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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, 2002

   [ ] 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)

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

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

                                 (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 November 1, 2002: 48,362,953

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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 presented beginning on page 10
of our 2001 Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 29, 2002. There have been no material changes in our
accounting policies during fiscal 2002 except for those changes described in
"Cumulative Effect of Accounting Change for Goodwill" below.

BACKGROUND/NAME CHANGES

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
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In order to reflect the increasing prominence of the sports and leisure segment
of our business, 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 SmallCap 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 received approval from our Board of Directors and implemented name changes
for two of our operating subsidiaries. We changed the name of our subsidiary,
The Colonel's Truck Accessories, Inc., which operates in the truck accessories
segment, to Rugged Liner, Inc. ("RL"). The name of our subsidiary, The Colonel's
Brainerd International Raceway, Inc., which operates in the sports and
entertainment segment, became Brainerd International Raceway & Resort, Inc.
("BIR"). All references to our subsidiaries in this document reflect the name
changes as described above.

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 six 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. Ownership of Raceway 66 was transferred to us by
Donald J. Williamson, our majority shareholder and affiliated entities in
September of 2002.

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. Final approval is subject to review 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.

2 FOR 1 STOCK SPLIT. On July 9, 2001, our Board of Directors 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 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. The
stock split was paid on September 6, 2001. All share and per share data in the
condensed financial statements in Appendix A has been restated to reflect the
split.

LIQUIDITY AND CAPITAL RESOURCES

Our consolidated current assets decreased from $4,908,000 at December 31, 2001
to $4,563,000 at September 30, 2002. This decrease is primarily related to a
$331,000 increase in cash and a $226,000 increase in inventory, offset by
reduction in Federal income taxes receivable of $914,000. Our consolidated
current liabilities increased from $3,851,000 at December 31, 2001 to $3,970,000
at September 30, 2002. This increase primarily relates to a $638,000 increase in
accounts payable offset by a decrease in the current portion of long-term debt
of $466,000 and a decrease in accrued expenses of $235,000.




                                       3
<PAGE>





Cash increased by $331,000 from the year end 2001 to September 30, 2002
primarily due to $1,794,000 received in Federal income tax refunds as well as
cash generated in other operating activities of $2,603,000, offset by capital
expenditures of $2,952,000 and debt repayments of $982,000.

Accounts receivable--trade increased by approximately $154,000 from $875,000 as
of December 31, 2001 to $1,029,000 at September 30, 2002, due to increased sales
activity.

On March 9, 2002, the Job Creation and Worker Assistance Act of 2002 was enacted
which extended the carryback period for net operating losses from two years to
five years. Based on this new legislation, we carried back net operating losses
for which there was a valuation allowance. We received $1,794,000 in Federal
income tax refunds in the third quarter of 2002. The tax benefit of the
carryback and change in the valuation allowance was recorded in the first
quarter of fiscal 2002 as SFAS No. 109, "Accounting for Income Taxes", requires
the impact of new tax legislation to be recorded in the period in which the
legislation is enacted. The balance of $914,000 at December 31, 2001 represents
the amount due per our Federal income tax return as filed.

Inventories increased by approximately $226,000 from $1,150,000 at December 31,
2001 to $1,376,000 at September 30, 2002 primarily due to increased production
of bedliners to service higher sales volumes.

Note receivable - related party at September 30, 2002 is comprised of a note,
which is secured by a subordinated mortgage and personal guarantee from the
majority shareholder and requires monthly principal and interest payments. The
note is being paid in accordance with terms.

Other assets -- current decreased $150,000, from $600,000 at December 31, 2001
to $450,000 at September 30, 2002.

Net property, plant and equipment increased by approximately $1,400,000 from
$9,798,000 at December 31, 2001 to $11,198,000 at September 30, 2002 due to
fixed asset additions of $2,952,000 offset by depreciation for the period of
$1,525,000. A convenience store and gas station adjacent to our BIR facility,
equipment, molds, tooling and land improvements comprised additions during the
period.

LIABILITIES AND EQUITY

Accounts payable increased by approximately $638,000 from $1,269,000 at December
31, 2001 to $1,907,000 at September 30, 2002 due to amounts owed for various
capital improvements in progress at BIR as well as amounts owed in connection
with an event held by BIR in the third quarter 2002.

Accrued expenses decreased by $235,000 from $1,311, 000 at December 31, 2001 to
$1,076,000 at September 30, 2002, primarily due to payments to settle
outstanding legal claims that were provided for.

