000 and $12,157,000 for the six month periods ending
June 30, 2001 and 2000, respectively for the same reasons. Revenue from retail
store operations was $4,735,000 for the six month period ending June 30, 2000.

Cost of sales were $3,164,000 and $5,282,000 for the quarters ended June 30,
2001 and 2000 respectively or 79% and 94% as a percentage of revenue. The
decrease in cost of sales is primarily attributable to the sale of retail store
operations and the consolidation of the bedliner manufacturing operations of our
former subsidiary, The Colonel's Rugged Liner, Inc. ("CRL") with CTA's Owosso,
Michigan facility during 2000. Cost of sales were $6,103,000 and $10,958,000 for
the six month periods ending June 30, 2001 and 2000 respectively or 80% and 90%
as a percentage of revenues for the same reasons.

Selling, general and administrative expenses were $1,058,000 and $1,553,000 for
the quarters ended June 30, 2001 and 2000, respectively, or as a percentage of
revenues, 26% and 28%, respectively. The overall decrease in expense is
primarily due to the sale of retail store operations. Additionally, we
consolidated most of our administrative functions into our Owosso, Michigan
facility in 2000. Selling, general and administrative expenses were $2,196,000
and $3,506,000 for the six month periods ending June 30, 2001 and 2000
respectively or as a percentage of revenues 29% for both periods for the same
reasons.

Interest expense in the second quarter of 2001 decreased by $442,000 from the
second quarter of 2000 primarily due to interest and penalties of $417,000 in
2000 associated with the late payment of the Company's 1998 Federal income taxes
and the reduction of outstanding debt. Interest expense in the six month period
ending June 30, 2001 decreased by $470,000 from the same period in 2000 for the
same reasons.

Interest income in the second quarter of 2001 increased by $5,000 from the
second quarter of 2000 primarily due to excess cash available for investment
purposes and interest earned on note receivable related party. Interest income
in the six month period ending June 30, 2001 increased by $67,000 from the same
period in 2000 for the same reasons.

We ceased leasing portions of our Tecumseh, Michigan facility due to its sale in
the second quarter of 2000. Net rental income was $37,000 and $25,000 for the
quarters ended June 30, 2001 and 2000 respectively, and $61,000 and $145,000 for
the six month periods ending June 30, 2001 and 2000 respectively.

RISK FACTORS

INTEREST RATE CHANGES

Other than the term loans described above, and the other items described in Note
6 to the consolidated financial statements included in Appendix A, we currently
have no borrowings outstanding. If 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. If this rate changes there could be an adverse effect on the
Company's cash flow and profits.

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

Donald and Patsy Williamson own approximately 97.3% of our issued and
outstanding shares of common stock. Accordingly, Donald and Patsy Williamson are
able to control the election of directors and all


                                      -5-
<PAGE>   6

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.

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

In order to be successful, our raceway operations need 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 good
relationship with the NHRA, the current term of our sanctioning agreement ends
on December 31, 2002. In the event the sanctioning agreement is not extended, it
is likely that our results of operations would be adversely affected.

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.

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.

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 Mt. Morris, Michigan. We are currently evaluating various financing
alternatives, which may include the issuance of either debt or equity to fund
the development costs of this complex. When additional capital is needed, there
is no assurance that it can be obtained on terms acceptable to us. If we cannot
obtain sufficient capital to develop the complex we may not be able to implement
our business plan.


                                      -6-
<PAGE>   7

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.

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 only 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.

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. While product quality is an
important factor, price is also very important to our customers. We attempt to
manufacture a high quality product which is cost competitive. We have faced and
will continue to face additional competition from new entrants into our markets.
We cannot be certain that we will be able to compete successfully with existing
or new competitors.

THE OPERATIONS OF 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
September. 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 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
petroleum 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
petroleum prices increase, we may be unable to pass the increased raw material
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.


                                      -7-
<PAGE>   8
EFFECTS OF INFLATION

We believe that the relatively moderate inflation rate over the last decade has
not had a significant impact on our operations. We do not expect inflation to
have any near-term material effect on the sales of our products, although there
can be no assurance that such an effect will not occur in the future.

