8-K

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



                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of earliest event reported): August 23, 2004


                       Redline Performance Products, Inc.
             (Exact name of registrant as specified in its charter)


                                    Minnesota
                 (State or other jurisdiction of incorporation)

                   001-31682                              36-4335356
            (Commission File No.)             (IRS Employer Identification No.)

   1120 Wayzata Boulevard East, Suite 200
             Wayzata, Minnesota                             55391
 (Address of Principal's Executive Offices)              (Zip Code)

                                 (952) 345-2257
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

  Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions see General Instruction A.2. below);

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d2(b))

[ ] Pre commencement communications pursuant to Rule 13e-4(c)d-2(b) under the
Exchange Act (17 CFR 240.14d2(b))




                    INFORMATION TO BE INCLUDED IN THE REPORT

                Section 1 - Registrant's Business and Operations

ITEM 1.03.        Bankruptcy or Receivership.

On August 27, 2004, the registrant filed a voluntary petition for relief under
Chapter 7 of the United States Bankruptcy Code with the United States Bankruptcy
Court, District of Minnesota. A copy of the press release announcing the filing
is filed with this Current Report as Exhibit 99.1.

                        Section 2 - Financial Information

ITEM 2.04.        Triggering Events That Accelerate or Increase a Direct
                  Financial Obligation or an Obligation under an Off-Balance
                  Sheet Arrangement.

On August 27, 2004, the registrant filed a voluntary petition for relief under
Chapter 7 of the United States Bankruptcy Code with the United States Bankruptcy
Court, District of Minnesota. As a result of this filing and upon receipt of
notice from the registrant's primary lender and expiration of a ten-day cure
period, the registrant will be in default under the terms of its obligations
under its approximately $2.5 million line of credit. Upon default the payment of
the principal amount of the line of credit, all accrued interest and certain
other fees will accelerate and become immediately payable.

                   Section 3 - Securities and Trading Markets

ITEM 3.01.        Notice of Delisting or Failure to Satisfy a Continued Listing
                  Rule or Standard; Transfer of Listing.

On August 24, 2004, the American Stock Exchange notified the registrant of the
registrant's material noncompliance with the requirements for continued listing
as a result of the registrant's failure to timely file its Quarterly Report on
Form 10-QSB for the quarter ended June 30, 2004. The American Stock Exchange
suspended trading of the registrant's common stock on August 24, 2004, and no
trading of the registrant's common stock has taken place on the American Stock
Exchange since August 23, 2004. A copy of the press release announcing the
suspension of trading and the registrant's noncompliance with the listing
requirements of the American Stock Exchange is filed with this Current Report as
Exhibit 99.1. On August 30, 2004, the registrant submitted to the American Stock
Exchange a voluntary request to have its shares of common stock delisted from
the American Stock Exchange.

       Section 4 - Matters Related to Accountants and Financial Statements

                 Section 5 - Corporate Governance and Management

ITEM 5.02.        Departure of Directors or Principal Officers; Election of
                  Directors; Appointment of Principal Officers.

On August 23, 2004, Kent Harle, Michael Degen, Robert Korkowski, David Mell and
Stan Herman resigned as directors of the registrant. On August 26, 2004, the
registrant terminated the employment of Kent Harle and Chris Rodewald. Mark
Payne is the sole director and officer as



                                       2.


of the date of this Current Report. A copy of the press release announcing the
resignations is filed with this Current Report as Exhibit 99.1.

                             Section 6 - [Reserved]

                            Section 7 - Regulation FD

                            Section 8 - Other Events

ITEM 8.01.        Other Events.

         (a)      On August 19, 2004, Clyde Fessler resigned as a director of
                  the registrant.

         (b)      The registrant has cancelled its annual meeting of
                  shareholders scheduled for September 10, 2004. A copy of the
                  press release announcing the cancellation is filed with this
                  Current Report as Exhibit 99.1.

                Section 9 - Registrant's Business and Operations

ITEM 9.01.        Financial Statements and Exhibits.

        (c)       Exhibits.

                  The following document is filed as an exhibit to this report:

                  99.1     Press release dated August 27, 2004





                                       3.


                                   SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                    Redline Performance Products, Inc.

Date: August 31, 2004               By /s/ Mark A. Payne
                                       -----------------------------------------
                                    Mark A. Payne,
                                    President and CEO





                                       4.


EXHIBIT INDEX

                    
            99.1       Press release dated August 27, 2004

EX-99.1

                                                                    EXHIBIT 99.1


REDLINE PERFORMANCE PRODUCTS, INC. CEASES OPERATIONS

COMPANY FILES FOR CHAPTER 7 PROTECTION

SAN DIEGO, CA and MINNEAPOLIS, MN -- (MARKET WIRE) -- 08/27/2004 -- Redline
Performance Products, Inc. (AMEX: RED), which was engaged in the design,
engineering and marketing of Redline(TM) snowmobiles, today announced that it
has filed a voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code with the United States Bankruptcy Court, District of Minnesota.
In connection with the filing, the Company has ceased all business activity and
operations. The Company has determined that it does not have sufficient
resources to continue its operations and has been unable to secure additional
financing required to produce its snowmobiles and fund its operating activities.
The court will appoint a bankruptcy trustee who will be responsible for the
wind-up of the business.

In connection with the filing under Chapter 7, all directors and officers have
resigned except Mark Payne, the Company's President and CEO, who will remain
with the Company to facilitate the transition to a court-appointed trustee.

The Company did not file its quarterly report on Form 10-QSB for the quarter
ended June 30, 2004, and does not intend to make such a filing. The American
Stock Exchange has halted trading of the Company's common stock and the Company
is no longer in compliance with the listing requirements for the American Stock
Exchange. The Company has cancelled the annual meeting of shareholders scheduled
for September 10, 2004.



Contact:
Redline Performance Products, Inc.
952-345-2257

SOURCE: Redline Performance Products