During 2001 and the first six months of 2002, we paid certain expenses on behalf
of affiliated entities controlled by Donald J. Williamson, our Chief Executive
Officer and majority shareholder. These expenses are 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




                                       4
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which time the construction advances were offset. The total amount outstanding
at September 30, 2002 and December 31, 2001 was $1,099,000 and $1,496,000
respectively, which is to be reimbursed to us by the affiliated entities.

OUTSTANDING LOANS

We 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. We also have a term loan
of $100,000, which is secured by property. The loan requires quarterly interest
payments at 2% above the prime rate, subject to a minimum rate of 8% and a
single principal payment of $50,000 per year through 2004.

In 1995, we leased $2,689,000 of equipment under a lease agreement that includes
an option to purchase the equipment for $1.00 upon expiration of the lease term.
In 1996, we leased additional equipment in the amount of $3,744,000 structured
in the same manner. The payment amounts under the lease represent principal
payments, with interest at rates between 7.5 and 8.75 percent through October
2003.

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

RESULTS OF OPERATIONS

Our revenues were $6,693,000 in the three months ended September 30, 2002
compared to $6,037,000 in the same period of 2001. Revenues attributable to RL
were $4,036,000 and $3,177,000 for the quarters ended September 30, 2002 and
2001, respectively. The $859,000 increase in RL's revenue was primarily
attributable to the addition of new distributors. BIR's revenues were $2,657,000
and $2,860,000 for the quarters ended September 30, 2002 and 2001 respectively.

Revenues were $15,600,000 and $13,531,000 for the nine month periods ending
September 30, 2002 and 2001, respectively for the same reasons as above.
Revenues for RL were $12,436,000 and $10,275,000 for the nine month periods
ending September 30, 2002 and 2001, respectively, and BIR's revenues were
$3,164,000 and $3,256,000 for the same periods.

Cost of sales were $5,581,000 and $4,848,000 for the quarters ended September
30, 2002 and 2001 respectively or 83% and 80% as a percentage of revenue. Cost
of sales attributable to RL were $2,917,000 and $2,633,000 for the quarters
ended September 30, 2002 and 2001 respectively or 72% and 83% as a percentage of
revenue. The decrease in RL cost of sales is primarily attributed to
efficiencies experienced with higher production volumes as well as more
favorable material costs. Gross profit for RL was 28% of sales for the third
quarter of 2002 and 17% of sales for the third quarter of 2001. Cost of sales
attributable to BIR were $2,664,000 and $2,215,000 for the quarters ended
September 30, 2002 and 2001 respectively. The increase in BIR's cost of sales is
primarily attributable to the increased amounts spent for maintenance,
entertainment and promotion in an effort to increase revenues and attendance.

Cost of sales for the nine month periods ended September 30, 2002 and 2001 were
$12,029,000 and $10,800,000 respectively for the same reasons described above.
Cost of sales attributable to RL were $8,270,000 and $7,945,000 for the nine
month periods ended September 30, 2002 and 2001,




                                       5
<PAGE>



respectively or 67% and 77% as a percentage of revenues. Cost of sales
attributable to BIR for the nine month periods ended September 30, 2002 and 2001
were $3,759,000 $2,855,000, respectively.

Selling, general and administrative expenses were $1,152,000 and $1,535,000 for
the quarters ended September 30, 2002 and 2001 respectively, or 17% and 25% as a
percentage of revenues. Selling, general and administrative expenses attributed
to RL were $869,000 and $1,164,000 for the quarters ended September 30, 2002 and
2001 respectively. Included in RL's selling, general and administrative expense
for the third quarter of 2001 is goodwill amortization expense of $82,000 which
was discontinued in fiscal 2002 with the adoption of Statement of Financial
Accounting Standards ("SFAS") No. 142. See also "Cumulative Effect of Accounting
Change for Goodwill" below. Selling, general and administrative expenses for BIR
were $283,000 and $371,000 for the three month period ended September 30, 2002
and 2001 respectively. BIR's selling, general and administrative expenses
included goodwill amortization of $15,000 in the third quarter of 2001.

