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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12

Sports Resorts International, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

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SEC 1913 (02-02)

[SPORTS RESORTS INTERNATIONAL INC. LOGO]

SPORTS RESORTS INTERNATIONAL, INC.
951 AIKEN ROAD
OWOSSO, MICHIGAN 48867

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting of shareholders of Sports Resorts International, Inc.
(the "Company") will be held at the Company's offices at 951 Aiken Road, Owosso,
Michigan on Monday, November 15, 2004 at 10:00 a.m. local time, for the
following purposes:

1. To elect two Directors to the Board of Directors, to hold office until
the next annual election and until their successors are duly elected and
qualified.

2. To ratify the appointment of Grant Thornton LLP as the independent
auditors of the Company for the current fiscal year.

3. To transact any other business that may properly come before the
meeting.

Shareholders of record at the close of business on November 2, 2004 are
entitled to notice of and to vote at the meeting and any adjournment of the
meeting. The following Proxy Statement and enclosed form of proxy are being
furnished to holders of the Company's Common Stock as of November 2, 2004. A
list of shareholders will be available for inspection at the Company's offices
during the ten days prior to the meeting.

By Order of the Board of Directors

/s/ CRAIG B. PARR
Craig B. Parr, Chairman of the Board
and Chief Executive Officer

November 2, 2004

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE
MEETING. EVEN IF YOU EXPECT TO ATTEND THE MEETING,
PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY.

SPORTS RESORTS INTERNATIONAL, INC.

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON
NOVEMBER 15, 2004

PROXY STATEMENT

Beginning on November 2, 2004 we began mailing this Proxy Statement and the
enclosed proxy card to the holders of record as of November 2, 2004, of our
Common Stock, $0.01 par value. Our Board of Directors is soliciting proxies for
use at the annual meeting of shareholders to be held on November 15, 2004. The
annual meeting will be held at our offices at 951 Aiken Road, Owosso, Michigan
48867, at 10:00 a.m. local time.

The purpose of the annual meeting is to consider and vote upon: (1) the
election of two Directors to the Board of Directors, (2) the ratification of the
appointment of Grant Thornton LLP as our independent auditors for the current
fiscal year and (3) such other business as may properly come before the meeting.

On November 15, 2004, your executed proxy will be voted as you have
specified at the annual meeting of shareholders. If no choice is specified, the
shares represented by the proxy will be voted for the election of all nominees
of the Board of Directors named in this Proxy Statement and for the ratification
of the appointment of Grant Thornton LLP as our independent auditors for the
current fiscal year. We do not know of any other matter to be presented at the
annual meeting. If other matters are properly presented, all shares represented
by the proxy will be voted in accordance with the judgement of the persons named
as proxies with respect to those other matters.

A proxy may be revoked at any time prior to its exercise by written notice
delivered to our Corporate Secretary. A proxy may also be revoked by attending
and voting at the annual meeting.

Solicitation of proxies will be made initially by mail. Directors, officers
and employees may also solicit proxies in person or by telephone without
additional compensation. In addition, proxies may be solicited by nominees and
other fiduciaries who may mail material to or otherwise communicate with the
beneficial owners of shares held by them. We will pay all expenses of soliciting
the proxies.

ELECTION OF DIRECTORS

The Board of Directors has nominated the following two persons for
reelection to the Company's Board of Directors:

Ted M. Gans
Donald J. Williamson

It is the intent of the persons named in the accompanying proxy to vote for
the election of the two nominees listed above. The proposed nominees are willing
to be elected and to serve. If any nominee is unable to serve or is otherwise
unavailable for election, which is not contemplated, the incumbent Directors may
or may not select a substitute nominee. If a substitute nominee is selected, all
proxies will be voted for the person so selected. If a substitute nominee is not
selected, all proxies will be voted for the election of the remaining nominees.
Proxies will not be voted for a greater number of persons than the number of
nominees named.

A plurality of the shares represented in person or by proxy and voting at
the meeting is required to elect Directors. For the purpose of counting votes on
the election of Directors, abstentions and other shares not voted will not be
counted as shares voted, and the number of shares for which a plurality is
required will be reduced by the number of shares not voted.

The shares represented by proxies received from the Company's shareholders
will be voted FOR election of the Board's nominees for Directors unless an
instruction to withhold a vote for any nominee is specified in the proxy. The
Company has been informed by the holders of approximately 96% of the shares
entitled to vote that they intend to vote in favor of the Board's nominees.

Certain biographical informational concerning the nominees listed above is
set forth below under the heading "Board of Directors."

THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS

BOARD OF DIRECTORS

The Company's Board of Directors currently consists of seven members, two
which are standing for reelection. Donald Gorman, a director of the Company
since 1997 is retiring from the Board effective as of the date of the annual
meeting. In connection with the retirement of Mr. Gorman, the Board of Directors
has authorized a reduction in the size of the Board to 6 members effective as of
November 15, 2004, as permitted by the Company's Bylaws. The members of the
Company's Board of Directors are (in alphabetical order): Maureen C. Cronin, Ted
M. Gans, Donald R. Gorman, Eric Hipple, Craig B. Parr, Ronald J. Rolak, and
Donald J. Williamson.

The Company's Board of Directors is classified into three classes, only one
of which stands for reelection at each annual meeting of shareholders. The terms
of the current directors are as follows:

<Table>
<Caption>
DIRECTOR TERM EXPIRES
-------- ------------

Maureen C. Cronin........................................... 2006
Ted M. Gans................................................. 2004
Eric Hipple................................................. 2006
Craig B. Parr............................................... 2006
Ronald J. Rolak............................................. 2005
Donald J. Williamson........................................ 2004
</Table>

INCUMBENT DIRECTORS -- NOMINATED FOR REELECTION

TED M. GANS (69) Mr. Gans is a Director of the Company and a Director of
Rugged Liner, Inc. Mr. Gans' principal occupation since 1965 has been as the
President and Director of Ted M. Gans, P.C., a law firm in Bloomfield Hills,
Michigan, of which he is the sole owner. Mr. Gans also serves as a Director of
Patsy Lou Williamson Buick-GMC, Inc., a company wholly owned by Patsy L.
Williamson, the wife of Donald J. Williamson. Mr. Gans serves on the Audit
Committee, the Executive Committee, the Compensation Committee and the
Nominating Committee of the Board of Directors. He has served as a Director of
the Company since 1995. His current term as a Director of the Company expires in
2004.

DONALD J. WILLIAMSON (70) Mr. Williamson is the founder and a Director and
the President of the Company. He is also a director and officer of each of the
Company's subsidiaries. Mr. Williamson was Chairman of the Board and Chief
Executive Officer of the Company until March 2003. In November 2003 he was
elected to serve and currently serves as the Mayor of Flint, Michigan. Mr.
Williamson serves on the Executive Committee of the Board of Directors. He has
served as a Director of the Company since 1995. His current term as a Director
of the Company expires in 2004.

INCUMBENT DIRECTORS -- TERMS EXPIRING IN 2005

RONALD J. ROLAK (57) Mr. Rolak is a Director of the Company. Mr. Rolak is
an independent consultant to Patsy Lou Buick-GMC, Inc., a company wholly owned
by Patsy L. Williamson, the wife of Donald J. Williamson. He also acts as an
independent consultant to various charitable organizations in fund raising
events. Mr. Rolak was the Development Director for the Powers Catholic High
School Educational Trust Fund, in Flint, Michigan from 1986 to June 2003. From
1973 to 1986, Mr. Rolak was a high school instructor and a varsity football
coach at Powers Catholic High School. Mr. Rolak also serves as a director of a
number of charitable organizations in Genesee County, Michigan. Mr. Rolak serves
on the Audit Committee, the Compensation Committee and the Nominating Committee
of the Board of Directors. He has served as a Director of the Company since
1999. His current term as a Director of the Company expires in 2005.

INCUMBENT DIRECTORS -- TERMS EXPIRING IN 2006

MAUREEN C. CRONIN (60) Ms. Cronin is a Director of the Company. She is an
Investment Relations Manager with Steinberg Global Asset Management, Ltd. in
Boca Raton, Florida. She has held this position since April of 2002.
Additionally, Ms. Cronin also became Event Coordinator of the Robert F. Kennedy
Foundation in Washington, D. C. in 2002. Previously, Ms. Cronin was an
Investment Specialist with Charles Schwab & Company in West Palm Beach, Florida
from 1995 to 2000. From 1994 to 1995, she served as Vice President of Ted
Williams Family Enterprises in Citrus Hills, Florida. From 1991 to 1994, she
served as a Financial Consultant and Broker with Salomon Smith Barney/Dean
Witter, in Boston, Massachusetts. Ms. Cronin serves as the Chairperson of the
Audit Committee. Ms. Cronin has served as a Director since September 2000. Her
current term as a Director expires in 2006.

