SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 13E-3

(Amendment No. 2)

(RULE 13e-100)

RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

Winter Sports, Inc.
(Name of Issuer)

Charles R. Abell
Jerome T. Broussard
Brian T. Grattan
Dennis L. Green
Charles P. Grenier
Jerry J. James
Michael T. Jenson
Darrel R. Martin
Michael J. Muldown
Richard D. Dasen
Susan A. Dasen
Budget Finance
(Name of Person(s) Filing Statement)

COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)

976072108
(Cusip Number of Class of Securities)

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Dennis L. Green
Winter Sports, Inc.
P.O. Box 1400
Whitefish, Montana 59937
Telephone Number (406) 862-1900
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)

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Copies To:

Marcus J. Williams
Davis Wright Tremaine LLP
2600 Century Square
1501 Fourth Avenue
Seattle, WA 98101
(206) 622-3150

This statement is filed in connection with (check the appropriate box):

a. |X| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.

b. |_| The filing of a registration statement under the Securities Act
of 1933.

c. |_| A tender offer.

d. |_| None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. |_|

Check the following box if the filing fee is a final amendment reporting the
results of the transaction: |_|

CALCULATION OF FILING FEE

TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- --------------------------------------------------------------------------
$737,940 $147.59

* Estimated maximum price to be paid in lieu of issuance of fractional
shares of Common Stock to persons who would hold less than one whole share
of Common Stock of record in any discrete account after the proposed
Reverse Split based on an amount per share equal to the product obtained
by multiplying (A) $17.50 by (B) the total number of shares of Common
Stock owned by all such stockholders of record in each stockholder's
account immediately prior to the Reverse Split.

** Determined pursuant to Rule 0-11(b)(1) by multiplying $737,940 by 1/50 of
1%.

|X| Check Box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

Amount previously paid: $ 149.59 Filing Party: Winter Sports, Inc.
Form or Registration No.: Schedule 13E-3 Date Filed: September 30, 2003

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed by Charles R. Abell, Jerome T. Broussard, Brian T.
Grattan, Dennis L. Green, Charles P. Grenier, Jerry J. James, Michael T. Jenson,
Darrel R. Martin, Michael J. Muldown, Richard D. Dasen, Susan A. Dasen and
Budget Finance (the "Filing Persons") pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder. Winter
Sports, Inc. ("Winter Sports" or the "Company") is simultaneously filing a
separate Rule 13e-3 Transaction Statement on Schedule 13E-3 in connection with a
proposal to its stockholders to approve and adopt a proposal for:

(a) a one-for-150 reverse stock split of the Company's Common Stock (the
"Reverse Split"); and

(b) a cash payment per share of $17.50 for the currently outstanding
Common Stock in lieu of the issuance of any resulting fractional
shares of Common Stock to persons who would hold less than one whole
share of Common Stock of record in any discrete account after the
proposed Reverse Split.

The Reverse Split is upon the terms and subject to the conditions set forth in
the Company's Proxy Statement for the Company's Annual Meeting of Shareholders
scheduled to be held on May 6, 2004 (the "Annual Meeting"). The Reverse Split
requires an amendment to the Company's Articles of Incorporation, as amended.
The other purposes of the Annual Meeting are to (1) elect a board of nine
directors, (2) ratify the selection of independent accountants, and (3) transact
such other business as may properly come before the Annual Meeting.

The following Cross-Reference Sheet is supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement
filed by the Company with the Securities and Exchange Commission on February 27,
2004 (including all annexes and exhibits thereto, the "Proxy Statement"), of the
information required to be included in response to the items of this Statement.
The information in the Proxy Statement is hereby expressly incorporated herein
by reference and the responses to each item are qualified in their entirety by
the provisions of the Proxy Statement.

ITEM 1. SUMMARY TERM SHEET.