Selling, general and administrative expenses were $3,553,000 and $3,736,000 for
the nine month periods ended September 30, 2002 and 2001, respectively or 23%
and 28% as a percentage of revenues. Selling, general and administrative
expenses attributed to RL were $2,912,000 and $3,069,000 for the nine month
periods ended September 30, 2002 and 2001, respectively. Included in RL's
selling, general and administrative expense for the first nine months of 2001 is
goodwill amortization expense of $246,000 which was discontinued in fiscal 2002
with the adoption of Statement of Financial Accounting Standards ("SFAS") No.
142. See also "Cumulative Effort of Accounting Change for Goodwill" below.
Selling, general and administrative expenses for BIR were $641,000 and $667,000
for the nine month periods ended September 30, 2002 and 2001, respectively.
BIR's selling, general and administrative expenses include goodwill amortization
of $45,000 in the nine month period ended September 30, 2001.

Interest expense in the third quarter of 2002 decreased by $17,000 from the
third quarter of 2001 due to the reduction of outstanding debt. Interest expense
in the nine month period ending September 30, 2002 decreased by $72,000 from the
same period in 2001 for the same reason.

Interest income was $106,000 and $109,000 for the quarters ended September 30,
2002 and 2001 respectively and $308,000 and $428,000 for the nine month periods
ending September 30, 2002 and 2001 respectively. Changes in interest income are
attributable to excess cash available for investment purposes and interest
earned on note receivable-related party.

Rental income was $64,000 and $33,000 for the quarters ended September 30, 2002
and 2001 respectively and $192,000 and $95,000 for the nine month periods ending
September 30, 2002 and 2001 respectively.

In January, February, April and July of 2002, we made non-refundable deposits
totaling $205,000 and extended 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, 2002, these deposits have been expensed and are included in the
land development costs.






                                       6
<PAGE>


CUMULATIVE EFFECT OF ACCOUNTING CHANGE FOR GOODWILL

In June 2001, the Financial Accounting Standard Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". SFAS 142 requires goodwill to be subject to annual
impairment testing instead of amortization. We adopted this standard effective
January 1, 2002. If the carrying value of goodwill or an intangible exceeds its
fair value, an impairment loss is recognized. We engaged an independent
appraisal company who used a discounted cash flow model to determine the fair
value of our businesses for purposes of testing goodwill for impairment. The
discount rate used was based on a risk-adjusted weighted average cost of capital
for each business. The effect of adopting this new standard resulted in a
cumulative effect of an accounting change of approximately $1,131,000 or $.02
per basic and diluted share for an impairment loss on goodwill. $1,069,000 of
the impairment loss was attributable to our truck accessories business and
$62,000 was associated with our racetrack operations. In addition, the adoption
eliminated annual amortization expense of approximately $387,000 or $.01 per
share. See Note 1 to the condensed financial statements included in Appendix A.

RISK FACTORS

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.

OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN TWO SHAREHOLDERS, WHO 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 98% of our issued and outstanding
shares of common stock. Accordingly, Donald and Patsy Williamson are able to
control the election of directors and all other matters which are subject to a
vote of shareholders. This concentration of ownership may have the effect of
delaying or preventing a change of control of Sports Resorts International, Inc.
even if this change of control would benefit all of the shareholders.

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

In order to be successful, our raceway operations 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 termination of our
sanction agreement 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,




                                       7
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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 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 or abandon our plans to develop the
complex.

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.





                                       8
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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.

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 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.

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

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

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

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






                                       9
<PAGE>





NEW ACCOUNTING STANDARDS

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". We adopted this standard effective January 1, 2002. See
"Cumulative Effect of Accounting Change for Goodwill" above for a discussion of
the effect of adopting SFAS 142.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". The new standard requires one model of
accounting for long-lived assets to be held and used and disposed of, and
broadens the definition of discontinued operations to include a component of a
segment. SFAS 144 is effective for fiscal years beginning after December 15,
2001. Management does not believe that the adoption of SFAS 144 will have a
material effect on the Company's financial position or results of operations.

SEGMENT REPORTING

For a discussion of our business segments, see Note 11 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

In response to recent legislation and additional requirements, we have reviewed
our internal controls structure and disclosure control and procedures. As a
result of such review, enhancements to formalize and document procedures will be
implemented prior to the end of 2002. As required, the effectiveness of our
internal control structure and disclosure controls and procedures will be
evaluated quarterly. Based on their evaluation as of a date within 90 days of
filing this Form 10-Q, Gregory T. Strzynski and Donald J. Williamson, our Chief
Financial Officer and Chief Executive Officer, respectively, have concluded our
disclosure controls and procedures (as defined in rules 13a-14 and 15d-14 under
the Securities Exchange Act of 1934) are effective to ensure that material
information relating to the Company would be made known to them by others within
the Company, particularly during the period this Form 10-Q was being prepared.
No significant changes were made to our internal controls or in the other
factors that could significantly affect these controls subsequent to the date of
their evaluation.