ERIC HIPPLE (47) Mr. Hipple is Senior Account Representative at Rho-Mar
Agency, an insurance agency located in Farmington Hills, Michigan. Mr. Hipple
has been an independent consultant to The Clio Agency, Inc., a company wholly
owned by Donald J. Williamson, and also to Patsy Lou Williamson Buick-GMC, Inc.,
a company wholly owned by Patsy L. Williamson, the wife of Donald J. Williamson.
Mr. Hipple was also President and owner of Hipple & Associates, an insurance
agency in Brighton, Michigan. Mr. Hipple is a former quarterback for the Detroit
Lions. He finished his career in the National Football League in 1989. Mr.
Hipple has served as a local radio and television football analyst for the
Detroit Lions. Mr. Hipple also serves as a director of a number of charitable
organizations in Michigan. Mr. Hipple serves on the Executive Committee of the
Board of Directors. He has served as a Director of the Company since September
2000. His current term as a Director of the Company expires in 2006.

CRAIG B. PARR (61) Mr. Parr was named Chief Executive Officer elected to
the Board of Directors and appointed Chairman of the Board of the Company in
March 2003. He is also President of our Rugged Liner, Inc. subsidiary. Mr. Parr
has been involved in the automobile industry for nearly four decades. He was
Executive VP of Operations of Durakon Industries, a Lapeer, Michigan
manufacturer of truck bedliners from 1996 to 2001. Additionally, Mr. Parr was
employed by General Motors for twenty-eight years where he managed various
vehicle assembly and component operations. His current term as a Director of the
Company expires in 2006.

RETIRING DIRECTOR

DONALD R. GORMAN (72) Since 1958 Mr. Gorman has been owner and President of
D. G. Custom Chrome, LLP. Mr. Gorman was also the owner and President of P. G.
Products, Inc., of Cincinnati, Ohio, which, prior to the sale of the assets of
The Colonel's in December 1998, was one of the Company's major customers. Mr.
Gorman served on the Compensation Committee and the Nominating Committee of the
Board of Directors. He has served as a Director of the Company since 1997.

VOTING SECURITIES

Holders of record of Common Stock at the close of business on November 2,
2004 will be entitled to notice of and to vote at the annual meeting and any
adjournment of the meeting. As of November 2, 2004 there were 48,399,771 shares
of Common Stock outstanding, each having one vote on each matter presented for
shareholder action. Shares cannot be voted unless the shareholder is present at
the meeting or represented by a properly executed proxy.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information concerning the number of shares
of Common Stock held by each shareholder who is known to the Company's
management to be the beneficial owner of more than 5% of the outstanding shares
as of November 2, 2004:

<Table>
<Caption>
NAME AND ADDRESS AMOUNT OF NATURE OF
OF BENEFICIAL BENEFICIAL BENEFICIAL PERCENT OF
OWNER OF COMMON STOCK OWNERSHIP OWNERSHIP CLASS(1)
--------------------- ---------- ---------- ----------

Patsy L. Williamson*............. 176,900 shares Sole voting and investment power .4%
951 Aiken Road
Owosso, MI 48867
</Table>

- -------------------------
* Wife of Donald J. Williamson, Chairman of the Board and Chief Executive
Officer until March 2003.

SECURITY OWNERSHIP OF MANAGEMENT

The following table shows the beneficial ownership of shares of Common
Stock, held as of November 2, 2004 by each director, each of the named executive
officers and by all directors and executive officers of the Company as a group:

<Table>
<Caption>
AMOUNT OF NATURE OF
NAME OF BENEFICIAL BENEFICIAL BENEFICIAL PERCENT OF
OWNER OF COMMON STOCK OWNERSHIP OWNERSHIP CLASS(1)
--------------------- ---------- ---------- ----------

Maureen C. Cronin(3)............ 20,670 shares Sole voting and investment power *
Ted M. Gans(3).................. 50,477 shares Sole voting and investment power *
Eric Hipple(3).................. 28,947 shares Sole voting and investment power *
Ronald J. Rolak(3).............. 33,357 shares Sole voting and investment power *
6,300 shares Shared voting or investment *
power
William H. Singleterry(3)....... 30,000 shares Sole voting and investment power *
Gregory T. Strzynski(3)......... 20,000 shares Sole voting and investment power *
Donald J. Williamson(2)(3)...... 46,456,060 shares Sole voting and investment power 95.6%
Directors and Officers as a
group(2)(3)................... 46,639,511 shares Sole voting and investment power 96.0%
6,300 shares Shared voting or investment *
power
</Table>

- -------------------------
* Does not exceed 1%.