Reg. M-A 1001

The information set forth in the Proxy Statement under the caption
"SUMMARY TERM SHEET" is hereby incorporated herein by reference.

o Filing Persons. Each Filing Person holds at least 150 shares of common
stock, and each such Filing Person will remain a shareholder of Winter
Sports following the Reverse Split. As a result, each Filing Person will
own a slightly increased percentage of the outstanding common stock. The
Filing Persons do not anticipate any changes in Winter Sports' board of
directors or management to result from the Reverse Split. The Filing
Persons hold [452,734] shares or [45.8%] of Winter Sports' outstanding
common stock.

o Position of Filing Persons. Each Filing Person recommends a vote "FOR"
the Reverse Split, and believes that the Reverse Split is fair as to
substance and procedure with respect to all Winter Sports' shareholders,
including unaffiliated shareholders. In reaching such a conclusion, each
Filing Person, including directors in their capacity as Filing Persons and
not as members of the board of directors, relied on the reasons
articulated by the board of directors in the Company's proxy statement,
other than the fairness opinion rendered by Willamette Management
Associates, Inc., on which the Filing Persons in such capacity were not
entitled to rely and did not rely.

o Effect of Reverse Split on Filing Persons. Filing Persons of Winter
Sports will participate in the Reverse Split to the same extent as
non-filing persons. The Filing Persons all currently own sufficient shares
of common stock (at least 150 each) so that they will all continue to be
shareholders after the effectiveness of the Reverse Split. As with all
other remaining shareholders of Winter Sports, the percentage ownership by
the Filing Persons of the total outstanding shares after the Reverse Split
may increase slightly. The Reverse Split will not have a material effect
on the net book value per share or the earnings per share for the Filing
Persons.

o Federal Income Tax Consequences. The federal income tax consequences of
the Reverse Split to Filing Persons will be the same as the federal income
tax consequences to shareholders who are not Filing Persons, that is, the
Filing Persons will recognize gain (or loss) in an amount equal to the
positive (or negative) difference between the amount received as cash in
lieu of fractional shares and the Filing Persons' basis in the fractional
shares so redeemed.

ITEM 2. SUBJECT COMPANY INFORMATION.

Reg. M-A 1002

(a) The information set forth in the Proxy Statement under the caption
"SUMMARY TERM SHEET" is hereby incorporated herein by reference.

(b) The information set forth in the Proxy Statement under the caption
"VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT - Voting Securities" is hereby incorporated
herein by reference.

(c) The information set forth in the Proxy Statement under the caption
"MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS" is hereby
incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the caption
"MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS" is hereby
incorporated herein by reference.

(e) Not applicable.

(f) During the past two years, the following Filing Persons purchased
shares of common stock from the Company at the prices and in the
amounts listed:

--------------------------------------------------------------------
NAME NUMBER OF SHARES PRICE PER SHARE
--------------------------------------------------------------------
Charles Abell 1,000 $12.00
--------------------------------------------------------------------
Jerry James 150 $14.50 - $16.70
--------------------------------------------------------------------
Budget Finance(1) 21,879 $14.00 - $18.50
--------------------------------------------------------------------
Brian T. Grattan 20 $16.00
--------------------------------------------------------------------
Dennis L. Green 99 $16.75
--------------------------------------------------------------------
Darrel R. Martin 197 $16.75
--------------------------------------------------------------------
Charles P. Grenier 50 $16.80
--------------------------------------------------------------------

(1) Dennis L. Green is president of Budget Finance. Richard D. Dasen
and Susan A. Dasen are the controlling shareholders of Budget
Finance.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

Reg. M-A 1003(a) through (c)

(a) The Filing Persons are Charles R. Abell, Jerome T. Broussard, Brian
T. Grattan, Dennis L. Green, Charles P. Grenier, Jerry J. James,
Michael T. Jenson, Darrel R. Martin, Michael J. Muldown, Richard D.
Dasen, Susan A. Dasen and Budget Finance. Each Filing Person's
business phone number is (406) 862-1900. Each Filing Person's
business address is P.O. Box 1400, Whitefish, Montana 59937. The
officers, directors and control persons of Budget Finance are Dennis
Green, Richard Dasen, M. Dean Jellison, Susan Dasen, Dan James,
Wendy Black, and Tom Torgerson. The business address for Budget
Finance and each of these persons is P.O. Box 22, Kalispell,
Montana.