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 PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard ("SFAS") No. 141 "Business Combinations". SFAS
No. 141 standardizes the accounting for business combinations by requiring that
all business combinations be accounted for by using the purchase method and
modifies the recognition criteria for identification of intangible assets
acquired in a business combination. This statement is effective for all business
combinations initiated after June 30, 2001.

In July 2001, the FASB also issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses financial accounting and reporting for acquired
goodwill and other intangibles. SFAS No. 142 requires testing of goodwill
annually for impairment and requires that goodwill and other intangibles with
infinite lives not be amortized as required by previous guidance. The Company's
annual goodwill amortization is approximately $388,000. This statement is
required to be adopted by the Company on January 1, 2002.

Management has not assessed the impact of these accounting pronouncements on the
Company's financial position and results of operations.

SEGMENT REPORTING

For a discussion of the Company's business segments, see Note 13 to the
consolidated financial statements included in Appendix A.

DISGORGEMENT OF TRADING PROFITS

During the quarter ending June 30, 2001, the Company became aware that one of
its officers, William Singleterry, had engaged in trading in the stock of the
Company that was not in compliance with Section 16 of the Securities Exchange
Act of 1934. As a result, the Company has sought and has received the
disgorgement of any profits that Mr. Singleterry received as result of his
improper trading. During the quarter ending June 30, 2001, Mr. Singleterry paid
the Company $208,126 which was credited to paid in capital. In July 2001, Mr.
Singleterry paid the Company an additional $16,926, satisfying this matter in
its entirety.

RECENT DEVELOPMENTS

On July 9, 2001, the Board of Directors of the Company declared a 2 for 1 stock
split payable to shareholders of record on August 9, 2001. In order to
effectuate the stock split, the Company has obtained the consent of the majority


                                      -8-
<PAGE>   9
shareholders to amend the Company's articles of incorporation to increase the
number of authorized shares of common stock from 35,000,000 to 70,000,000.
Supplemental information after giving effect for the stock split is included in
the consolidated statements of operations included in Appendix A.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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


                                      -9-
<PAGE>   10
                                     PART II
                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

In previous filings, the Company has disclosed that as a result of the crash of
an airplane owned by the Company in August 2000, claims have been made against
the Company. Recently, a claim involving the estate of one of the pilots was
successfully settled. A second claim, filed March 12, 2001, is currently in
litigation. The claimant in the second claim is seeking $10 million in damages
against the Company. A third claim of an undisclosed amount has been made by
the estate of another crewmember and is also in litigation. In addition to the
above claims, there exists the potential of at least one or more additional
claims against the Company. In the opinion of Company management and outside
legal counsel, who have conducted a thorough review of case settlements and
verdicts in the State of Michigan, it is expected that all claims concerning
the crash cumulatively should fall within the $25 million per occurrence
coverage limits under the Company's insurance policy. However, there can be no
assurance that the Company's insurance will be adequate to satisfy all the
claims concerning the crash.

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

None

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

(a) Exhibits

None

(b) Reports on Form 8-K

None



                                      -10-
<PAGE>   11
                                   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 2, 2001     By:   /s/ Gregory T. Strzynski
                               -------------------------------------------------
                                Gregory T. Strzynski
                                Chief Financial Officer
                                (Duly Authorized Officer and Principal Financial
                                 and Financial Officer of the Registrant)



                                      -11-
<PAGE>   12

                                   APPENDIX A
























                                      A-1
<PAGE>   13
                       SPORTS RESORTS INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                         June 30,              December 31,
                                                                           2001                    2000
                                                                       (unaudited)              (audited)
                                                                       ------------             ---------
<S>                                                                   <C>                    <C>
ASSETS