(1) Percentages: The percentages set forth in this column were calculated on the
basis of 48,399,771 shares of Common Stock outstanding as of November 2,
2004, plus shares of Common Stock subject to options held by the listed
persons that were exercisable on November 2, 2004 or that will become
exercisable within 60 days after November 2, 2004. Shares subject to such
options are considered to be outstanding

for purposes of this chart. The number of shares subject to such options for
each listed person is set forth below:

<Table>
<Caption>
WEIGHTED
AVERAGE
DIRECTOR/OFFICER OPTIONS EXERCISE PRICE
---------------- ------- --------------

Maureen C. Cronin........................................... 17,327 $6.01
Ted M. Gans................................................. 50,477 $4.13
Eric Hipple................................................. 28,947 $4.80
Ronald J. Rolak............................................. 33,357 $4.55
William H. Singleterry...................................... 30,000 $4.29
Gregory T. Strzynski........................................ 20,000 $4.82
Donald J. Williamson........................................ 20,000 $4.82
------- -----
All directors and executive officers as a group............. 200,108 $4.62
======= =====
</Table>

(2) Total Stock Ownership: Excludes the 176,900 shares of Common Stock owned by
Patsy Williamson, the wife of Donald J. Williamson. See "Security Ownership
of Certain Beneficial Owners" above.

(3) Includes shares covered by exercisable options.

BOARD COMMITTEES AND MEETINGS

The Company's Board of Directors has four standing committees: the
Executive Committee, the Nominating Committee, the Compensation Committee and
the Audit Committee. Each member of the Committees described below is also a
Director of the Company.

Executive Committee: The Executive Committee has the full power of the
Board in the management of the business and affairs of the Company, except the
power to change the membership of or to fill vacancies in the Board of Directors
or the Executive Committee, the power to amend, add to, rescind or repeal the
Bylaws of the Company; or any other powers that, under Michigan law, may not be
delegated to it by the Board of Directors. The Executive Committee exists for
the purpose of acting on behalf of the Board where Board action is required
between regularly scheduled meetings and where it would be impracticable to
convene special Board meetings. Messrs. Williamson and Gans currently serve on
the Executive Committee. The Executive Committee met one time in 2003.

Compensation Committee: The Compensation Committee is responsible for
establishing the compensation of the executive officers of the Company and its
subsidiaries. Messrs. Gans and Rolak currently serve on the Compensation
Committee. The Compensation Committee met one time in 2003.

Audit Committee: The Audit Committee reviews audit plans submitted by the
independent auditors with respect to the scope of procedures that will be
performed and the fee that will be charged. The Audit Committee also reviews the
results of the independent audit each year, including any associated
recommendations on internal controls. Ms. Cronin and Messrs. Gans and Rolak
currently serve on the Audit Committee. Each member of the Audit Committee is
independent as defined in rule 4200 (a) (15) of the National Association of
Securities Dealers ("NASD") listing standards. The Audit Committee met four
times in 2003.

Nominating Committee: The Nominating Committee exists for the purpose of
developing and recommending to the Board of Directors criteria for the selection
of candidates for Director, seeking out and receiving suggestions concerning
possible candidates, reviewing and evaluating the qualifications of possible
candidates and recommending to the Board of Directors candidates for vacancies
occurring from time to time and for the slate of Directors to be proposed on
behalf of the Board of Directors at annual meetings of shareholders. Messrs.
Gans and Rolak currently serve on the Nominating Committee. Each member of the
Nominating Committee must be independent. The Nominating Committee met one time
in 2003.

The Nominating Committee does not have a formal charter, however, the
Nominating Committee will consider nominees recommended by shareholders. To be
timely, a shareholder's nomination notice must be delivered to or mailed and
received at the Company's principal executive offices not less than 40 days nor
more

than 60 days prior to the date of a meeting at which Directors will be elected
(an "Election Meeting") as originally scheduled. However, if less than 50 days
notice or prior public disclosures of the date of the Election Meeting is given
or made to shareholders, a notice by a shareholder will be considered timely if
it is so received not later than the close of business on the 10th day following
the day on which such notice of the date of the Election Meeting was mailed or
such public disclosure was made. Any such nominations should be in writing and
state the name, age and address of the nominee, his or her educational and
employment background, his or her present employment and a full and complete
statement as to the qualifications of the nominee to serve as a Director, as
specified in the Company's Bylaws. The Nominating Committee will not consider
any nomination that does not provide this information. The Nominating Committee
evaluates each individual in the context of the Board as a whole, with the
objective of recommending candidates that can best perpetuate the success of the
Company's business and represent shareholder interests through the exercise of
sound judgment.

The Company's full Board of Directors met three times in 2003. Each of the
Directors attended 75% or more of the aggregate of the total number of meetings
of the Board of Directors and the total number of meetings held by all
committees of the Board of Directors on which he or she served.