                                       10
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                                     PART II
                                OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS.

None

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

None

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

(a)      Exhibits                      Description

         99.1                          Certification of Chief Executive Officer
         99.2                          Certification of Chief Financial Officer

(b)      Reports on Form 8-K

         We filed the following reports on Form 8-K during the quarter ended
September 30, 2002:


         Form 8-K
         Filing Date                   Description

         September 6, 2002             Press release dated September 6, 2002










                                       11
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                                   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 13, 2002                      By: /s/ Gregory T. Strzynski
                                              ----------------------------------
                                                   Gregory T. Strzynski
                                                   Chief Financial Officer
                                                   (Duly Authorized Officer and
                                                   Principal Accounting
                                                   and Financial Officer of
                                                   the Registrant)











                                       12
<PAGE>
I, Donald J. Williamson, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Sports Resorts
         International, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

                  a).      designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           registrant, including its consolidated subsidiaries,
                           is made known to us by others within those entities,
                           particularly during the period in which this
                           quarterly report is being prepared;

                  b).      evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           quarterly report (the "Evaluation Date"); and

                  c).      presented in this quarterly report our conclusions
                           about the effectiveness of the disclosure controls
                           and procedures based on our evaluation as of the
                           Evaluation Date:

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent function);

                  a).      all significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the registrants ability to record, process,
                           summarize and report financial





<PAGE>

                           data and have identified for the registrant's
                           auditors any material weaknesses in internal
                           controls; and

                  b).      any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls; and


6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



          Date: November 13, 2002


                                           /s/ Donald J. Williamson
                                           --------------------------
                                           Donald J. Williamson
                                           Chairman of the Board and
                                           Chief Executive Officer



<PAGE>
I, Gregory T. Strzynski, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Sports Resorts
         International, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

                  a).      designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           registrant, including its consolidated subsidiaries,
                           is made known to us by others within those entities,
                           particularly during the period in which this
                           quarterly report is being prepared;

                  b).      evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           quarterly report (the "Evaluation Date"); and

                  c).      presented in this quarterly report our conclusions
                           about the effectiveness of the disclosure controls
                           and procedures based on our evaluation as of the
                           Evaluation Date:

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent function);

                  a).      all significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the registrants ability to record, process,
                           summarize and report financial




<PAGE>


                           data and have identified for the registrant's
                           auditors any material weaknesses in internal
                           controls; and

                  b).      any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls; and


6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



         Date: November 13, 2002


                                                    /s/ Gregory T. Strzynski
                                                    -------------------------
                                                    Gregory T. Strzynski
                                                    Chief Financial Officer


<PAGE>




                                   APPENDIX A
















                                      A-1







<PAGE>




                       SPORTS RESORTS INTERNATIONAL, INC.
                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>


                                                                           September 30,             December 31,
                                                                              2002                      2001
                                                                          (unaudited)                (audited)
                                                                          -----------                ---------
<S>                                                                     <C>                    <C>
ASSETS

CURRENT ASSETS:
  Cash                                                                  $   1,563,023          $     1,232,183
  Accounts receivable:
    Trade (net of allowance for doubtful accounts and cash
    discounts of $668,000 and $598,000 at September 30, 2002
    and December 31, 2001 respectively)                                     1,029,034                  874,932
  Note receivable -- related party (Note 2)                                   145,309                  136,874
  Federal income taxes receivable (Note 7)                                         --                  913,621
  Inventories (Note 3)                                                      1,376,293                1,150,173
  Other                                                                       449,629                  600,252
                                                                         ------------           --------------

          Total current assets                                              4,563,288                4,908,035

PROPERTY, PLANT AND EQUIPMENT -- Net                                       11,197,961                9,798,418
  (Notes 4 and 5)

OTHER ASSETS:
  Note receivable -- related party (Note 2)                                 4,628,366                4,738,427
  Goodwill (Net of accumulated amortization
  of $1,819,000 at December 31, 2001) (Note 1)                                     --                1,130,911
  Other                                                                     1,581,093                1,614,450
                                                                         ------------           --------------