CURRENT ASSETS:
  Cash                                                                  $ 1,726,327            $ 2,566,036
  Accounts receivable:
     Trade (net of allowance for doubtful accounts of $297,000
     at June 30, 2001 and December 31, 2000)                              1,176,866                784,501
     Related party (Note 2)                                               1,054,925                837,767
  Note receivable - related party (Note 2)                                  131,525                146,486
  Federal income taxes receivable (Note 9)                                1,028,564              1,028,564
  Inventories (Note 3)                                                    1,554,950              1,796,335
  Assets held for sale (Note 4)                                             524,259                524,259
  Other                                                                   1,262,172                788,484
                                                                        -----------            -----------

          Total current assets                                            8,459,588              8,472,432

PROPERTY, PLANT, AND EQUIPMENT - Net                                     11,758,912             12,086,938
  (Notes 5 and 6)

OTHER ASSETS:
  Note receivable - related party (Note 2)                                4,808,228              4,875,301
  Goodwill (Net of accumulated amortization of $1,626,000
     and $1,432,000 at June 30, 2001, and
     December 31, 2000, respectively)                                     1,324,424              1,517,937
  Other                                                                   1,883,408              1,806,601
                                                                        -----------            -----------

          Total other assets                                              8,016,060              8,199,839

TOTAL ASSETS                                                            $28,234,560            $28,759,209
                                                                        ===========            ===========
</TABLE>



                                      A-2
<PAGE>   14
                       SPORTS RESORTS INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                      June 30,                  December 31,
                                                                        2001                        2000
                                                                     (unaudited)                 (audited)
                                                                    -------------               -----------
<S>                                                                 <C>                       <C>
LIABILITIES & SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt (Note 6)                          $ 1,230,374               $ 1,194,814
  Accounts payable                                                      1,061,139                 1,525,661
  Accrued expenses (Note 7)                                             1,869,750                 1,217,213
                                                                      -----------               -----------

          Total current liabilities                                     4,161,263                 3,937,688

LONG-TERM DEBT (Note 6)                                                 1,329,861                 1,878,785

LONG-TERM PORTION OF DEFERRED
   COMPENSATION                                                            36,400                    62,400

SHAREHOLDERS' EQUITY
  Common stock: 35,000,000 shares authorized
      at $0.01 par value, 24,177,805 shares issued
      and outstanding at June 30, 2001
      and December 31, 2000                                               241,778                   241,778
  Additional paid-in-capital                                            5,790,465                 5,582,339
  Retained earnings                                                    16,674,793                17,056,219
                                                                      -----------               -----------

             Total shareholders' equity                                22,707,036                22,880,336
                                                                      -----------               -----------

TOTAL LIABILITIES & SHAREHOLDERS'
  EQUITY                                                              $28,234,560               $28,759,209
                                                                      ===========               ===========
</TABLE>


                                      A-3
<PAGE>   15

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

<TABLE>
<CAPTION>

                                                    Six Months Ending                     Three Months Ending
                                                         June 30                                June 30
                                               -----------------------------         -----------------------------
                                                  2001            2000                  2001             2000
                                               ------------     ------------         ------------     ------------
<S>                                          <C>              <C>                  <C>              <C>
SALES                                          $  7,641,321     $ 12,157,130         $  4,011,425     $  5,602,246

COST OF SALES                                     6,102,745       10,958,090            3,163,529        5,282,393
                                               ------------     ------------         ------------     ------------

GROSS PROFIT                                      1,538,576        1,199,040              847,896          319,853

SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES                       2,196,345        3,506,074            1,058,416        1,553,403

NET GAIN (LOSS) ON DISPOSAL
    OF ASSETS                                        12,435           47,950                  208           (1,910)
                                               ------------     ------------         ------------     ------------

LOSS FROM OPERATIONS                               (645,334)      (2,259,084)            (210,312)      (1,235,460)

OTHER INCOME(EXPENSE):
    Interest expense                               (122,001)        (591,877)             (58,881)        (500,683)
    Interest income                                 318,619          252,116              220,851          215,898
    Net rental income                                61,139          144,890               36,837           25,092
    Other                                             6.151           35,848                3,744            2,825
                                               ------------     ------------         ------------     ------------

    Other income (expense) net                      263,908         (159,023)             202,551         (256,868)

LOSS BEFORE INCOME
    TAX BENEFIT                                    (381,426)      (2,418,107)              (7,761)      (1,492,328)