EXECUTIVE OFFICERS

As noted above, Mr. Parr is the Chairman of the Board and Chief Executive
Officer and Mr. Williamson is the President of the Company. Two additional key
executive officers are:

GREGORY T. STRZYNSKI (45). Mr. Strzynski is the Chief Financial Officer of
the Company. He joined the Company in August 1999. Mr. Strzynski was the
Corporate Controller of Kitty Hawk International, Inc., formerly known as
American International Airways, Inc., from 1993 to 1999. From 1990 to 1993, he
served as Corporate Controller for United Solar Systems Corp., a joint venture
research and development company between Energy Conversion Devices, Inc. and
Canon, Inc. of Japan. From 1988 to 1989 he was Corporate Controller for Armada
Products Company, an automotive supplier.

WILLIAM SINGLETERRY (60). Mr. Singleterry is the President and a Director
of Brainerd International Raceway & Resort, Inc. Mr. Singleterry served as Vice
President of Marketing and Development of the Company until November of 2002 and
as the Director of Operations for the Bumper Division of The Colonel's from 1991
to 1998. Prior to that time, he was the Regional Sales Manager. From 1982 to
1989, he served as General Manager for Auto Body Connection, a bumper
manufacturer and distributor.

EXECUTIVE COMPENSATION

COMPENSATION SUMMARY

The following Summary Compensation Table shows certain information
concerning the compensation earned during each of the three fiscal years in the
period ended December 31, 2003, of the Chief Executive Officer of the Company
and each executive officer of the Company whose cash compensation exceeded
$100,000.

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------------------------------- ------------
OTHER
ANNUAL SECURITIES
NAME AND COMPENSATION UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS (2) OPTIONS
------------------ ---- ------ ----- ------------ ----------

Craig B. Parr(1).......................... 2003 $100,161 $ 0 $0 0
Chairman of the Board,
Chief Executive Officer and Director
Donald J. Williamson(1)................... 2003 $164,800 $ 0 $0 0
President and Director 2002 164,338 0 0 0
2001 160,000 10,000 0 10,000
William H. Singleterry.................... 2003 $171,353 $ 0 $0 0
President and Director of BIR/ 2002 175,739 0 0 0
Vice President of Development 2001 154,203 10,000 0 10,000
Gregory T. Strzynski...................... 2003 $128,030 $ 0 $0 0
Chief Financial Officer 2002 126,010 0 0 0
2001 117,923 10,000 0 10,000
</Table>

- -------------------------
(1) Mr. Williamson was Chairman of the Board and Chief Executive Officer of the
Company until March 2003 at which time Craig B. Parr assumed these positions
and Mr. Williamson became President. Accordingly, compensation for Mr. Parr
represents approximately ten months. Compensation for Mr. Williamson
represents a full year.

(2) The aggregate value of all perquisites and personal benefits did not exceed
the lesser of either $50,000 or 10% of the total annual salary and bonus
reported for any named executive officer.

STOCK OPTIONS

There were no options granted to, or exercised by, executive officers or
Director in 2003.

FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------

Donald J. Williamson........................... 20,000 0 $ 7,100 $0
William H. Singleterry......................... 30,000 0 26,300 0
Gregory T. Strzynski........................... 20,000 0 7,100 0
</Table>

- -------------------------
(1) Based on the market value of the Company's Common Stock as of December 31,
2003 ($5.17 per share), minus the exercise price, multiplied by the number
of options.

COMPENSATION OF DIRECTORS

Directors receive an annual fee of $4,500 plus $1,000 for each Board
meeting attended. Additionally, Directors are reimbursed for expenses incurred
in attending meetings of the Board of Directors and committees thereof.

PENSION PLAN

The Company does not provide a retirement plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Gans and Rolak are members of the Compensation Committee of the
Board of Directors. No other Directors or executive officers of the Company took
part in deliberations concerning the compensation of executive officers of the
Company during fiscal 2003. Neither of Messrs. Gans or Rolak has any employment
relationship with the Company or any of its subsidiaries. However, during the
past year, as well as the current year, the Company and its subsidiaries
retained Ted M. Gans, to provide certain legal services. Fees paid for 2003 were
approximately $2,000.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors currently consists of
Messrs. Gans and Rolak.

The basic compensation philosophy of the Company is to provide competitive
salaries. The Company's executive compensation policies are designed to achieve
two primary objectives:

- Attract and retain well-qualified executives who will lead the Company
and achieve and inspire superior performance;

- Provide incentives for the achievement of long-term financial goals.

Executive compensation consists primarily of two components: base salary
and benefits; and amounts paid (if any) under the Company's LTIP. Each component
of compensation is designed to accomplish one or both of the compensation
objectives.