          Total other assets                                                6,209,459                7,483,788
                                                                         ------------           --------------

TOTAL ASSETS                                                            $  21,970,708          $    22,190,241
                                                                         ============           ==============

</TABLE>


                                      A-2


<PAGE>
                       SPORTS RESORTS INTERNATIONAL, INC.
                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                  September 30,         December 31,
                                                                      2002                 2001
                                                                   (unaudited)          (audited)
                                                                   -----------          ---------
<S>                                                           <C>                  <C>
LIABILITIES & SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt (Note 5)                  $      805,049       $    1,270,783
  Accounts payable                                                 1,906,969            1,269,312
  Accrued expenses (Note 6)                                        1,075,988            1,311,091
  Federal income taxes payable (Note 7)                              181,958                   --
                                                               -------------        -------------

          Total current liabilities                                3,969,964            3,851,186

LONG-TERM DEBT (Note 5)                                               91,381              608,002

LONG-TERM PORTION OF DEFERRED
   COMPENSATION                                                           --               10,400

SHAREHOLDERS' EQUITY
  Common stock: 70,000,000 shares authorized
      at $0.01 par value, 48,362,953 shares issued
      and outstanding at September 30, 2002
      and December 31, 2001                                          483,629              483,629
  Additional paid-in-capital                                       5,656,605            5,656,605
  Net advances to related parties (Note 2)                        (1,099,407)          (1,495,909)
  Retained earnings                                               12,868,536           13,076,328
                                                               -------------        -------------

             Total shareholders' equity                           17,909,363           17,720,653
                                                               -------------        -------------
TOTAL LIABILITIES & SHAREHOLDERS'
 EQUITY                                                       $   21,970,708       $   22,190,241
                                                               =============        =============

</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
                                                   -------------------------------     ---------------------------------
                                                       2002               2001               2002               2001
                                                   --------------   --------------     -------------       -------------

<S>                                              <C>                <C>                 <C>                <C>
SALES                                            $ 15,600,329       $  13,530,893       $  6,693,149       $   6,036,509

COST OF SALES                                      12,028,967          10,800,090          5,580,591           4,848,499
                                                   -----------        ------------        -----------        ------------

GROSS PROFIT                                        3,571,362           2,730,803          1,112,558           1,188,010

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                            3,552,854           3,735,896          1,152,314           1,535,338

NET GAIN (LOSS) ON DISPOSAL
 OF ASSETS                                             41,550             12, 435             46,000                (292)
                                                   -----------        ------------        -----------        ------------

INCOME (LOSS) FROM
 OPERATIONS                                            60,058            (992,658)             6,244            (347,620)

OTHER INCOME (EXPENSE):
     Interest expense                                 (91,088)           (162,773)           (23,743)            (40,773)
     Interest income                                  308,691             427,769            105,701             109,150
     Rental income                                    192,199              94,507             64,415              33,368
     Land development costs (Note 4)                 (250,500)                 --           (130,500)                 --
     Other                                              4,880              14,071              2,765               8,212
                                                   -----------        ------------        -----------        ------------
        Other income, net                             164,182             373,574             18,638             109,957

INCOME (LOSS) BEFORE INCOME
 TAX BENEFIT                                          224,240            (619,084)            24,882            (237,663)

INCOME TAX BENEFIT
 (EXPENSE) (Note 7)                                   698,879            (149,310)                --            (149,310)
                                                   -----------        ------------        -----------        ------------

INCOME (LOSS) BEFORE
 ACCOUNTING CHANGE                                    923,119            (768,394)            24,882            (386,973)

CUMULATIVE EFFECT OF
 ACCOUNTING CHANGE FOR
 GOODWILL (NOTE 1)                                 (1,130,911)                --                 --                --
                                                   -----------        ------------        -----------        ------------

NET (LOSS) INCOME                                $   (207,792)      $    (768,394)      $     24,882       $    (386,973)
                                                   ===========        ============        ===========        ============
</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
                                                              ---------------------------         --------------------------
                                                                 2002              2001               2002            2001
                                                              -----------      ----------         -----------      ---------
<S>                                                         <C>               <C>                <C>              <C>
BASIC AND DILUTED
   EARNINGS (LOSS) PER SHARE
   (Note 8)
   Income (loss) before accounting
     change                                                 $     0.02        $     (0.02)       $     0.00       $     (0.01)
   Cumulative effect of change in
     accounting principle                                        (0.02)                --                --                --
                                                            ----------         ----------        ----------        ----------