INCOME TAX BENEFIT (Note 9)                              --          771,437                   --          512,219
                                               ------------     ------------         ------------     ------------

NET LOSS                                       $   (381,426)    $ (1,646,670)        $     (7,761)    $   (980,109)
                                               ============     ============         ============     ============

BASIC AND DILUTED
    LOSS PER SHARE (Note 11)                   $      (0.02)    $      (0.07)        $      (0.00)    $      (0.04)
                                               ============     ============         ============     ============

WEIGHTED AVERAGE
    COMMON SHARES                                24,177,805       24,462,196           24,177,805       24,406,066
                                               ============     ============         ============     ============

SUPPLEMENTAL INFORMATION AFTER
 GIVING EFFECT FOR
  STOCK SPLIT (Note 11):

BASIC AND DILUTED
    LOSS PER SHARE                             $      (0.01)    $      (0.03)        $      (0.00)    $      (0.02)
                                               ============     ============         ============     ============

WEIGHTED AVERAGE
    COMMON SHARES                                48,355,610       48,924,392           48,355,610       48,812,132
                                               ============     ============         ============     ============
</TABLE>



                                      A-4
<PAGE>   16
                       SPORTS RESORTS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                         Six Months Ending
                                                                                              June 30
                                                                                  -------------------------------
                                                                                       2001              2000
                                                                                  -------------------------------
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                      $  (381,426)       $(1,646,670)
    Adjustments to reconcile net loss to net cash
         provided by (used in) operating activities:
         Depreciation and amortization                                              1,188,188          1,386,870
         Deferred tax provision                                                            --           (680,816)
         Gain on sale of property and equipment                                       (12,435)           (47,950)
         Changes in assets and liabilities that (used) provided cash:
           Accounts receivable                                                       (609,523)           226,499
           Inventories                                                                241,385          1,992,270
           Other                                                                     (576,495)          (297,355)
           Accounts payable                                                          (464,522)        (1,459,620)
           Accrued expenses                                                           652,537          1,056,324
           Income taxes payable                                                            --         (2,826,019)
                                                                                  -----------        -----------

Net cash provided by (used in) operating activities                                    37,709         (2,269,467)
                                                                                  -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures and construction of assets held for sale                    (671,705)          (961,690)
    Proceeds from disposal of property and equipment                                   17,491            464,940
    Proceeds from sale of business, net of cash sold                                       --            994,264
    Proceeds from sale of Rugged Liner assets                                              --            361,700
    Payments received on notes receivable-related party                                82,034          1,458,185
                                                                                  -----------        -----------

Net cash (used in)  provided by investing activities                                 (572,180)         2,317,399
                                                                                  -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments on long-term debt                                               (6,375)           (15,854)
    Principal payments on obligations under capital leases                           (506,989)          (465,170)
    Disgorgement of trading profits (Note 8)                                          208,126                 --
                                                                                  -----------        -----------

Net cash (used in) financing activities                                              (305,238)          (481,024)
                                                                                  -----------        -----------

NET (DECREASE) IN CASH                                                               (839,709)          (460,092)
                                                                                  -----------        -----------

CASH, BEGINNING OF PERIOD                                                           2,566,036          1,069,338
                                                                                  -----------        -----------

CASH, END OF PERIOD                                                               $ 1,726,327        $   609,246
                                                                                  ===========        ===========
</TABLE>

                                                                       Continued


                                      A-5
<PAGE>   17
                       SPORTS RESORTS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                     Six Months Ending
                                                                                           June 30
                                                                              -------------------------------
                                                                                   2001              2000
                                                                              -------------     -------------
<S>                                                                         <C>               <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
   Cash paid during the period for interest                                   $     105,964     $     166,738
                                                                              =============     =============

   Cash paid during the period for taxes                                      $          --     $   2,750,000
                                                                              =============     =============

SUPPLEMENTAL SCHEDULE OF NONCASH
   FINANCING ACTIVITIES:

Sale of Rugged Liner assets, net of cash received (Note 10)
   Property, plant and equipment                                                                $     459,399
   Accrued expenses                                                                                  (392,621)
   Goodwill                                                                                           586,218
   Inventory                                                                                        1,257,590
   Trade accounts receivable                                                                          167,813
   Deferred tax assets                                                                                568,052
   Common stock redeemed                                                                               (3,405)
   Paid in capital                                                                                 (2,325,997)
   Other                                                                                               44,651
                                                                                                -------------
       Net cash proceeds from sale                                                              $     361,700
                                                                                                =============
</TABLE>

                                                                     (concluded)


                                      A-6
<PAGE>   18
                       SPORTS RESORTS INTERNATIONAL, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Note 1       BASIS OF PRESENTATION

             Effective March 8, 2001 The Colonel's International, Inc. began
             doing business under the assumed name of Sports Resorts
             International, Inc. The Company received the written consent of its
             majority shareholders to amend its articles of incorporation and
             legally changed its name on April 16, 2001. The Company changed its
             name to reflect the increasing prominence of the sports and leisure
             segment of its business.

             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.

             NEW ACCOUNTING PRONOUNCEMENTS - In July 2001, the Financial
             Accounting Standards Board ("FASB") issued Statement of Financial
             Accounting Standard ("SFAS") No. 141 "Business Combinations". SFAS
             No. 141 standardizes the accounting for business combinations by
             requiring that all business combinations be accounted for by using
             the purchase method and modifies the recognition criteria for
             identification of intangible assets acquired in a business
             combination. This statement is effective for all business
             combinations initiated after June 30, 2001.

             In July 2001, the FASB also issued SFAS No. 142, "Goodwill and
             Other Intangible Assets." SFAS No. 142 addresses financial
             accounting and reporting for acquired goodwill and other
             intangibles. SFAS No. 142 requires testing of goodwill annually for
             impairment and requires that goodwill and other intangibles with
             infinite lives not be amortized as required by previous
             guidance. The Company's annual goodwill amortization is
             approximately $388,000. This statement is required to be adopted by
             the Company on January 1, 2002.

             Management has not assessed the impact of these accounting
             pronouncements on the Company's financial position and results of
             operations.

             RECLASSIFICATIONS - Certain 2000 amounts have been reclassified to
             conform to the 2001 presentation.

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 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 current at June 30, 2001 and
             is secured by a mortgage and personal guarantee.


                                      A-7
<PAGE>   19

             Accounts Receivable

             During 2000 and the first and second quarters of 2001, the Company
             paid certain expenses on behalf of affiliated entities. The amount
             outstanding at June 30, 2001 was approximately $1,055,000.

Note 3       INVENTORIES

<TABLE>
<CAPTION>

Inventories are summarized as follows:                             June 30,           December 31,
                                                                     2001                2000
                                                                  (unaudited)          (audited)
                                                                ---------------    -----------------
<S>                                                           <C>                <C>
                           Finished products                    $     1,060,782    $       1,109,251
                           Raw materials                                494,168              687,084
                                                                ---------------    -----------------

                           Total inventories                    $     1,554,950    $       1,796,335
                                                                ===============    =================
</TABLE>

Note 4       ASSETS HELD FOR SALE

             During 2000, the Company built a six-unit condominium townhouse at
             its CBIR facility in Brainerd, Minnesota. These units are fully
             furnished and are included in assets held for sale with a
             carrying value of approximately $524,000.

Note 5       PROPERTY, PLANT AND EQUIPMENT

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

<TABLE>
<CAPTION>

                                                                           June 30,          December 31,
                                                                             2001                2000
                                                                         (unaudited)          (audited)
                                                                       ---------------     ---------------
<S>                                                                  <C>                 <C>
               Land and improvements                                   $     2,665,597     $     2,611,658
               Track                                                         1,903,123           1,903,123
               Buildings                                                     1,824,484           1,842,043
               Leasehold improvements                                          292,066              86,325
               Bleachers & fencing                                           1,661,631           1,661,631
               Equipment (including equipment under capital lease)           6,664,161           6,737,659
               Transportation equipment                                      1,237,565           1,221,086
               Furniture & fixtures                                            706,018             698,132
               Tooling                                                       3,241,539           3,169,235
               Construction in progress                                      1,782,119           1,394,965
                                                                       ---------------     ---------------