The participation of specific executive officers and other key employees in
the Company's LTIP is recommended by the Board's Compensation Committee and all
recommendations (including the level of participation) are reviewed, modified
(to the extent appropriate) and approved by the Board.

BASE SALARY

To attract and retain well-qualified executives, it is the Compensation
Committee's policy to establish base salaries at levels and provide benefit
packages that are considered to be competitive. Base salaries of executive
officers are determined by the Board of Directors on an individual basis. In
determining the base salary for an executive officer, the Compensation Committee
will recommend to the full Board for approval a base salary for the officer
determined by the Compensation Committee taking into consideration factors
including: (1) the individual's performance, (2) the individual's contributions
to the Company's success, (3) the level and scope of the individual's
responsibilities, (4) the individual's tenure with the Company and in his or her
position and (5) pay practices for similar positions by comparable companies.

LONG-TERM INCENTIVE PLAN

The LTIP is used primarily to grant stock options. However, the LTIP also
permits grants of restricted stock, stock awards, stock appreciation rights and
tax benefit rights if determined to be desirable to advance the purposes of the
LTIP. These grants and awards are referred to as "Incentive Awards." By
combining in a single plan many types of incentives commonly used in long-term
incentive compensation programs, the LTIP provides significant flexibility to
the Compensation Committee to tailor specific long-term incentives that

would best promote the objectives of the LTIP and in turn promote the interests
of the Company's shareholders.

Directors, executive officers and other key employees of the Company and
its subsidiaries are eligible to receive Incentive Awards under the LTIP. A
maximum of 2,000,000 shares of Common Stock (subject to certain antidilution
adjustments) are available for Incentive Awards under the LTIP. Of the 2,000,000
shares authorized for Incentive Awards under the LTIP, only one-half can be
awarded as restricted stock.

The LTIP is administered by the Compensation Committee, which is comprised
of non-employee Directors, none of whom participates or is eligible to
participate in any long-term incentive plan of the Company or its subsidiaries,
except for nondiscretionary stock option grants based upon a specified formula,
and if the Board so determines, each of whom must be an "outside director" as
defined in the rules issued pursuant to Section 162(m) of the Internal Revenue
Code. The Compensation Committee makes determinations, subject to the terms of
the LTIP, as to the persons to receive Incentive Awards, the amount of Incentive
Awards to be granted to each person, the terms of each grant and all other
determinations necessary or advisable for administration of the LTIP.

The LTIP was approved by the shareholders of Brainerd International, Inc.,
the Company's predecessor, on November 21, 1995. There were no options granted
to or exercised by executive officers or Directors in 2003.

SECTION 162(M)

Section 162(m) of the Internal Revenue Code provides that publicly held
corporations may not deduct compensation paid to certain executive officers in
excess of $1 million annually, with certain exemptions. The Company has examined
its executive compensation policies in light of Section 162(m) and the
regulations adopted by the Internal Revenue Service to implement that section.
It is not expected that any portion of the Company's deduction for employee
remuneration will be disallowed in 2004 or in future years by reason of actions
expected to be taken in 2004.

Respectfully submitted,

Ted M. Gans
Ronald Rolak

STOCK PRICE PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on the
Company's Common Stock to the Nasdaq Domestic Index and an index of peer
companies that produce automobile replacement parts or own and operate motor
sports entertainment facilities, assuming an investment of $100.00 at the
beginning of the period indicated.

The Nasdaq Domestic Index is a broad equity market index consisting of
certain domestic companies traded on the Nasdaq Stock Market. The index of peer
companies was constructed by the Company and includes the companies listed in
the footnote to the graph below. In constructing the peer index, the return of
each peer group company was weighted according to its respective stock market
capitalization at the beginning of each period indicated. Cumulative total
stockholder return is measured by dividing: (1) the sum of (a) the cumulative
amount of dividends for the measurement period, assuming dividend reinvestment,
and (b) the difference between the share price at the end and the beginning of
the measurement period; by (2) the share price at the beginning of the
measurement period.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100
DECEMBER 2003

[PERFORMANCE GRAPH]

(1) The index of peer companies consists of American Axle and Manufacturing
Holdings, Inc; Dana Corp.; Dura Automotive Systems, Inc.; Eaton Corporation;
Johnson Controls, Inc.; Tower Automotive, Inc.; and International Speedway
Corporation

The dollar values for total stockholder return plotted in the graph above
are shown in the table below:

<Table>
<Caption>
NASDAQ PEER
DATE THE COMPANY DOMESTIC INDEX INDEX
- ---- ----------- -------------- -----

December 31, 1998................................. $100.00 $100.00 $100.00
December 31, 1999................................. 143.90 185.46 91.02
December 31, 2000................................. 150.00 111.65 74.19
December 31, 2001................................. 300.88 88.58 92.13
December 31, 2002................................. 229.07 61.09 91.68
December 31, 2003................................. 201.75 92.16 132.79
</Table>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company and its subsidiaries are parties to certain transactions with
related parties, which are summarized below. Many of the transactions described
below involve Donald and Patsy Williamson, husband and wife. Mr. Williamson is
the President and a Director of the Company. He was the Chairman of the Board
and Chief Executive Officer of the Company until March 2003. Together, Mr. and
Mrs. Williamson own approximately 96% of the outstanding shares of the Company's
Common Stock. The Company believes that all of its related party transactions
are on commercially reasonable terms. In accordance with the Sarbanes-Oxley Act
of 2002, the Company discontinued making advances to or on behalf of affiliated
entities effective June 30, 2002.

In February 1999, the Company loaned $5,200,000 to South Saginaw, L.L.C., a
limited liability company owned by Mr. Williamson. To evidence this loan, Mr.
Williamson signed a subordinated mortgage providing for interest at the annual
rate of 8% and calling for monthly payments of principal and interest of $43,476
beginning April 1, 1999. Mr. Williamson used the proceeds of this loan to
purchase real property in Davison, Michigan. This loan is being paid in
accordance with terms.

Lease of Owosso, Michigan Facility. RL leases its Owosso, Michigan facility
from 620 Platt Road, L.L.C. Donald and Patsy Lou Williamson are the sole members
of 620 Platt Road L.L.C. The lease agreement requires monthly payments of
$50,000 through December 2009. RL pays all taxes, insurance and maintenance
expenses related to the facility. Rent expense on this lease was $600,000 for
both years ending December 31, 2003 and 2002.

Net Advances to Related Parties. During 2000, 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 December
31, 2003 and December 31, 2002 was $396,000 and $1,107,000 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. In
accordance with the Sarbanes-Oxley Act of 2002, the Company discontinued making
any additional advances to or on behalf of affiliated entities effective June
30, 2002.

Patsy Lou Buick-GMC, Inc. Mrs. Williamson owns an automobile dealership.
The Company engages in certain transactions with this dealership, including the
purchase of automobiles, parts, and automotive services. During 2003, purchases
of automobiles, parts and services by the Company from the dealership was
approximately $61,000. RL sold approximately $64,000 worth of bedliners and
truck accessories to the dealership in 2003.

Transactions with Directors. Ted M. Gans is a Director of the Company and
practices law with Ted M. Gans, P.C. During the past year and the current year,
the Company retained Ted M. Gans, P.C. for certain legal services and it is
anticipated that the Company will continue to do so. Fees paid for 2003 were
approximately $2,000.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's Directors, officers and persons who own more than 10% of the
Company's Common Stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and Nasdaq. Directors, officers and
greater than 10% beneficial owners are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file.

To the best of the Company's knowledge, no Director, officer or beneficial
owner of more than 10% of the Company's outstanding Common Stock failed to file
on a timely basis any report required by Section 16(a) of the Exchange Act with
respect to the year ended December 31, 2003.

SELECTION OF AUDITORS

Subject to the approval of shareholders, the Board of Directors has
appointed the firm of Grant Thornton LLP as independent auditors of the Company
for the current fiscal year.

Representatives of Grant Thornton LLP are expected to be present at the
annual meeting, and will have an opportunity to make a statement if they so
desire to do so and are expected to be available to respond to appropriate
questions from shareholders

The affirmative vote of the holders of a majority of shares of the
Company's Common Stock present in person or by proxy is required to confirm the
appointment of auditors. The shares represented by proxies received from the
Company's shareholders will be voted FOR the proposal unless a vote against the
proposal is specifically indicated in the proxy. For purposes of counting votes
on this proposal, abstentions and broker non-votes will effectively be counted
as votes against the proposal. The Company has been informed by the holders of
approximately 96% of the shares entitled to vote that they intend to vote in
favor of the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION
OF THE APPOINTMENT OF GRANT THORNTON LLP

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is comprised of three
independent directors and operates under a written charter adopted by the Board.
The Committee is appointed by the Board and is directly responsible for the
appointment, compensation and oversight of the Company's independent auditors.
It also monitors, among other things, the Company's financial reporting process
and the independence and performance of the Company's independent auditors. It
is the responsibility of management of the Company to prepare financial
statements in accordance with accounting principles generally accepted in the
United States of America and of the Company's independent auditors to audit
those financial statements.