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

WEIGHTED AVERAGE COMMON
   SHARES
   Basic                                                    48,362,953         48,355,610        48,362,953        48,355,610
   Effect of dilutive securities:
      Common share equivalents,
        common shares issuable upon
        exercise of outstanding
        stock options                                           80,230                 --            54,244                --
                                                            ----------         ----------        ----------        ----------

   Diluted                                                  48,443,183         48,355,610        48,417,197        48,355,610
                                                            ==========         ==========        ==========        ==========
</TABLE>

                                                                       Concluded

                                      A-5






<PAGE>




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

<TABLE>
<CAPTION>

                                                                                          Nine Months Ending
                                                                                              September 30
                                                                                     ---------------------------
                                                                                         2002            2001
                                                                                     ----------       ----------

<S>                                                                                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                       $   (207,792)    $  (768,394)
    Adjustments to reconcile net loss to net cash
         provided by operating activities:
         Depreciation and amortization                                                1,525,057       1,786,107
         Cumulative effect of accounting change (Note 1)                              1,130,911              --
         Gain on disposal of property and equipment                                     (41,550)        (12,435)
         Changes in assets and liabilities that (used) provided cash:
           Accounts receivable                                                         (154,102)       (747,679)
           Inventories                                                                 (226,120)        512,678
           Other                                                                        173,580         229,892
           Accounts payable                                                             637,657        (274,754)
           Accrued expenses                                                            (235,103)       (148,170)
           Income taxes receivable/payable                                            1,095,579         149,310
                                                                                     -----------     -----------

Net cash provided by operating activities                                             3,698,117         726,555
                                                                                     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                             (2,952,426)       (818,198)
    Proceeds from disposal of property and equipment                                     69,376          17,491
    Payments received on notes receivable-related party                                 101,626         113,939
                                                                                     -----------     -----------

Net cash used in investing activities                                                (2,781,424)       (686,768)
                                                                                     -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments on long-term debt                                               (150,675)       (160,286)
    Principal payments on obligations under capital leases                             (831,680)       (768,138)
    Net advances to related parties                                                     396,502        (216,558)
    Disgorgement of trading profits (Note 9)                                                 --         225,052
                                                                                     -----------     -----------

Net cash used in financing activities                                                  (585,853)       (919,930)
                                                                                     -----------     -----------

INCREASE (DECREASE) IN CASH                                                             330,840        (880,143)
                                                                                     -----------     -----------

CASH, BEGINNING OF PERIOD                                                             1,232,183       2,566,036
                                                                                     -----------     -----------

CASH, END OF PERIOD                                                                $  1,563,023     $ 1,685,893
                                                                                     ===========     ===========

</TABLE>

                                                                       Continued





                                      A-6


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



<TABLE>
<CAPTION>
                                                                                          Nine Months Ending
                                                                                              September 30
                                                                                     ---------------------------
                                                                                         2002            2001
                                                                                     ----------       ----------
<S>                                                                                <C>              <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
   Cash paid during the period for interest                                          $  150,368       $  177,204
                                                                                     ==========       ==========
   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

             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 Company is a Michigan corporation and a holding company with
             three active wholly owned subsidiaries. The Company received
             approval from its Board of Directors and implemented name changes
             for two of its operating subsidiaries. The Company has changed the
             name of its subsidiary, The Colonel's Truck Accessories, Inc.,
             which operates in the truck accessories segment, to Rugged Liner,
             Inc. ("RL"). The name of the Company's subsidiary, The Colonel's
             Brainerd International Raceway, Inc., which operates in the sports
             and entertainment segment, became Brainerd International Raceway &
             Resort, Inc. ("BIR"). All references to the Company's subsidiaries
             reflect the name changes as described above.

             These financial statements should be read in conjunction with the
             audited financial statements and notes to consolidated financial
             statements included in the Company's 2001 Annual Report on Form
             10-K, filed with the Securities and Exchange Commission on March
             29, 2002. 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 2002 except for those changes
             described in "New Accounting Pronouncements" below.

             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.

             All share and per share data has been restated to conform with the
             2 for 1 stock split paid on September 6, 2001, as described in Note
             8.