                      Total                                                 21,978,303          21,325,857
                      Less accumulated depreciation                        (10,219,391)         (9,238,919)
                                                                       ---------------     ---------------

               Net property, plant and equipment                       $    11,758,912     $    12,086,938
                                                                       ===============     ===============
</TABLE>

             Construction in progress consists of a twelve-unit condominium
             townhouse with room for retail space at CBIR.

             In October 2000, the Company made a non-refundable deposit of
             $25,000 and entered into an agreement to purchase land in Mount
             Morris Township, Michigan in connection with a


                                      A-8
<PAGE>   20

             proposed plan to develop a sports and entertainment complex. The
             agreement requires closure by October 2001. In January and February
             2001 the Company made a total of $80,000 in non-refundable deposits
             and entered into various agreements with four to six month terms to
             purchase adjacent real estate. In June and July 2001 the various
             agreements were extended for additional periods of four to six
             months for an additional $80,000. The payments to extend the
             agreements are also non-refundable.

Note 6       LONG TERM DEBT


             Long-term obligations consist of the following:

<TABLE>
<CAPTION>

                                                                                         June 30,         December 31,
                                                                                           2001              2000
                                                                                        (unaudited)        (audited)
                                                                                       ------------      -------------
<S>                                                                                  <C>               <C>
              Term loan, annual installments of $100,675 plus interest at
                9% through August 2003;  secured by related assets                     $   302,025       $   302,025
              Mortgage payable to a bank, interest at the bank's prime
                rate plus 2% (effective rate of 9.0% and 11.5% at June 30, 2001
                and December 31, 2000 respectively)
                annual principal payments of $50,000 plus interest due quarterly,
                through September 2004;  secured by underlying property                    200,000           200,000
              Capital lease obligations through December 2002;
                monthly installments include interest at rates between
                7.5% and 8.75%, collateralized by the related machinery
                and equipment (Note 5)                                                   2,054,974         2,561,963
              Other                                                                          3,236             9,611
                                                                                       -----------       -----------
                          Total                                                          2,560,235         3,073,599

              Less current portion                                                      (1,230,374)       (1,194,814)
                                                                                       -----------       -----------

              Long-term                                                                $ 1,329,861       $ 1,878,785
                                                                                       ===========       ===========
</TABLE>

Note 7       ACCRUED EXPENSES

             Accrued expenses consist of the following:

<TABLE>
<CAPTION>

                                                                          June 30,         December 31,
                                                                            2001              2000
                                                                        (unaudited)        (audited)
                                                                      --------------     --------------
<S>                                                                 <C>                <C>
             Accrued settlements                                      $      453,376     $      454,500
             Accrued interest                                                 88,996             72,959
             Advance ticket sales                                            804,751                 --
             Other                                                           522,627            689,754
                                                                      --------------     --------------

              Total                                                   $    1,869,750     $    1,217,213
                                                                      ==============     ==============
</TABLE>

Note 8       DISGORGEMENT OF TRADING PROFITS

             During the quarter ending June 30, 2001, the Company became aware
             that one of its officers had engaged in trading in the stock of the
             Company that was not in compliance with Section 16 of the
             Securities Exchange Act of 1934. As a result, the Company has
             sought and has received the


                                      A-9
<PAGE>   21
             disgorgement of any profits received as a result of this improper
             trading. During the quarter ending June 30, 2001, the Company
             received $208,126 which was credited to paid in capital. In July
             2001, the Company received an additional $16,926, satisfying this
             matter in its entirety.

Note 9       INCOME TAXES

             A Federal income tax receivable of $1,028,564 was recorded in 2000
             related to net operating losses eligible for carryback to 1998.

             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.