Throughout the year, the Committee has met and held discussions with
management and the independent auditors. Management represented to the Committee
that the Company's consolidated financial statements were prepared in accordance
with accounting principles generally accepted in the United States of America
and the Committee has reviewed and discussed the consolidated financial
statements with management and the independent auditors. The Committee discussed
with the independent auditors matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees).

The Committee has been advised by the Company that the total fees and
expenses billed for fiscal 2003 by Grant Thornton LLP, the Company's principal
accounting firm were $247,000. Of that amount, an aggregate of $145,000 was for
audit services and the review of financial statements included in the Company's
Quarterly Reports on Form 10Q and $102,000 was for tax services. Grant Thornton
LLP was not engaged by the Company in fiscal 2003 to perform any information
technology services relating to financial information systems design and
implementation.

In addition, the Committee has discussed with the independent auditors, the
auditor's independence from the Company and its management, including the
matters in the written disclosures required by the Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). Further, the
Committee has considered whether the provision of non-audit services by the
independent auditors is compatible with maintaining the auditor's independence.

Further, the Committee meets with the independent auditors, with and
without management present, to discuss the results of their examinations, the
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.

Based on the reviews and discussions referred to above, the Committee
recommended to the Board that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2003,
for filing with the Securities and Exchange Commission.

Each member of the Audit Committee is independent as defined under the
listing standards of the Nasdaq National Market.

Respectfully Submitted,

Maureen C. Cronin
Ted M. Gans
Ronald J. Rolak

FEES BILLED BY GRANT THORNTON LLP

The following table presents fees for professional audit services rendered
by Grant Thornton LLP for the audit of the Company's annual financial statements
for the years ended December 31, 2003 and 2002 and fees rendered by Grant
Thornton LLP during those periods:

<Table>
<Caption>
2003 2002
---- ----

Audit Fees.................................................. $145,000 $134,500
Tax Fees.................................................... 102,000 62,700
-------- --------
Total..................................................... $247,000 $197,200
======== ========
</Table>

The Audit Committee has concluded that providing non-audit fee services
listed above is compatible with maintaining the independence of Grant Thornton
LLP.

SHAREHOLDER PROPOSALS

Proposals of shareholders must be received by the Company no later than
June 17, 2005, to be considered for inclusion in the Company's proxy statement
for its 2005 annual meeting of shareholders. Such shareholder proposals should
be made in accordance with Securities and Exchange Commission Rule 14a-8 and
should be addressed to the attention of the Secretary of the Company, 951 Aiken
Road, Owosso, Michigan 48867.

By Order of the Board of Directors,

/s/ CRAIG B. PARR
Craig B. Parr
Chairman of the Board and Chief Executive Officer

November 2, 2004

/X/ PLEASE MARK VOTES REVOCABLE PROXY
AS IN THE EXAMPLE SPORTS RESORTS INTERNATIONAL, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder hereby appoints Gregory T. Strzynski with
full power of substitution, proxy to represent the shareholder listed on this
Proxy and to vote all shares of Common Stock of Sports Resorts International,
Inc. that the shareholder would be entitled to vote on all matters which come
before the Annual Meeting of Shareholders to be held at the offices of Sports
Resorts International, Inc., 951 Aiken Road, Owosso, Michigan, on Monday,
November 15, 2004 at 10 a.m. local time, and any adjournment of that meeting.

Please be sure to sign and date this Proxy in the box below. / Date /
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Shareholder sign above Co-holder (if any) sign above

WITH- FOR ALL
FOR HOLD EXCEPT
1.ELECTION OF DIRECTORS (except as marked / / / / / /
to the contrary below)

Nominees: TED M. GANS AND DONALD J. WILLIAMSON

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.

- --------------------------------------------------------------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES.

FOR AGAINST ABSTAIN
2.RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON / / / / / /
LLP AS THE COMPANY'S INDEPENDENT AUDITORS

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF GRANT
THORNTON AS THE COMPANY'S INDEPENDENT AUDITORS.

If this Proxy is properly executed, the shares represented by this Proxy will
be voted as specified. If no specification is made, the shares represented by
this Proxy will be voted for the election of all nominees named on this Proxy
as directors and the ratification of Grant Thornton LLP as the Company's
independent auditors for the current fiscal year ending December 31, 2004. THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES
ON ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING.

Please sign exactly as your name(s) appears on this Proxy. When signing on
behalf of a corporation, partnership, estate or trust, indicate title or
capacity of person signing. If shares are held jointly, each holder should
sign.

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

/\ DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. /\
SPORTS RESORTS INTERNATIONAL, INC.

- --------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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