(b) Budget Finance is a consumer loan company incorporated in Montana.
The information required by Item 1003(c)(3) and (4), relating to
criminal or administrative proceedings, is not applicable to Budget
Finance.

(c) The information set forth in the Proxy Statement under the captions
"SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT," "ITEM 2 - ELECTION OF DIRECTORS - Information About
Directors And Nominees For Election" are hereby incorporated herein
by reference. Each Filing Person is a United States citizen. The
information required by Item

1003(c)(3) and (4), relating to criminal or administrative
proceedings, is not applicable to the Filing Persons, or the
officers, directors or control persons of Budget Finance, whose
employment histories are described as follows:

Richard Dasen Sr. is the Secretary, a director, and a 10%
shareholder of Budget Finance. He is employed by the Dasen Co.

M. Dean Jellison is the Vice President and a director of Budget
Finance. He has been retired for the last 5 years.

Susan Dasen is a 10% shareholder of Budget Finance. She is not
employed.

Dan James is the Vice President of Budget Finance. Dan James worked
at Target in Parker, Colorado as department manager from September
1999 through December 2000, and then worked at Bed,Bath & Beyond in
North Glen, Colorado as store manager until he began work at Budget
Finance in August 2002.

Wendy Black is the Assistant Secretary of Budget Finance. Wendy
Black worked at Carl Weissman & Sons as HR manager before coming to
Budget Finance in April, 2000.

Tom Torgerson is the Treasurer of Budget Finance, and is also
employed by Kalispell Title Service. He has worked at Budget Finance
since July 2000. Before that, he was a partner in Torgerson & Assoc.
CPA PC.

ITEM 4. TERMS OF THE TRANSACTION.

Reg. M-A 1004(a) and (c) through (f)

(a) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET," "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF
REVERSE SPLIT - Consideration in Lieu of Shares, " - Effect on
Shareholders," "FINANCIAL TERMS OF THE TRANSACTION" and "MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES" are hereby incorporated herein
by reference.

(c) The information set forth in the Proxy Statement under the captions
"BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF REVERSE SPLIT - Effect
on Shareholders," is hereby incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the caption
"DISSENTERS' OR APPRAISAL RIGHTS" is hereby incorporated herein by
reference.

(e) The information set forth in the Proxy Statement under the caption
"BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE SPLIT -
Factors Considered by the Board of Directors" is hereby incorporated
herein by reference.

(f) Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Reg. M-A 1005(a) through (c) and (e)

(a) The information set forth in the Proxy Statement under the caption
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" is hereby
incorporated herein by reference.

(b) The information set forth in the Proxy Statement under the caption
"BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE SPLIT -
Background" is hereby incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the caption
"BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE SPLIT -
Background" is hereby incorporated herein by reference.

(e) Not applicable.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Reg. M-A 1006(b) and (c)(1)-(8)

(b) The information set forth in the Proxy Statement under the caption
"SUMMARY TERM SHEET - The Transaction" is hereby incorporated herein
by reference.

(c) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET," and "BACKGROUND, PURPOSE AND EFFECT OF THE
REVERSE SPLIT - Effect of the Reverse Split on Winter Sports" are
hereby incorporated herein by reference. The Company does not have
any plans for the transactions described in Item 1006(c)(1)-(6).

ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.

Reg. M-A 1013

(a) The information set forth in the Proxy Statement under the caption
"BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE SPLIT
-Reasons for the Reverse Split" is hereby incorporated herein by
reference. The Filing Persons have specifically adopted the purposes
for the transaction articulated by the board of directors as their
own.