Note 10      COMMON STOCK REDEEMED/SALE OF CRL ASSETS TO INTERNATIONAL
             LINER

             On June 22, 2000, but effective as of May 1, 2000, the Company sold
             certain inventory, property, plant and equipment, and accounts
             receivable to International Liner, a corporation controlled by Mark
             German, the Company's former President. In exchange for these
             assets, International Liner paid the Company $361,700 in cash and
             Mr. German and the other former shareholders of the Rugged Liner
             Companies surrendered 340,521 shares of the Company's Common Stock.
             The Company wrote-off goodwill of approximately $586,000 associated
             with assets sold. In accordance with accounting principles
             generally accepted in the United States of America, no gain or loss
             was recorded as a result of this transaction.

Note 11      LOSS PER SHARE/STOCK SPLIT

             Basic loss per share was based upon the weighted average number of
             shares outstanding. Diluted loss per share assumes the exercise of
             common stock options when dilutive. Therefore, basic and diluted
             loss per share are the same.

             On July 9, 2001, the Board of Directors of the Company declared a 2
             for 1 stock split payable to shareholders of record on August 9,
             2001. In order to effectuate the stock split, the Company has
             obtained the consent of the majority shareholders to amend the
             Company's articles of incorporation to increase the number of
             authorized shares of common stock from 35,000,000 to 70,000,000.
             Supplemental information after giving effect for the stock split is
             included in the consolidated statements of operations.

Note 12      CONTINGENCIES

             On December 17, 1998 the Company sold substantially all of the
             assets used in its former bumper production operations. The sale
             consisted of substantially all inventory, machinery and equipment,
             accounts receivable and prepaid items. The purchaser also assumed
             certain liabilities such as accounts payable and purchase
             commitments. On June 13, 2000, the Company received notice of an
             indemnity claim by the purchaser for approximately $866,000, net of
             deductibles and offsetting amounts owed to the Company. Management
             is investigating the claim and contesting its merit.

             In May 2000, the landlord of a facility formerly occupied by the
             Company filed suit in the Superior Court for Riverside County,
             California against the Company, claiming that the Company breached
             its lease by failing to notify the landlord of its intent to
             sublease the facility. The landlord has been awarded possession of
             the property and is seeking damages of an undisclosed amount. The
             Company is vigorously defending this matter.

             As a result of the crash of an airplane owned by the Company in
             August 2000, claims have been made against the Company. One claim
             involving the estate of one of the pilots has been successfully
             settled. A second claim, filed March 12, 2001, is currently in
             litigation. The claimant in the second claim is seeking $10 million
             in damages against the Company. A third claim of an undisclosed
             amount has been made by the estate of another crewmember and is
             also in litigation. In addition to the above claims, there exists
             the potential of least one or more additional claims against the
             Company. In the opinion of Company management and outside legal
             counsel, who have conducted a thorough review of case settlements
             and verdicts in the State of Michigan, it is expected that all
             claims concerning the crash cumulatively should fall within the $25
             million per occurrence coverage limits under the Company's
             insurance policy. However, there can be no assurance that the
             Company's insurance will be adequate to satisfy all the claims
             concerning the crash.


                                      A-10
<PAGE>   22
Note 13      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)
                             --------------------------------                       -------------------------------

                                  2001              2000                                 2001              2000
                             -------------      -------------                       -------------     -------------
<S>                        <C>                <C>                                 <C>               <C>
           Sales:
             Truck
              Accessories    $   7,245,224      $  11,840,557                       $   3,658,884     $   5,324,225
             Raceway               396,097            316,573                             352,541           278,021
                             -------------      -------------                       -------------     -------------
             Total           $   7,641,321      $  12,157,130                       $   4,011,425     $   5,602,246
                             =============      =============                       =============     =============



           Loss From
             Operations:
             Truck
               Accessories   $    (100,890)     $  (1,472,029)                      $      39,425     $    (874,694)
             Raceway              (544,444)          (787,055)                           (249,737)         (360,766)
                             -------------      -------------                       -------------     -------------
             Total           $    (645,334)     $  (2,259,084)                      $    (210,312)    $  (1,235,460)
                             =============      =============                       =============     =============
</TABLE>


                                      A-11