             NEW ACCOUNTING PRONOUNCEMENTS

             In June 2001, the Financial Accounting Standard Board ("FASB")
             issued Statement of Financial Accounting Standards ("SFAS") No.
             142, "Goodwill and Other Intangible Assets". SFAS 142 requires
             goodwill to be subject to annual impairment testing instead of
             amortization. The Company adopted this standard effective January
             1, 2002. If the carrying value of goodwill or an intangible exceeds
             its fair value, an impairment loss is recognized. The Company
             engaged an independent appraisal company who used a discounted cash
             flow model to determine the fair value of the Company's business
             segments for purposes of testing goodwill for impairment. The
             discount rate used was based on a risk-adjusted weighted average
             cost of capital for each business segment. The effect of adopting
             this new standard resulted in a cumulative effect of an accounting
             change of approximately $1,131,000 or $.02


                                      A-8

<PAGE>




             per basic and diluted share for an impairment loss on goodwill.
             $1,069,000 of the impairment loss was attributable to RL and
             $62,000 was associated with BIR. In addition, the adoption
             eliminates annual amortization expense of approximately $387,000 or
             $.01 per share.

             In August 2001, the FASB issued SFAS No. 144, "Accounting for the
             Impairment or Disposal of Long-Lived Assets". The new standard
             requires one model of accounting for long-lived assets to be held
             and used and disposed of, and broadens the definition of
             discontinued operations to include a component of a segment. SFAS
             144 is effective for fiscal years beginning after December 15,
             2001. Management does not believe the adoption of SFAS 144 will
             have a material effect on the Company's financial position or
             results of operations.

             RECLASSIFICATIONS -- Certain 2001 amounts have been reclassified to
             conform to the 2002 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 secured by a subordinated
             mortgage and personal guarantee.

             Net Advances to Related Parties

             During 2001 and the first six months of 2002, the Company paid
             certain expenses on behalf of affiliated entities controlled by
             Donald J. Williamson. These expenses are 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 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.
             The total amount outstanding at September 30, 2002 and December 31,
             2001 was $1,099,000 and $1,496,000 respectively, 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.

Note 3       INVENTORIES

<TABLE>
<CAPTION>


             Inventories are summarized as follows:                       September 30,     December 31,
                                                                               2002             2001
                                                                           (unaudited)       (audited)
                                                                           -----------     -----------
<S>                                                                       <C>             <C>
                           Finished products                              $    980,808    $    789,674
                           Raw materials                                       395,485         360,499
                                                                           -----------     -----------

                           Total inventories                              $  1,376,293    $  1,150,173
                                                                           ===========     ===========

</TABLE>




                                      A-9

<PAGE>




Note 4       PROPERTY, PLANT AND EQUIPMENT

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



<TABLE>
<CAPTION>

                                                                            September 30,      December 31,
                                                                                 2002              2001
                                                                             (unaudited)        (audited)
                                                                            -------------      ------------
<S>                                                                      <C>                <C>
                  Land and improvements                                  $    3,506,878     $   2,752,540
                  Track                                                       1,910,620         1,903,120
                  Buildings                                                   3,358,648         1,824,484
                  Condominium units                                             466,000           466,000
                  Leasehold improvements                                        312,569           300,080
                  Bleachers & fencing                                         1,699,541         1,702,106
                  Equipment (including equipment under capital lease)         6,923,451         6,685,617
                  Transportation equipment                                    1,439,650         1,267,103
                  Furniture & fixtures                                          728,764           716,764
                  Tooling                                                     3,478,092         3,354,852
                                                                          -------------      ------------

                         Total                                               23,824,213        20,972,666
                         Less accumulated depreciation                      (12,626,252)      (11,174,248)
                                                                          -------------      ------------

                  Net property, plant and equipment                      $   11,197,961     $   9,798,418
                                                                          =============      ============
</TABLE>




             In January, February, April and July of 2002, the Company made
             non-refundable deposits totaling $205,000 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, 2002, these deposits
             have been expensed and are included in land development costs.