(b), (c) The information set forth in the Proxy Statement under the
captions "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE
SPLIT - Factors Considered by the Board of Directors" and "- Reasons
for the Reverse Split" are hereby incorporated herein by reference.
With respect to the substantive and procedural fairness of the
transaction to the shareholders of Winter Sports, including
unaffiliated shareholders, the Filing Persons have specifically
adopted the analysis of the board of directors as their own.
Accordingly, the Filing Persons have specifically adopted the
board's reasons for the structure of the transaction, reasons for
undertaking the transaction at this time, and analysis with respect
to alternative transactions considered.

The Filing Persons did not, other than in their capacity as
directors of the Company, consider the opinion of Willamette in
reaching this conclusion.

(d) The information set forth in the Proxy Statement under the captions
"BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE SPLIT -
Effect on Shareholders," "- Effect of the Reverse Split on Winter
Sports," "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT," and "MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES" are
hereby incorporated herein by reference. The Filing Persons will
participate in the Reverse Split to the same extent as other
shareholders. The Filing Persons all currently own sufficient shares
of common stock (at least 150 each) so that they will all continue
to be shareholders after the effectiveness of the Reverse Split. As
with all other remaining shareholders of Winter Sports, the
percentage ownership by the Filing Persons of the total outstanding
shares after the Reverse Split will increase slightly. The amounts
set forth in the table entitled "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement illustrate
the effect on the Filing Persons, and that disclosure is
incorporated herein by reference. The Reverse Split will not have a
material effect on the net book value per share and earnings per
share of the Filing Persons. The net book value per share as of May
31, 2003 (including accreted dividends) was $10.45 per share; if the
Reverse Split had occurred as of that date, the net book value
(including accreted dividends) would have been $1,484.77 per share,
an increase of 14,108.3%. Net loss per share as of May 31, 2003, was
($0.57) per share; if the Reverse Split had been effected as of the
same date, loss per share would have been ($125.43) per share, an
increase of 21,905.2%. The effect of the Reverse Split Transaction
on the interest of each Filing Person in the net book value and
earnings per share of Winter Sports would be as follows:

- ----------------------------------------------------------------------------------------
Net Book Value Earnings Per Share
- ----------------------------------------------------------------------------------------
Filing Person $ (Decrease) % (Decrease) $ (Decrease) % (Decrease)
- ----------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------
Charles R. Abell (9,094) (5.88%) (3,815.83) (45.02%)
- ----------------------------------------------------------------------------------------
Jerome T. Broussard (56,283) (5.28%) (26,850.93) (45.94%)
- ----------------------------------------------------------------------------------------
Richard Dasen (136,569) (5.28%) (65,152.99) (45.94%)
- ----------------------------------------------------------------------------------------
Susan Dasen (136,569) (5.28%) (65,152.99) (45.94%)
- ----------------------------------------------------------------------------------------
Brian T. Grattan (7,751) (5.37%) (3,625.32) (45.81%)
- ----------------------------------------------------------------------------------------
Dennis L. Green (137,513) (5.29%) (65,497.48) (45.93%)
- ----------------------------------------------------------------------------------------
Charles P. Grenier (579) (5.28%) (276.41) (45.94%)
- ----------------------------------------------------------------------------------------
Jerry J. James (83) (5.28%) (39.49) (45.94%)
- ----------------------------------------------------------------------------------------
Michael T. Jenson (14,526) (5.29%) (6,907.87) (45.92%)
- ----------------------------------------------------------------------------------------
Darrel R. Martin (27,728) (5.28%) (13,228.03) (45.94%)
- ----------------------------------------------------------------------------------------
Michael J. Muldown (936) (11.20%) (168.79) (36.82%)
- ----------------------------------------------------------------------------------------
Budget Finance (136,404) (5.28%) (65,074.02) (45.94%)
- ----------------------------------------------------------------------------------------

The federal income tax consequences of the Reverse Split for the
Filing Persons will be the same as the federal income tax
consequences for shareholders who are not Filing Persons.

ITEM 8. FAIRNESS OF THE TRANSACTION.