                                      A-10




<PAGE>
Note 5   LONG TERM DEBT
         Long-term obligations consist of the following:

<TABLE>
<CAPTION>

                                                                                       September 30,       December 31,
                                                                                            2002               2001
                                                                                         (unaudited)         (audited)
                                                                                         -----------         ----------

<S>                                                                                     <C>                 <C>
         Term loan, annual installments of $100,675 plus interest at
           9% through August 2003;  secured by related assets                           $   100,675         $  201,350
         Mortgage payable to a bank, interest at the bank's prime
           rate plus 2%, with a floor of 8% (effective rate of 8% at
           September 30, 2002 and December 31, 2001)
           annual principal payments of $50,000 plus interest due quarterly,
           through September 2004;  secured by underlying property                          100,000            150,000
         Capital lease obligations through October 2003;
           monthly installments include interest at rates between
           7.5% and 8.75%, collateralized by the related machinery
           and equipment (Note 4)                                                           695,755          1,527,435
                                                                                        -----------         ----------

                     Total                                                                  896,430          1,878,785

         Less current portion                                                              (805,049)        (1,270,783)
                                                                                        -----------         ----------

         Long-term                                                                      $    91,381         $  608,002
                                                                                        ===========         ==========


<CAPTION>


Note 6   ACCRUED EXPENSES

         Accrued expenses consist of the following:                                      September 30,       December 31,
                                                                                             2002                2001
                                                                                          (unaudited)         (audited)
                                                                                          ------------       -----------

<S>                                                                                      <C>                <C>
         Accrued legal settlements                                                       $    325,000       $    725,000
         Accrued interest                                                                       3,088             62,368
         Other                                                                                747,900            523,723
                                                                                          ------------       -----------

         Total                                                                           $   1,075,988      $  1,311,091
                                                                                          ============       ===========

</TABLE>

Note 7   INCOME TAXES

         On March 9, 2002, the Job Creation and Worker Assistance Act of 2002
         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. The Company received $1,794,000 in Federal income
         tax refunds in the third quarter of 2002. The tax benefit of the
         carryback and change in the valuation allowance was recorded in the
         first quarter of fiscal 2002 as SFAS No. 109, "Accounting for Income
         Taxes", requires the impact of new tax legislation to be recorded in
         the period in which the legislation is enacted. 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



                                      A-11

<PAGE>




         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 8   EARNINGS (LOSS) PER SHARE

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

         On July 9, 2001, the Company's Board of Directors 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 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. The stock split was paid on
         September 6, 2001. All share and per share data in these condensed
         financial statements has been restated to reflect the stock split.

Note 9   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 sought and received the
         disgorgement of profits received as result of his 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 $16,926, satisfying this matter in its entirety.

Note 10   CONTINGENCIES

         On December 17, 1998, the Company sold substantially all of the assets
         used in its 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. In June
         2000, the Company received notice of an indemnity claim by the
         purchaser. In February 2002 the Company paid $114,000 to settle this
         matter.

         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 intentions to sublease
         the facility. In May of 2002, the Company paid $300,000 to settle this
         matter. Additionally, the Company is responsible for rent that is due
         through 2004 and certain repairs and costs of reletting.

         As a result of the crash of an airplane owned by the Company in August
         2000, claims have been made against the Company. Three claims have been
         successfully settled and have been covered under the Company's
         insurance policy. A fourth claim, of an undisclosed amount, has been
         made by the estate of a crewmember and is in litigation. 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 policy will be adequate to
         satisfy all the claims concerning the crash.


                                      A-12


<PAGE>




Note 11  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>

                                                   Nine Months Ending                   Three Months Ending
                                                      September 30                         September 30,
                                                       (unaudited)                          (unaudited)
                                             ------------------------------       --------------------------------

                                                 2002               2001              2002                2001
<S>                                        <C>               <C>                <C>                 <C>
         Sales:
            Truck Accessories              $  12,435,896     $  10,275,072      $   4,036,536       $   3,176,784
            Raceway                            3,164,433         3,255,821          2,656,613           2,859,725
                                             ------------      ------------       ------------        ------------

            Total                          $  15,600,329     $  13,530,893      $   6,693,149       $   6,036,509
                                             ============      ============       ============        ============

         Income (Loss)from Operations
            Truck Accessories              $   1,295,660     $    (722,709)     $     296,608       $    (622,113)
            Raceway                           (1,235,602)         (269,949)          (290,364)            274,493
                                             ------------      ------------       ------------        ------------

            Total                          $      60,058     $    (992,658)     $       6,244       $    (347,620)
                                             ============      ============       ============        ============

</TABLE>




                                      A-13

<PAGE>




                                  EXHIBIT INDEX



(a)       Exhibits                Description

          99.1                    Certification of Chief Executive Officer
          99.2                    Certification of Chief Financial Officer