Reg. M-A 1014

(a) The information set forth in the Proxy Statement under the captions
"RECOMMENDATION OF THE BOARD OF DIRECTORS" and "SUMMARY TERM SHEET"
are hereby incorporated herein by reference. With respect to the
substantive and procedural fairness of the transaction to the
shareholders of Winter Sports, including unaffiliated shareholders,
the Filing Persons have specifically adopted the analysis of the
board of directors as their own, including the board's conclusions,
provided, however, that the Filing Persons in their capacity as such
did not consider or rely, and were not entitled to consider or rely,
on the opinion of Willamette. Each Filing Person believes that the
Reverse Split is fair as to substance and procedure with respect to
all Winter Sports' shareholders, including unaffiliated shareholders
who will retain their investment in the Company and unaffiliated
shareholders who will not.

(b) The information set forth in the Proxy Statement under the caption
"BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE SPLIT -
Factors Considered by the Board of Directors" is hereby incorporated
herein by reference. In considering whether to recommend to the
shareholders the approval of the Reverse Split and the related
transactions, the Filing Persons have adopted the board's reasoning
with respect to the factors discussed in the Proxy Statement, with
the exception of the fairness opinion from Willamette on which the
Filing Persons are not entitled to rely.

(c) The information set forth in the Proxy Statement under the caption
"VOTE REQUIRED" is hereby incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the caption
"BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE SPLIT -
Factors Considered by the Board of Directors" is hereby incorporated
herein by reference and specifically adopted by the Filing Persons.

(f) Not Applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

Reg. M-A 1015

(a), (b) The information set forth in the Proxy Statement under the
captions "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE
SPLIT - Factors Considered by the Board of Directors" is hereby
incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the caption
"AVAILABLE INFORMATION" is hereby incorporated herein by reference.

ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Reg. M-A 1007

(a) The information set forth in the Proxy Statement under the caption
"FINANCIAL TERMS OF THE TRANSACTION"- Source of Funds and Financial
Effect of the Reverse Split" is hereby incorporated herein by
reference.

(b) Not applicable.

(c) The information set forth in the Proxy Statement under the captions
"FINANCIAL TERMS OF THE TRANSACTION - Source of Funds and Financial
Effect of the Reverse Split" are hereby incorporated herein by
reference.

(d) The information set forth in the Proxy Statement under the caption
"FINANCIAL TERMS OF THE TRANSACTION - Source of Funds and Financial
Effect of the Reverse Split" is hereby incorporated herein by
reference.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Reg. M-A 1008

(a) The information set forth in the Proxy Statement under the caption
"VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" is hereby incorporated herein by reference.

(b) On October 27, 2003, Charles Grenier, a director of the Company,
purchased 50 shares of the Company's common stock on the open market
for a price of $16.80 per share. On November 17, 2003, Jerry James,
a director of the Company, purchased 100 shares of the Company's
common stock on the open market for a price of $16.50 per share, and
sold 100 shares of the Company's common stock on the open market for
a price of $15.75 per share.

ITEM 12. THE SOLICITATION OR RECOMMENDATION.

Reg. M-A 1012(d) and (e)

(d) The information set forth in the Proxy Statement under the captions
"BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE SPLIT -
Reasons for the

Reverse Split," "- Factors Considered by the Board of Directors,"
and "VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" are hereby incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the captions
"BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE SPLIT -
Factors Considered by the Board of Directors," and "ITEM 1 -
AMENDMENT OF WINTER SPORTS' ARTICLES OF INCORPORATION, AS AMENDED,
TO EFFECT A REVERSE STOCK SPLIT OF WINTER SPORTS' COMMON STOCK" are
hereby incorporated herein by reference. In reliance upon the
reasons articulated by board of directors (other than the fairness
opinion rendered by Willamette, on which no person other than the
board of directors is entitled to rely), the Filing Persons have
determined that the Reverse Split and the related transactions are
both substantively and procedurally fair to, and in the best
interest of, Winter Sports and our shareholders, including those
unaffiliated shareholders who will and those who will not retain an
interest in Winter Sports. Accordingly, each of the Filing Persons
recommends a vote "FOR" the proposal to approve the Reverse Split
and the related transactions described in this Proxy Statement.

ITEM 13. FINANCIAL STATEMENTS.

Reg. M-A 1010(a) and (b)

(a) The financial statements set forth in Annex D of the Proxy Statement
are hereby incorporated herein by reference.

(b) Not applicable.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

Reg. M-A 1009

(a) The information set forth in the Proxy Statement under the captions
"Opinion of Financial Advisor" are hereby incorporated herein by
reference.

(b) The information set forth in the Proxy Statement under the captions
"FINANCIAL TERMS OF THE TRANSACTION -Source of Funds and Financial
Effect of the Reverse Split," "SUMMARY TERM SHEET" and "OPINION OF
FINANCIAL ADVISOR" are hereby incorporated herein by reference.

ITEM 15. ADDITIONAL INFORMATION.

Reg. M-A 1011(b)

(b) The information set forth in the Proxy Statement, together with the
proxy card, is hereby incorporated herein by reference.

ITEM 16. MATERIAL TO BE FILED AS EXHIBITS.

Reg. M-A 1016(a) through (d), (f) and (g)

(a) Proxy Statement, together with the proxy card.*

(b) Business Loan Agreement between Bank of America and Winter Sports,
Inc. dated January 7, 2003.**

(d) Not applicable.

(f) Copy of Dissenters' Rights Statute.****

(g) Not applicable.

- ----------
* Incorporated by reference to the Proxy Statement filed by Winter Sports,
Inc. on February 27, 2004.

** Incorporated by reference to Form 10-KSB filed by Winter Sports, Inc. on
August 28, 2003.

*** Incorporated by reference to Annex B of Exhibit (a).

**** Incorporated by reference to Annex C of Exhibit (a).

SIGNATURES

After due inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.

By: /s/ Charles Abell
-----------------------------------
Name: Charles R. Abell
Dated: February 27, 2004

By: /s/ Jerome T. Broussard
-----------------------------------
Name: Jerome T. Broussard
Dated: February 27, 2004

By: /s/ Brian T. Grattan
-----------------------------------
Name: Brian T. Grattan
Dated: February 27, 2004

By: /s/ Dennis L.Green
-----------------------------------
Name: Dennis L. Green
Dated: February 27, 2004

By: /s/ Charles P. Grenier
-----------------------------------
Name: Charles P. Grenier
Dated: February 27, 2004

By: /s/ Jerry J. James
-----------------------------------
Name: Jerry J. James
Dated: February 27, 2004

By: /s/ Michael T. Jenson
-----------------------------------
Name: Michael T. Jenson
Dated: February 27, 2004

By: /s/ Darrel R. Martin
-----------------------------------
Name: Darrel R. Martin
Dated: February 27, 2004

By: /s/ Michael J. Muldown
-----------------------------------
Name: Michael J. Muldown
Dated: February 27, 2004

By: /s/ Richard D. Dasen
-----------------------------------
Name: Richard D. Dasen
Dated: February 27, 2004

By: /s/ Susan A. Dasen
-----------------------------------
Name: Susan A. Dasen
Dated: February 27, 2004

BUDGET FINANCE

By: /s/ Dennis L. Green
-----------------------------------
Title: President
Dated: February 27, 2004

EXHIBIT INDEX

EXHIBIT DESCRIPTION
- ------- -----------

(a) Proxy Statement, together with the proxy card.*

(b) Business Loan Agreement between Bank of America and Winter Sports,
Inc. dated January 7, 2003.**

(d) Not applicable.

(f) Copy of Dissenters' Rights Statute.****

(g) Not applicable.

- ----------

* Incorporated by reference to the Proxy Statement filed by Winter Sports,
Inc. on February 27, 2004.

** Incorporated by reference to Form 10-KSB filed by Winter Sports, Inc. on
August 28, 2003.

*** Incorporated by reference to Annex B of Exhibit (a).

**** Incorporated by reference to Annex C of Exhibit (a).